SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                       For Fiscal Year Ended May 31, 2001

( )  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

           For the Transition Period From ___________ to_____________.

                          Commission File No.: 0-21955

                                M & A West, Inc.
             (Exact name of registrant as specified in its charter)

         Colorado                                          84-1356427
--------------------------------             -----------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                         1519 Edgewood Liberty, TX 77575
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (936) 336-6700
               --------------------------------------------------
               Registrant's telephone number, including area code

                                      None
           ----------------------------------------------------------
           Securities to be registered under Section 12(b) of the Act

Securities to be registered under Section 12(g) of the Act:

                           Common Stock, no par value

                                (Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes X
No ____

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

The aggregate market value of voting Common Stock held by  non-affiliates of the
Registrant was $247,062 as of October 17, 2001. The Registrant does not have any
outstanding non-voting equity.

On October 17, 2001, the Registrant had outstanding  11,161,142 shares of voting
Common Stock, no par value.

<PAGE>

                                      INDEX
                                   FORM 10-KSB
                             YEAR-ENDED May 31, 2001

 Item  Description                                                   Page Number

1      Description of Business................................................3
2      Properties.............................................................6
3      Legal Proceedings......................................................6
4      Submission of Matters to Vote of Security Holders......................6
5      Market for Registrants Common Equity and Related
       Stockholder Matters....................................................6
6      Management's Discussion and Analysis or Plan of Operations.............7
7      Financial Statements..................................................12
8      Changes in and Disagreements with Accountants on Accounting
       And Financial Disclosure..............................................12
9      Directors, Executive Officers, Promoters and Control Persons;
       Compliance with Section 16(A) of the Exchange Act.....................12
10     Executive Compensation................................................14
11     Security Ownership of Certain Beneficial Owners and Management........15
12     Certain Relationships and Related Transaction.........................16
13     Exhibits and Reports on Form 8-K......................................16
       Signatures............................................................17
       Index to Financial Statements.........................................18
       Financial Statements      F-1


<PAGE>
                                     PART I

ITEM 1.         DESCRIPTION OF BUSINESS.

General

         M & A West, Inc.  ("MAWI" or "the Company"),  formerly  Buffalo Capital
IV, Ltd., is a Colorado  corporation engaged in developing  companies to operate
independently of the Company,  providing  financial advisory services and in the
trading of equity securities for its own account. On May 12, 1999, M & A West, a
Nevada corporation,  executed a stock transfer and exchange with Buffalo Capital
IV,  Ltd.,  a  publicly  traded  "shell"  company  in a  transaction  more fully
described  below whereby M & A West became a wholly-owned  subsidiary of Buffalo
Capital IV, Ltd.  Immediately  after the  transaction,  Buffalo Capital IV, Ltd.
changed its name to M & A West,  Inc. All  references  to "the  Company" in this
report refer to M & A West, Inc., the Nevada corporation, prior to May 12, 1999,
and to the consolidated entity since May 12, 1999.

         The Company  develops,  invests in, and  operates  Internet  technology
related companies. The strategy of the Company includes the internal development
and operation of majority owned  subsidiaries  within the M & A West family,  as
well as the  investments in other companies  either directly by the Company,  or
through other venture capital arrangements. The Company's strategy also promotes
opportunities  for  synergistic   business   relationships  among  the  Internet
companies within its portfolio.

         The Company was incorporated as a Nevada corporation in 1996 to provide
guidance for small public  companies  and other  companies  wishing to enter the
public markets to raise capital,  raise awareness of their businesses and effect
strategic  mergers,  acquisition  and other  business  combinations.  To provide
clients with a complete package of services, the Company formed its Corporations
Division in 1997 for  effective  public market  strategies  and followed with an
Internet Marketing Division and Internet Technology Development Division.  These
divisions were terminated upon the closing of the Company's corporate offices in
San Bruno, California in December 2000.

         The  Company   actively   seeks   business   situations   that  present
opportunities in the realm of the Internet and electronic  business,  as well as
businesses  that are not  Internet  related.  The  Company  looks to  invest  in
companies  that have a  demonstrable  potential  for  success.  The Company then
brings  talent in the areas of web  commerce,  marketing,  finance and  business
development in an effort to guide and develop those companies. The Company seeks
companies  that  compliment  those in which it already has an investment so that
these companies can, together, form an alliance.

         During the fiscal year ended May 31, 2001,  the Company  developed  its
majority-owned  subsidiary,  Venturelist.com,  Inc.  and  filed  a  registration
statement with the SEC for  Venturelist.com  to become a publicly-traded  entity
separate  from  M&A  West.  Pursuant  to the  registration  statement,  M&A West
distributed  approximately  2,225,000  shares  of its  Venturelist.com  stock to
Company stockholders of record on November 15, 2000. On August 13, 2001, the SEC
declared  the  registration   statement  filed  by  Venturelist.com   effective.
Venturelist.com's  transfer  agent,  OTC Stock  Transfer,  is handling the stock
distribution.

         In April 2001, the Company formed its majority-owned subsidiary Digital
Legal  Office.com,  Inc. to provide a secure and  professional  online  document
management service for the legal industry. Digital Legal Office anticipates that
its users will have complete and total access to numerous  information,  ranging
from case facts to correspondence, damages and settlements. Digital Legal Office
plans to target small to  medium-sized  firms  seeking  order in their  everyday
documents  management  needs.  Digital  Legal  Office's  strategy is to become a
leading provider for those seeking online documents management services.

         In April 2001, the Company entered into an agreement with ATAG, Inc., a
manufacturer of sub-sea  control systems for the oil and gas industry.  Pursuant
to the agreement,  the Company paid ATAG $60,000 in consideration  for 1,120,000
shares of ATAG common stock. The agreement contemplated the Company spinning off
900,000 shares of ATAG  purchased by the Company to the Company's  shareholders.
Further,  the agreement  provided ATAG an option to pay the Company  $75,000 for
the return of  1,000,000  shares of ATAG by the  Company  which  option has been
extended to November 2001.
<PAGE>

Business Strategy

         The Company's strategy is to develop companies within its market niche,
as well as acquire an  interest  in  companies  where it believes it can realize
substantial  yield.  The success factors include  understanding,  developing and
applying information to the Internet,  interactive media markets and data access
and  software  tools;   narrowing  market  focus  while  establishing  strategic
alliances to complement  product and service  offerings;  investing in strategic
Internet or interactive media investments;  investing in non-Internet companies;
or acquisitions.

         With respect to the businesses of MAWI, the Company will seek to expand
its  participation  in the  direct  marketing  of  products  and  services,  the
Internet,  interactive  media  industries  and increase  market  share.  The key
elements of the strategy include the continued  enhancement and expansion of the
Company's products and services.  The Company has invested significant resources
in new subsidiaries or investments which seek to capitalize on opportunities for
significant the growth.  The Company intends to continue to pursue the growth in
development  of its  technologies  and  services,  and continue to introduce its
products commercially. Additionally, the Company intends to continue to evaluate
new  opportunities  to  further  its  investment  in  opportunities  to  realize
significant  shareholder  value  through  the sale of  selected  investments  or
technologies,  or through separate  subsidiaries  selling a minority interest to
third parties.

Sales and Marketing

         Until  December  2000,  the Company  marketed its products and services
through a  marketing  staff using both  telemarketing  and direct  sales.  Since
December   2000,  the  Company  has  engaged  in  limited  sales  and  marketing
activities.

Competition

         MAWI's Internet  investments  compete in the electronic  technology and
Internet  service  arenas which are  comprised of numerous  companies  providing
different and new technologies,  all with varying  applications.  The market for
Internet  products  and  services is highly  competitive.  Although  the Company
believes  that  the  diverse  segments  of  the  Internet  market  will  provide
opportunities  for more than one supplier of products  and  services  similar to
those of the Company,  it is possible that a single supplier may dominate one or
more market segments.  The Company believes the principal competitive factors in
this  market  are  name  recognition,  performance,  ease  of  use,  variety  of
value-added services,  functionality and features and quality of support. MAWI's
products and services are being  developed  predominantly  for direct  marketing
applications  either on the Internet or through  interactive media.  Competitors
include a wide  variety  of  companies  and  organizations,  including  Internet
software,   content,   service  and  technology   companies,   telecommunication
companies,  cable companies and  equipment/technology  suppliers. In the future,
the Company may encounter competition from providers of Web browser software and
other Internet products and services that incorporate  competing  features in to
their offerings. Many of the Company's existing competitors, as well as a number
of potential new competitors,  have significantly  greater financial,  technical
and marketing resources than the Company.

         The Company may also be affected by  competition  from licensees of its
products  and  technology.   There  can  be  no  assurance  that  the  Company's
competitors will not develop Internet products and services that are superior to
those  of the  Company  or that  achieve  greater  market  acceptance  than  the
Company's offerings. We may also compete with online services and other Web site
operators as well as traditional  off-line  media such as print and  television.
There can be no assurance that the Company will be able to compete  successfully
against its current or future  competitors or that  competition  will not have a
material  adverse  effect on the  Company's  business,  results of operations or
financial condition.

Intellectual Property Rights

         The Company regards its software  technologies,  databases and database
management  software as  proprietary.  The Company  depends on trade secrets for
protection of its software.
<PAGE>

Employees

         As of October 17,  2001 the Company  employed a total of 2 persons on a
full-time basis.  The Company's  employees are not represented by a labor union.
The Company believes that its relations with its employees are good.


                                OTHER INFORMATION

In January 2000, Digital Bridge,  Inc., a wholly owned subsidiary of the Company
merged with Black Stallion  Management,  Inc. (a publicly  traded  company) in a
stock for stock  transaction.  Following the merger,  the Company's interest was
reduced.

In  January,  the Company  also  entered  into asset  purchase  agreements  with
InvestorPackages.com and Market Awareness Consultants.  The purchase prices were
$500,000 and $171,600 respectively, paid for in stock of the Company. See "Legal
Proceedings."

On March 3,  2000,  the  Company  finalized  an asset  purchase  agreement  with
SierraNet.com  (a  Nevada  corporation),  an  Internet  Service  Provider.  The
agreement  makes  SierraNet a wholly owned  subsidiary of the Company  servicing
parts of California, Reno and Lake Tahoe. See "Legal Proceedings."

ITEM 2. - PROPERTIES

     The Company leases approximately 820 sq. ft. of its administrative,  sales
and operations  space in Liberty,  Texas, on a month to month basis from Patrick
Greene, its CEO at the rate of $1,500 per month.

ITEM 3. - LEGAL PROCEEDINGS

     On September 6, 2000,  M&A West filed a lawsuit  against  ISP.Net LLC, John
Kozik,  James  Hollis,  Ostrander  Burch & Company,  Inc.,  David B. Allen,  and
Michael  Montgomery,  docketed as case number  414149 in the  Superior  Court of
California in the County of San Mateo.  M&A West alleged  breach of contract and
various other actions  involving (1) an agency  agreement  where Ostrander Burch
and David Allen served as the agent for M&A West's  purchase of  SierraNet,  and
(2) the acquisition of SierraNet by M&A West. In January 2001, the disputes were
split up between Ostrander Burch & Company and David B. Allen; and ISP.Net, LLC,
James Hollis, and Michael  Montgomery.  The action involving ISP.Net,  LLC, John
Kozik,  and  Michael  Montgomery  was  settled  in May  2001  with  the  parties
rescinding  the sale of  SierraNet.  The  settlement  allowed  SierraNet to keep
$450,000  received by the Company,  but required the return of shares of Company
common stock. The action involving  Ostrander Burch & Company and David B. Allen
settled in July 2001 with M&A West  agreeing to transfer  125,000  shares of its
Digital Bridge, Inc. common stock.

     In January 2001,  four  class-action  lawsuits were filed against M&A West,
Scott  Kelly and Sal  Censoprano  in the  United  States  District  Court of the
Northern  District  of  California   docketed  as  case  numbers   C-01-0046-BZ,
C-01-0033-MEJ,   C-01-0485-EDL,  and  C-01-0502-MEJ.  These  lawsuits  allege  a
fraudulent  scheme  and  course  of  business,  false and  misleading  financial
statements and press releases, as well as other causes of action. The plaintiffs
attorneys have consolidated  these lawsuits into one action.  M&A West is unable
to determine the relief sought by these lawsuits at this time.

     On January 11, 2001, Isa Fowler,  Peter Messore,  Christine LaCapria,  Greg
Miller  and John  Adubato  filed a lawsuit  against  M&A West and  Scott  Kelly,
docketed as case number  L245-01 in the Superior Court of New Jersey for the Law
Division of Monmouth  County.  The suit alleges  breach of  contract,  fraud and
misrepresentation,  and  various  other  causes of action  arising  out of their
termination  of employment  with M&A West. M&A West has been unable to determine
the relief sought in this action.

     In August 2001, the Company entered into a settlement  agreement and mutual
release with Steve Bauman,  the former Chief Executive  Officer and President of
Venturelist.com, Inc. Pursuant to the agreement, the Company transferred 250,000
shares of its Digital  Bridge  common  stock for the release of any  obligations
under an employment agreement.
<PAGE>

         In September 2001, the SEC filed suit against the Company alleging that
the  Company,  either  directly or as a control  person or an aider and abettor,
violated various securities laws. The SEC may seek the following:

*    a permanent injunction  prohibiting future violations of various provisions
     of the  Securities  Act,  Exchange  Act,  Investment  Company Act and Rules
     thereunder;

*    an order for an  accounting  and  disgorgement  plus  prejudgment  interest
     thereon;

*    civil penalties pursuant to the Securities  Enforcement  Remedies and Penny
     Stock Reform Act of 1990; and

*    an  order   pursuant  to  Section   12(j)  of  the  Exchange  Act  revoking
     registration of M&A West's common stock.

         There is an ongoing  investigation  by the U.S.  Department  of Justice
involving M&A West and various  people and entities  formerly  involved with M&A
West. M&A West is unaware of the relief,  if any, sought by the U.S.  Department
of Justice.

         In  addition  to the  litigation  discussed  above,  M&A  West,  in the
ordinary course of business, is a defendant in various lawsuits. In those cases,
M&A West is vigorously defending itself.


ITEM 4. - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the security  holders during the
4th quarter of the fiscal year.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

         The Company's  common stock trades on the OTC Bulletin  Board under the
symbol  "MAWI".  Prior to May 12,  1999,  there was no trading  activity  in the
Company's  common stock. The following chart represents the closing high and low
bid price for each fiscal quarter beginning with the fourth quarter of 1999.

                                                 High                  Low

Quarter-ended May 31, 1999 (4th)                   10                 9.125
Quarter-ended August 31, 1999 (1st)             6.125                  5.75
Quarter-ended November 30, 1999 (2nd)           5.875                 5.375
Quarter-ended February 29, 2000 (3rd)              16                15.313
Quarter-ended May 31, 2001 (4th)                 8.75                 7.125

Quarter  ended  August 31,  2000 (1st)          10.00                 3.938
Quarter  ended  November  30, 2000 (2nd)        6.625                  .875
Quarter ended February 28, 2001 (3rd)            .875                  .225
Quarter ended May 31, 2001 (4th)                  .23                   .08

         As of October 17, 2001,  the Company's  common stock was held of record
by 38 approximately persons.

         The Company has never paid a cash dividend. Any dividends in the future
will be dependent on the Company's profitability,  its need for working capital,
the Company's strategic objectives and other factors within the direction of the
Board of Directors.
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         This report contains forward looking  statements  within the meaning of
         Section 27A of the  Securities  Act of 1933, as amended and Section 21E
         of the  Securities  Exchange  Act of 1934,  as amended.  The  Company's
         actual  results  could  differ  materially  from those set forth on the
         forward  looking  statements  as a result of the risks set forth in the
         Company's filings with the Securities and Exchange Commission,  general
         economic conditions, and changes in the assumptions used in making such
         forward looking statements.

M&A West,  Inc. (the  "Company")  is engaged in developing  companies to operate
independently  of the Company,  providing  financial  advisory  services and the
trading of equity securities for its own account.

YEAR ENDED May 31, 2001 COMPARED TO THE YEAR ENDED MAY 31, 1999 AND MAY 31,1998

Net revenues for the year ended May 31, 2001  increased by  $6,777,769 or 1,125%
to $ 7,379,856  from  $602,087 for the  corresponding  period of the prior year.
Consulting  revenues increased by $6,777,769 to $7,379,856 from $602,087 for the
corresponding  period of the prior year.  Internet service provider  revenues of
$247,116  represent a new source of revenue for the  Company.  Revenues  for the
period ended May 31, 1998 totaled $ 97,033.

Selling,  general and  administrative  expenses  for the year ended May 31, 2001
increased  by  $1,153,275  or  77%  to  $2,651,398   from   $1,498,123  for  the
corresponding  period of the prior  year.  The  increase is  attributable  to an
increase in advertising expense of $196,835,  employment and payroll expenses of
$266,059  and an increase of  $690,381 in general and  administrative  expenses.
Selling,  general  and  administrative  expenses  will  continue  to grow as the
Company adds new personnel to assist with its growing portfolio of companies and
to reduce its dependency on outside consultants.  In addition.  As the Company's
incubator  firms grow, the Company's  advertising  budget will increase as these
companies bring their products to market.  Selling,  general and  administrative
expenses for the year ended May 31, 1998 totaled $ 50,431.

Interest  income for the year ended May 31,  2001  increased  by $937 or 257% to
$1,301 from $364 for the  corresponding  period of the prior year. This increase
resulted from increased activity in the Company's  brokerage account.  There was
no interest income for the year ended May 31, 1998.

Equity  losses of affiliates  resulted  from the Company's  ownership in certain
investments  that are  accounted for under the equity  method.  Under the equity
method of  accounting,  the Company's  proportionate  share of each  affiliate's
operating  losses and  amortization of the Company's net excess  investment over
its equity in each  affiliate's  net assets is  included in equity and losses of
affiliates.  Equity in  losses of  affiliates  for the year  ended May 31,  2001
totaled $ 150,574 from the Company's ownership in Shakai Racing, Inc. and Ronlan
Entertainment,  Inc.  an  increase  of  $113,204  or 302% from  $37,370  for the
corresponding period of the prior year. There was no activity for the year ended
May 31,  1998.  The  Company  expects  its  portfolio  companies  to  invest  in
development  of their  products and services,  often  producing and to recognize
operating  losses,  which will result in future  charges  against the  Company's
earnings.

Gains of $ 1,693,030 on the sale of the  subsidiaries  resulted from the sale of
the Company's wholly owned subsidiary. VirtualWagering.com to a European company
and three (3) Pokemon websites.  There were no similar  transactions  during the
corresponding period of the two prior years.

Stock dividend income of $903,717  represents a dividend  received from Workfire
Technologies,  Inc.  This  company  is a spin  off of BCS  Investments  and is a
private  company.  There was no similar  transaction  during  the  corresponding
period of the two prior years.

For the year ended May 31,  2000 the  Company  had a trading  loss of  1,182,984
compared to a trading gain of  $1,224,932  for the  corresponding  period of the
prior year. This decrease is due to the decreasing sales prices of the Company's
stock  portfolio.  Unrealized  gains and losses of  ($2,894,811)  represent  the
write-down to market value of the Company's stock ownership in BCS  Investments,
Inc. (formerly Workfire, Inc.).
<PAGE>

Net income before taxes for the year ended May 31, 2001 increased by $ 2,929,050
to $3,214,457 from $285,407 for the  corresponding  period of the prior year and
$61,947  for the year ended May 31,  1998.  For the year ended May 31,  2001 the
Company  recorded a tax provision of $ 1,278,000 or  approximately  40% reducing
net income to $  1,936,457.  The  provision  for the prior year was $ 128,690 or
approximately  45% and $ 27,200  for the year ended May 31,  1998.  The rate was
slightly  lower for the year ended May 31, 2001  because a portion of the income
was eligible for capital gain rates.

Other comprehensive  income reflects the unrealized gain or loss, net of tax, on
the Company's investment portfolio. For the year ended May 31, 2001, the Company
reported  income net of taxes of $ 12,150,421  from unrealized gain on available
for sale securities  held in the Company's  investment  portfolio.  There was no
comprehensive  income for the corresponding  period of the two prior years. As a
result of this other comprehensive income, the gain on sale of subsidiaries, and
the increase in consulting  revenues,  the Company had comprehensive income of $
14,086,878  for the year  ended May 31,  2001  compared  with  $156,717  for the
corresponding  period of the prior year and  $34,747  for the year ended May 31,
1998.

Liquidity and Capital Resources

At May 31, 2001 the Company had working  capital of $ 15,536,210  including cash
of $ 1,151,546.  This compares with working capital of $2,179,308 including cash
of $  1,141,813  for the  corresponding  period  of the prior  year and  working
capital of $46,493 including cash of $(866) for the year ended May 31, 1998.

Cash flows from operating  activities increased to $ 1,339,568 from cash used in
operations of $ (63,142) for the  corresponding  period of the prior year.  This
change resulted from the increase in consulting revenues and the gain on sale of
subsidiaries  which was  partially  offset by  operating  assets  and  operating
liabilities.  For the year ended May 31,  1998 cash flows  from  operations  was
$(758).

Cash used in investing  activities totaled $(957,995) for the year ended May 31,
2001.  This  resulted  from a net  purchase of  investments  of $ 3,259,664  and
equipment  of $  74,843  offset  by  proceeds  from  sales of  investments  of $
2,376,512.  For the  corresponding  period of the  prior  year the  Company  had
$(795,045)  of cash used by its investing  activities.  This resulted from a net
purchase of investments of $ 790,928 and equipment of $ 4,117.There  was no cash
flow from investing activities for the year ended May 31, 1998.

Cash used for financing  activities of $ 371,840  represents the purchase of the
Company's wholly owned subsidiary SierraNet.

During the current fiscal year, the Company has generated  sufficient funds from
its  operations  to  finance  its growth  and that for the next  twelve  months.
However,   because  management  believes  that  there  are  numerous  investment
opportunities which would be available if the Company had additional  resources,
it is  contemplating  either a debt or equity  offering  during the year  ending
December 31, 2001.


<PAGE>

Factors That May Affect Future Results.

The Company operates in a rapidly changing environment that involves a number of
risks,  some  of  which  are  beyond  the  Company's  control.   Forward-looking
statements  in this  document  and those  made from time to time by the  Company
through its senior management are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
concerning  the expected  future  revenues or earnings or  concerning  projected
plans, performance, product development, product release or product shipment, as
well as other  estimates  related  to future  operations  are  necessarily  only
estimates of future  results and there can be no assurance  that actual  results
will  not  materially  differ  from  expectations.  The  Company  undertakes  no
obligation to publicly  release the results of any revisions to  forward-looking
statements which may be made to reflect events or circumstances  occurring after
the date such statements were made or to reflect the occurrence of unanticipated
events.  Factors  that could  cause  actual  results to differ  materially  from
results anticipated in forward-looking  statements include,  but are not limited
to the following:

Going Concern  Opinion-The  Company's auditor issued a going concern opinion due
the Company's  significant  liabilities and accumulated  deficit. As a result of
the  foregoing,  there is  substantial  doubt  about the  Company's  ability  to
continue as a going concern.

Future  Capital  Needs - During its last  fiscal  year,  the  Company  generated
operating profits which were partially funded by gains on sales of its interests
in other  companies.  To the extent the  Company  may become  involved in future
investments,  the Company may need to access outside sources of financing. There
can be no  assurance  that  any  such  financing  will be  available  or if such
financing is available,  it may involve issuing  securities senior to the Common
Stock or equity financings which are dilutive to holders of the Common Stock.

Class  Action  Lawsuits  Against  M&A West  Raise  Doubts  About  the  Continued
Existence  of M&A West - M&A West has been  named as a  defendant  in four class
action lawsuits and as a defendant in another suit and there can be no assurance
that M&A West will have the capital to fund its continued operations.  The class
action lawsuits  allege  securities  fraud  primarily  involving the issuance of
materially false and misleading  financial  statements in violation of generally
accepted accounting principles. The other suit relates to employment issues. The
foregoing lawsuits  represent  substantial risks to M&A West, and may ultimately
affect its continued existence.

Lawsuit by the SEC Against the Company and  On-Going  Investigation  By the U.S.
Department  of Justice  Raise  Concerns  About  Potential  Liability and Actions
Against M&A West Which Are Likely to Affect Its Continued  Existence-There  is a
lawsuit brought by the SEC and an on-going  investigation by the U.S. Department
of Justice of M&A West and various people  formerly  involved with M&A West. The
SEC's  complaint  states  various causes of action against the Company and it is
likely that M&A West will incur legal  expenses and it is possible that M&A West
will be subject to fines.  The expenses  incurred by M&A West in connection with
these matters reduces the chances that M&A West will continued its operations.

Dependence on Continued Growth of the Internet and Internet Infrastructure - The
Company's future success is highly dependent upon continued growth in the use of
the  Internet  generally  and,  in  particular,  as a  medium  for  advertising,
marketing,  services and commerce. Commercial use of the Internet is at an early
stage of  development,  and market  acceptance  of the  Internet as a medium for
advertising,  information  services  and  commerce is subject to a high level of
uncertainty. The relative effectiveness of the Internet as an advertising medium
as  compared  to  traditional  advertising  media,  for  example,  has not  been
determined.  Further, there can be no assurance that the required infrastructure
to support future Internet user and traffic growth or complementary  products or
services necessary to make the Internet a viable commercial  marketplace will be
developed,  or, if they are  developed,  that the Internet  will become a viable
commercial  marketplace  for products and services  such as those offered by the
Company.  If  commercial  use of the Internet  fails to continue to expand,  the
Company's  business,  results of  operations  and financial  condition  would be
adversely affected.

Dependence  on  Key  Personnel  - The  Company's  performance  is  substantially
dependent  on the  performance  of its  executive  officer,  Pat  Greene and his
assistant,  Kris Lafour.  The loss of the services of Mr.  Greene or Mr.  Lafour
could have a material  adverse effect on its business,  results of operations or
financial  condition.  Competition for talented personnel is intense,  and there
can be no assurance  that the Company  will be able to retain or motivate  other
highly qualified technical and managerial personnel in the future.
<PAGE>

Government  Regulation  and Legal  Uncertainties  The  Company is not  currently
subject to direct  regulation by any government  agency,  other than regulations
applicable to businesses generally. However, governmental regulators may, in the
future, seek to impose regulations on Internet  activities.  There are currently
few laws or  regulations  directly  applicable  to access to or  commerce on the
Internet.  Due to increasing popularity and use of the Internet,  however, it is
possible  that a number of laws and  regulations  may be adopted with respect to
the Internet, covering issues such as user privacy, pricing, characteristics and
quality of  products  and  services.  The  adoption  of any  additional  laws or
regulations  may also decrease the growth of the  Internet,  which could in turn
decrease the demand for the  Company's  products and services or could  increase
the  Company's  cost of  doing  business.  Moreover,  the  applicability  to the
Internet of a range of existing laws in domestic and international jurisdictions
governing issues such as commerce, taxation, property ownership,  defamation and
personal  privacy is  uncertain  and will likely  evolve over the course of many
years.  Any such new legislation or regulation or application or  interpretation
of  existing  laws,  including  tax laws,  could have an  adverse  effect on the
Company's business, results of operations and financial condition.

Rapid Change in Technology  and  Distribution  Channels - Because the use of the
Internet as a commercial  medium is relatively new and continues to evolve,  the
market for the  Company's  products  and  services is  characterized  by rapidly
changing  technology,  evolving  industry  standards,  frequent  new product and
service  introductions,  shifting distribution  channels,  and changing customer
demands. Accordingly, the Company's future success will depend on its ability to
adapt to this rapidly evolving  marketplace.  There can be no assurance that the
Company will be able to adequately adapt its products and services or to acquire
new products and services that can compete successfully or that the Company will
be able to establish and maintain effective  distribution  channels.  Failure to
maintain  competitive  product and service  offerings and distribution  channels
would have an adverse  affect on the Company's  business,  results of operations
and financial  condition.  In addition,  responding to these rapid technological
changes could require substantial  expenditures by the Company, and there can be
no assurance that such expenditures will yield a positive investment return.

Intense  Competition  - The market for Internet  products and services is highly
competitive  and lacks  significant  barriers  to  entry.  The  Company  expects
competition to intensify in the future. Numerous well-established  companies and
smaller   entrepreneurial   companies  are  focusing  significant  resources  on
developing  and  marketing  products  and  services  that will  compete with the
Company's products and services. There can be no assurance that the Company will
be  able  to  compete  successfully  or that  competitive  pressures,  including
possible  downward  pressure  on the  prices it  charges  for its  products  and
services,  will not  adversely  affect its business,  results of operations  and
financial condition.

Uncertainties  Associated  with Selling  Assets - A  significant  element of the
Company's  business  plan  involves  selling,  in public or  private  offerings,
portions of the companies it has acquired and developed.  The Company's  ability
to engage in any such  transactions,  the  timing of such  transactions  and the
amount of proceeds  from such  transactions  are  dependent  on market and other
conditions  largely beyond the Company's control.  Accordingly,  there can be no
assurance  that the Company will be able to engage in such  transactions  in the
future or that when the Company is able to engage in such transactions they will
be at favorable prices. If the Company were unable to liquidate  portions of its
portfolio  companies at favorable  prices,  the  Company's  business,  financial
condition and results of operations would be adversely affected.

Fluctuating  Value of Certain Stock Assets - A portion of the  Company's  assets
includes the equity  securities of both publicly traded and non-publicly  traded
companies.  Such  assets  include a large  number  of shares of common  stock of
VirtualLender.com,   Inc.  and  Digital  Bridge,   Inc.,  both  publicly  traded
companies.  Fluctuations  in the market price and  valuations  of the  Company's
holdings in such other  companies,  which are partially  dependent on market and
other  conditions  that  are  beyond  the  Company's  control,   may  result  in
fluctuations of the market price of the Company's Common Stock.
<PAGE>

Dependence on Proprietary  Rights;  Risk of Infringement - The Company's success
depends in part on its  proprietary  technology  and its ability to protect such
technology under applicable patent, trademark,  copyright and trade secret laws.
Accordingly,  the Company  seeks to protect  the  intellectual  property  rights
underlying its products and services by filing  applications and  registrations,
as appropriate, and through its agreements with employees,  suppliers, customers
and partners.  However,  there can be no assurance that measures  adopted by the
Company to protect its  proprietary  technology  will  prevent  infringement  or
misappropriation  of such technology.  Further,  legal standards relating to the
validity,  enforceability and scope of protection of certain  proprietary rights
in the context of the Internet industry currently are not resolved.  The Company
licenses certain components of its products and services from third parties. The
failure  by the  Company  to  maintain  such  licenses,  or to find  replacement
components in a timely and cost effective manner,  could have a material adverse
effect on the Company's business,  results of operation and financial condition.
From time to time the Company has been,  and expects to continue to be,  subject
to claims in the ordinary  course of its business,  including  claims of alleged
infringement  of  intellectual  property rights of third parties by the Company.
Any such claim could  subject the Company to  significant  liability for damages
and could result in invalidation of the Company's  proprietary  rights and, even
if not meritorious,  could be time-consuming  and expensive to defend, and could
result in the diversion of  management  time and  attention,  any of which could
have an adverse  effect on the  Company's  business,  results of  operations  or
financial condition.

ITEM 7.  FINANCIAL STATEMENTS.

         The financial statements of the Company,  together with the independent
auditors'  report  thereon of Malone & Bailey,  PLLC appear on pages F-1 through
F-14 of this  report.  See  Index  to  Financial  Statements  on page 18 of this
report.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         In  December  2000,  the  Company  changed  its  principal  independent
accountants  from Hood & Strong to Malone & Bailey,  PLLC.  The  Company  had no
disagreements on any material matters with its former accountants.

         In 2001, During the audit of the Company's financial statements for the
fiscal year ended May 31, 2000,  Hood & Strong had the  following  disagreements
with the Company that were resolved to Hood & Strong's satisfaction:

*    The Company initially  disagreed with the amortization period Hood & Strong
     believed appropriate for certain long-term intangible assets related to the
     acquisitions  of the  assets of  Investor  Packages  and  Market  Awareness
     Consultants.

*    The Company initially  disagreed with the amortization period Hood & Strong
     belived  appropriate for the goodwill  related to the acquisition of Sierra
     Net.

*    The  Company  initially   disagreed  with  Hood  &  Strong's  opinion  that
     marketable  equity  securities  at  May  31,  2000,  should  be  valued  in
     accordance with FAS 115.

*    The Company initially disagreed with Hood & Strong's opinion that losses on
     the sale of equity  securities  received for consulting  services should be
     recorded as trading losses.

On December 22, 2000,  Hood & Strong  advised the Company that  information  had
come to the  accountant's  attention that caused it to conclude that its opinion
on the financial statements dated August 3, 2000 for the year ended May 31, 2000
cannot be relied upon. Accordingly,  Hood & Strong withdrew its auditors report.
The  Company  reduced the  revenues  that were stated for the year ended May 31,
2000 and the quarter ended August 31, 2000.
<PAGE>

         On December 27, 2000,  the  Registrant  engaged Malone & Bailey PLLC as
its independent  accountants for the fiscal year ended May 31, 2000.  During the
two most recent fiscal years and any subsequent interim period prior to engaging
Malone & Bailey,  the  Company did not  consult  with Malone & Bailey  regarding
either (i) the application of accounting principals to a specified  transaction,
either  completed  or  proposed;  or the type of  audit  opinion  that  might be
rendered  on the  Company's  financial  statements;  or (ii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related  instructions)  or a reportable event (as defined
in Item  304(a)(1)(v) of Regulation S-K).  Malone & Bailey PLLC has reviewed the
disclosure  required by Item 304(a) before it was filed with the  Commission and
has been provided an opportunity to furnish the Company with a letter addresssed
to the Commission containing any new information, clarification of the Company's
expression  of its views,  or the  respects  in which it does not agree with the
statements made by the Company in response to Item 304(a).  Malone & Bailey PLLC
did not furnish a letter to the Commission.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

         The directors and executive  officers currently serving the Company are
as follows:

 Name                       Age        Positions Held and Tenure
------                     -----      ---------------------------
Pat Greene                 58         CEO, Secretary & Chairman of the Board

     The  director  named above will serve until the next annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none currently exists or is contemplated.

     The director and officer will devote full time to the Company's  affairs on
an "as needed" basis, which, depending on the circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall within the range of five to ten hours per month.

Biographical Information

     Patrick R. Greene has served as the Chief Executive Officer and Chairman of
M&A West since January 2001. Mr. Greene has served as the secretary and director
of   Venturelist   since  February  2001.  In  April  1997  Mr.  Greene  founded
PinkMonkey.com,  Inc., a digital  publisher of  educational  study  guides,  and
served as the Chief  Executive  Officer and  Chairman of the Board until  August
1999.  Since August 1999, Mr. Greene has remained a director of  PinkMonkey.com.
In December  2000,  Mr.  Greene  entered into a stipulation  and consent  order,
whereby  Mr.  Greene  neither  admitted  or  denied  any  allegations  regarding
violations of the federal securities laws.  Pursuant to the order, Mr. Greene is
permanently restrained and enjoined from violating Section 10(b) of the Exchange
Act and  Commission  Rule 10b-5 and Mr.  Greene agreed to pay a civil penalty of
$20,000. From January 1994 through March 1997, Mr. Greene served as a consultant
to several large  companies in South Asia and the Middle East. From 1969 through
1984,  Mr.  Greene  served as a  regional  corporate  finance  manger for Cogan,
Berlin, Weill and Levitt/Shearson Hammill. Prior thereto, Mr. Greene specialized
in auditing and computer  systems for Touche Ross,  now Deloitte & Touche,  LLP.
Mr.  Greene is a graduate  of Texas A&M  University  and is a  certified  public
accountant

Recent Developments

         On  January 5, 2001,  Scott  Kelly  resigned  as the  president,  chief
executive  officer  and  chairman  of the board of M&A West.  In  January  2001,
Patrick R. Greene became the chief  executive  officer and chairman of the board
of M&A  West.  As of  March  20,  2001,  First  Security  Bank  was  transferred
approximately  5 million  shares from the Kelly Family Trust pursuant to a stock
pledge agreement with Mr. Kelly and the Kelly Family Trust. On January 11, 2001,
Sal Censoprano  resigned as the chief financial officer,  secretary and director
of M&A West.  On February  21,  2001,  Mr.  Censoprano  resigned  as  treasurer,
secretary  and  director  of  Venturelist,  our  majority-owned  subsidiary.  In
February  2001,   Patrick  R.  Greene  became  the  secretary  and  director  of
Venturelist  and Kris Lafour  became a director.  On July 9, 2001,  Steve Bauman
resigned  as  the  president,  chief  executive  officer  and as a  director  of
Venturelist  at which time Kris  Lafour was elected to serve as  president.  See
"Legal Proceedings."
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

         The Compensation  payable to the Company's officer and director for the
current fiscal year is as follows:

Name                                Fiscal Year  Annual Salary

Patrick R. Greene, Chief Executive  2000-2001      $108,000
Officer and Secretary

Scott Kelly, Chief Executive        2000-2001      $101,665
Officer

     Mr.  Greene is employed for a period of three  years,  expiring in February
2004. Mr. Greene  receives a salary of $7,500 per month and  reimbursements  for
office  space of $1,500  per  month.  None of the  Company's  officers  received
compensation from the Company during the fiscal year of 1999.

Compliance with Section 16(a) of the Exchange Act

Section  16(a) of the Exchange Act requires the Company's  directors,  executive
officers and persons who own more than ten percent of a registered  class of the
Company's equity  securities  ("10%  holders"),  to file with the Securities and
Exchange  Commission  (the "SEC")  initial  reports of ownership  and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors,  officers and 10% holders are required by SEC  regulation  to furnish
the Company with copies of all of the Section  16(a)  reports  they file.  Based
solely  on  a  review  of   reports   furnished   to  the   Company  or  written
representations  from the Company's  director and executive  officer  during the
fiscal year ended May 31, 2001, all Section 16(a) filing requirements applicable
to its director, officer and 10% holders for such year were complied with.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets forth,  as of October 17, 2000 the number of
shares of common stock owned of record and  beneficially by executive  officers,
directors,  persons who hold 5% or more of the  outstanding  common stock of the
Company, and by all officers and directors as a group:

Name                          Number of shares                       Percent of
and Address                   Owned Beneficially                     Class Owned
--------------               ---------------------                   -----------

Patrick R. Greene
1519 Edgewood                      4,116,357(1)                          36.9%
Liberty, Texas 77575

Wells Fargo Bank                      4,984,600                          44.3%

Administrative Systems
 Corporation, a Nevada
 corporation                          1,647,500                          14.6%
<PAGE>

The Newman Company
 1325 Airmobile Way
 Suite 175
 Reno, NV  89502                        986,220                          8.76%

Zacco Equities, Ltd.
P. O. Box 116
Road Town Tortola
British Virgin Islands                  905,015                          8.07%

All Officers and directors
as a group (1 in number)              4,116,357(1)                       36.9%

(1)  Patrick  Greene  has  a  voting  agreement  with   Administrative   Systems
     Corporation,  The Neuman  Company,  Global Capital  Concepts,  Inc.,  Zacco
     Equities,  Ltd.  and Realtec  where Mr.  Greene has the right to vote these
     shares.

ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Patrick  Greene,  the  Company's  former  Chief  Executive  Officer and
Chairman,  is the owner of the  building  which housed the  Company's  principal
headquarters  and leased the building to the Company since  February  2001.  The
Company  leases  approximately  820 sq. ft. of office space and equipment from
Mr. Greene for $1,500 per month.

Indemnification of Officers and Directors

         As permitted by Colorado law, the Company's  Articles of  Incorporation
provide that the Company  will  indemnify  its  directors  and officers  against
expenses and liabilities they incur to defend,  settle,  or satisfy any civil or
criminal  action  brought  against them on account of their being or having been
Company directors or officers unless,  in any such action,  they are adjudged to
have  acted   with  gross   negligence   or  willful   misconduct.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions,  the Company has been informed that, in the opinion of
the Securities and Exchange  Commission,  such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

         Pursuant to the Colorado  Corporation  Code, the Company's  Articles of
Incorporation  exclude personal liability for its directors for monetary damages
based upon any violation of their  fiduciary  duties as directors,  except as to
liability  for any breach of the duty of loyalty,  acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
acts in violation of Section  7-5-114 of the Colorado  Corporation  Code, or any
transaction from which a director receives an improper  personal  benefit.  This
exclusion of liability  does not limit any right which a director may have to be
indemnified  and does not  affect  any  director's  liability  under  federal or
applicable state securities laws.

<PAGE>


ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.           Document

     3.1  Articles of Incorporation  (incorporated by reference to Form 10-KSB/A
          filed with the  Securities  and Exchange  Commission  on behalf of the
          Company on January 10, 1997)

     3.2  Bylaws  (incorporated  by  reference  to Form 10- KSB/A filed with the
          Securities and Exchange Commission on behalf of the Company on January
          10, 1997).

     10.1 Employment agreement with Patrick Greene (incorporated by reference to
          Form 8-K filed with the Securities  and Exchange  Commission on behalf
          of the Company on March 15, 2001).

     10.2 Promissory Note with Realtec,  Ltd  (incorporated by reference to Form
          10QSB filed with the Securities  and Exchange  Commission on behalf of
          the Company on April 26, 2001).

     10.3 Security Agreement (incorporated by reference to Form 10QSB filed with
          the  Securities  and Exchange  Commission  on behalf of the Company on
          April 26, 2001).

     (b)          Reports on Form 8-K

     On March 15,  2001,  the  Company  filed a report on Form 8-K  relating  to
Patrick R.  Greene  entering  into a three  year  employment  contract  with the
Company to serve as its Chief Executive Officer.

                                   Signatures

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                      M & A West, Inc.

                                      By: /s/ Patrick R. Greene
                                         ---------------------------------------
                                      (Principal Executive Officer and Director)
Date: October 17, 2001

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


 Name                     Title                                       Date
------                   -------                                     ------

/s/ Patrick R. Greene
______________________   Chairman of the Board, Chief           October 17, 2001
Patrick R. Greene        Executive Officer and Secretary

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
M&A West, Inc.

We have audited the  accompanying  balance sheet of M&A West, Inc. as of May 31,
2001, and the related statements of operations,  stockholders' deficit, and cash
flows for each of the two years then ended.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of M&A West, Inc. as of May 31,
2001,  and the results of its  operations and its cash flows for each of the two
years then ended in conformity with accounting  principles generally accepted in
the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As more fully  discussed in
Note 3 to the consolidated financial statements,  the Company's negative working
capital  position,  and losses incurred  during the last year raise  substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty. Management's plans concerning these
matters are described in Note 3.


/s/ Malone & Bailey, PLLC
Houston, Texas

September 28, 2001


<PAGE>


                                 M&A WEST, INC.
                           CONSOLIDATED BALANCE SHEET

                                                                    May 31,
                                                                      2001
                                                                 ---------------

     ASSETS

     Current assets:
       Cash and cash equivalents                                      $ 22,423
       Investments, available for sale                                 147,602
       Other current assets                                             58,000
                                                                 ---------------
         Total current assets                                          228,025

     Long-term investments                                              60,000
                                                                 ---------------
                                                                     $ 288,025
                                                                 ===============

     LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current liabilities:
       Accounts payable and accrued liabilities                      $ 139,637
       Advances                                                      4,179,167
       Line of credit                                                  250,000
       Notes payable                                                 1,993,054
                                                                 ---------------
         Total current liabilities                                   6,561,858
                                                                 ---------------

     Commitments and contingencies

     Stockholders' deficit:
       Common stock, no par, 100,000,000 shares
         authorized:  11,122,758 shares issued and outstanding:      3,845,228
       Accumulated deficit                                         (8,372,857)
       Accumulated other comprehensive loss                        (1,374,364)
                                                                 ---------------
                                                                   (5,901,993)
     Less: Treasury shares, at cost                                  (371,840)
                                                                 ---------------
                                                                 ---------------
                                                                   (6,273,833)
                                                                 ---------------
                                                                 ---------------
                                                                     $ 288,025
                                                                 ===============
                                                                 ===============


               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.
<PAGE>




                                 M&A WEST, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>


                                                                    Year ended May 31,
                                                                 2001                2000
                                                           ------------------   ----------------
<S>                                                       <C>                    <C>

                                                                                  (As Restated)
     Revenue:
         Consulting                                                $  1,461        $ 2,995,454
         Internet service provider                                  893,352            116,320
                                                           ------------------   ----------------
           Total revenue                                            894,813          3,111,774
     Cost of sales - Internet service provider                      507,355                  -
                                                           ------------------   ----------------
     Gross profit                                                   387,458          3,111,774

     Selling, general and administrative                          2,738,230          2,512,818
     Impairment                                                      41,255          3,671,600
                                                           ------------------   ----------------
     Income (loss) from operations                              (2,392,027)        (3,072,644)
     Other income (expense):
       Trading losses                                              (46,482)          (690,828)
       Interest expense, net                                      (547,312)          (244,250)
       Unrealized losses                                                  -          (211,084)
       Equity in losses of unconsolidated subsidiaries          (1,268,399)          (209,099)
       Loss on sale of equipment                                   (38,155)                  -
       Gain on sale of subsidiary                                   109,118                  -
                                                           ------------------   ----------------
                                                                (1,791,230)        (1,355,261)
                                                           ------------------   ----------------

     Loss before provision for income taxes                     (4,183,257)        (4,427,905)
     Benefit for income taxes                                             -           (46,841)
                                                           ------------------   ----------------
     Net loss                                                   (4,183,257)        (4,381,064)
     Comprehensive loss:
     Unrealized losses on available for sale securities           (905,625)          (468,739)
                                                           ------------------   ----------------
     Comprehensive loss                                       $ (5,088,882)       $(4,849,803)
                                                           ==================   ================

     Basic net loss per common share                               $ (0.38)           $ (0.39)
                                                           ==================   ================

     Weighted average shares outstanding                         11,122,758         11,096,764
                                                           ==================   ================
</TABLE>





               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


<PAGE>

                                 M&A WEST, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>


                                                                                          Accumulated
                                                                                             other
                                                                        Accumulated      comprehensive
                                              Common Stock                 deficit           income       Treasury stock
                                      ------------------------------  ----------------- ----------------- ---------------
                                          Shares          Amount                                                              A
                                      -------------- ---------------  ----------------- ----------------- ---------------
<S>                                   <C>             <C>             <C>               <C>               <C>


      Balance at May 31, 1999           11,000,000       $  20,538           $191,464             $   -           $   -
      Issuance of common stock in
      Connection with acquisitions         198,258       3,221,600                  -                 -               -
      Repurchased 75,500 shares of
      treasury stock, at cost             (75,500)               -                  -                 -       (371,840)
      Imputed interest on advances               -         226,965                  -                 -               -
      Net loss                                   -               -        (4,381,064)                 -               -
      Unrealized loss on
      investments                                -               -                  -         (468,739)               -
                                      -------------- ---------------  ----------------- ----------------- ---------------
                                      -------------- ---------------  ----------------- ----------------- ---------------
      Balance at May 31, 2000           11,122,758       3,469,103        (4,189,600)         (468,739)       (371,840)
                                                                      ----------------- ----------------- ---------------
                                      -------------- ---------------  ----------------- ----------------- ---------------
      Imputed interest on advances               -         376,125                  -                 -               -
      Net loss                                   -               -        (4,183,257)                 -               -
      Unrealized loss on
      investments                                -               -                  -         (905,625)               -
                                      -------------- ---------------  ----------------- ----------------- ---------------
                                      -------------- ---------------  ----------------- ----------------- ---------------
      Balance at May 31, 2001           11,122,758     $ 3,845,228      $ (8,372,857)      $(1,374,364)     $ (371,840)
                                      ============== ===============  ================= ================= ===============
                                      ============== ===============  ================= ================= ===============
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


<PAGE>

                                 M&A WEST, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>




                                                                                             Years ended May 31,
                                                                                      -----------------------------------
                                                                                           2001               2000
                                                                                      -----------------------------------
                                                                                                          (As Restated)
<S>                                                                                    <C>                 <C>


     Cash flows from operating activities:
       Net loss                                                                        $ (4,183,257)      $ (4,381,064)
       Adjustments to reconcile net income to net cash
         Provided by (used in) operating activities:
           Bad debt                                                                          158,754                  -
           Non-operating (gains) losses on investments                                        46,482            660,522
           Equity in loss of unconsolidated subsidiary                                     1,268,399            209,099
           Depreciation and amortization                                                      38,155             15,697
           Gain on divestiture of subsidiary                                               (109,118)                  -
           Deferred income taxes                                                                   -             12,110
           Imputed interest on advances                                                      376,125            226,925
           Impairment                                                                         41,255          3,671,600
           Changes in operating assets and liabilities, excluding effects from
           Acquisitions and divestitures of subsidiaries:
           Other current assets                                                               34,468          (175,222)
           Accounts payable and accrued expenses                                             112,593          (562,995)
           Income taxes                                                                            -          (226,000)
                                                                                      ----------------   ----------------
             Net cash provided by (used in) operating activities                         (2,216,144)          (549,328)
                                                                                      ----------------   ----------------

     Cash flows from investing activities:
       Purchase of equipment                                                                       -           (74,843)
       Proceeds from investment sales                                                        464,604            754,668
       Purchase of investments, net                                                        (227,051)        (3,322,037)
                                                                                      ----------------   ----------------
             Net cash used in  investing activities                                          237,553        (2,641,852)
                                                                                      ----------------   ----------------

     Cash flows from financing activities:
       Purchase of treasury stock                                                                  -          (371,840)
       Advances                                                                                    -          2,179,167
       Net (payments) proceeds on line of credit                                             250,000                  -
       Proceeds from notes payable                                                           599,468          1,393,586
                                                                                      ----------------   ----------------
             Net cash provided by financing activities                                       849,468          3,200,913
                                                                                      ----------------   ----------------

     Net increase (decrease) in cash and cash equivalents                                (1,129,123)              9,733
     Cash and cash equivalents at beginning of period                                      1,151,546          1,141,813
                                                                                      ----------------   ----------------
     Cash and cash equivalents at end of period                                            $  22,423        $ 1,151,546
                                                                                      ================   ================

     Supplemental disclosure of cash flow information:
       Income taxes paid                                                                      $     -          $ 158,000
     Non-cash disclosures:
       Issuance of common stock in connection with acquisitions                               $     -        $ 3,221,600
       Unrealized loss on investments, available for sale                                  $ 905,625           $ 468,779
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


<PAGE>


                                 M&A WEST, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 2001


NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

M & A  West,  Inc.  is  engaged  in  providing  management  consulting  services
primarily to public  companies  and investing in equity  securities  for its own
accounts. During fiscal 2000 the Company became an Internet service provider. In
May 2001,  the Company  entered  into an  agreement  and no longer  operates the
Internet  service  provider.  On May  12,  1999,  M & A  West,  Inc.,  a  Nevada
Corporation,  underwent a stock  transfer and exchange with Buffalo  Capital IV,
Ltd., a publicly  traded shell  company.  M & A West,  Inc.  merged with Buffalo
Capital IV, Ltd.  Immediately  after the  transaction,  Buffalo Capital IV, Ltd.
changed  its name to M & A West,  Inc.  All  references  to the Company in these
financial statements refer to M & A West, Inc. the Nevada Corporation,  prior to
May 12, 1999,  and to the merged entity from May 12, 1999  forward.  The Company
operates  offices in  Liberty,  Texas.  Its  offices  in San Bruno,  California;
Atlanta, Georgia; Tinton Falls, New Jersey; and Williamsport,  Pennsylvania have
all been closed.

PRINCIPLES OF CONSOLIDATION.  The consolidated  financial statements include the
accounts  of the  Company  and  its  controlled  subsidiaries.  All  significant
intercompany transactions and balances have been eliminated.

USE OF ESTIMATES.  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.

CASH  EQUIVALENTS.  Cash  equivalents  include  highly  liquid,  temporary  cash
investments  having  original  maturity  dates of  three  months  or  less.  For
reporting  purposes,  cash  equivalents are stated at cost plus accrued interest
which approximates fair value.

LONG-LIVED  ASSETS.  Property,  plant  and  equipment  are  stated  at cost less
accumulated depreciation. Major renewals and improvements are capitalized; minor
replacements,  maintenance  and  repairs  are  charged  to  current  operations.
Depreciation is computed by applying the straight-line method over the estimated
useful lives of the equipment (3 to 5 years).  The Company  performs reviews for
the impairment of long-lived  assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.

TRADING AND  AVAILABLE FOR SALE  SECURITES.  Investments  in  marketable  equity
securities  held for  trading  purposes  are  presented  at market  value,  with
realized  and  unrealized  gains and  losses on the  investments  recognized  in
earnings during the period incurred. Investments in marketable equity securities
available  for sale are  presented at market value,  with  unrealized  gains and
losses, recorded as a separate component of stockholders' deficit.

EQUITY AND LONG-TERM INVESTMENTS.  The Company holds minority equity investments
in  companies  within the  Company's  strategic  focus.  These  investments  are
accounted  for under the cost method as the Company does not have the ability to
exercise  significant  influence over operations.  Investments where the Company
can exercise significant influence, the Company uses the equity method. Declines
in value that are judged to be other than temporary are reported in other income
and expense.

REVENUE RECOGNITION.  The Company recognizes revenue when persuasive evidence of
an  arrangement  exists,  delivery  has  occurred,  the sales  price is fixed or
determinable  and  collectibility  is probable.  Revenue earned from services is
recognized ratably over the contractual period or as the services are performed.



<PAGE>


INCOME  TAXES.  The  Company  accounts  for  income  taxes  under  the asset and
liability  approach.  The  asset and  liability  approach  is used to  recognize
deferred tax assets and liabilities for the expected future tax  consequences of
temporary  differences  between the carrying amounts and the tax basis of assets
and  liabilities.  The  Company  records a  valuation  allowance  to reduce  the
deferred tax assets to the amount that is more likely than not to be realized.

ADVERTISING COSTS. Advertising costs are charged to operations when incurred.

EARNINGS PER COMMON SHARE.  Basic  earnings  (loss) per common share is computed
using the  weighted  average  number of common  shares  outstanding  during  the
period.

COMPREHENSIVE LOSS. Other comprehensive loss refers to revenues, expenses, gains
and losses that under  accounting  principles  generally  accepted in the United
States are  included in  comprehensive  loss but are  excluded  from net loss as
these amounts are recorded  directly as an adjustment to  stockholders'  equity,
net of tax. The  Company's  other  comprehensive  loss is composed of unrealized
gains and losses on available-for-sale  securities. Amounts relating to realized
investment gains and losses and investment  impairment  charges are reclassified
from other comprehensive loss as they are included in net loss.

RECLASSIFICATIONS.  Certain  items in  fiscal  2000 have  been  reclassified  to
conform to the fiscal 2001 presentation. Such reclassifications had no effect on
net loss or stockholders' deficit.

NOTE 2. RESTATEMENT

In September  2001,  the Company  received a complaint  from the  Securities and
Exchange  Commission  ("SEC")  that  alleged,  among  other  things,  fraudulent
transactions  where the Company recorded  consulting  revenue and gains from the
sale of  subsidiaries.  The  complaint  also alleged,  among other  things,  the
Company  manipulated the stock price of its  investments,  thereby  fraudulently
increasing its net income and other comprehensive  income. These allegations are
directed at former members of the Company's  management and others. All of these
individuals are no longer associated with the Company in any manner.

Overview

The Company re-valued shares received from Workfire.com,  Inc.  ("Workfire") and
reduced  consulting  revenue  by  $3,384,602  as of May 31,  2000.  The  Company
reversed the gain and the associated  investment of $903,717from  the receipt of
Workfire  Technologies,   Inc.   ("Technologies")  common  stock  from  a  stock
distribution  as of May  31,  2000.  The  Company  also  reversed  realized  and
unrealized losses from the sale of Workfire since it was re-valued as of May 31,
2000.

The Company re-characterized consulting revenue of $875,000 as notes payable and
consulting revenue of $125,000 as advances and reclassified  deferred revenue as
advances of $854,167 as of May 31, 2000.

The  Company  reversed  the gains on sales of  subsidiaries  of  $1,693,030  and
reclassified $1,200,000 as advances and $500,000 as a note payable.

The Company  re-valued  its  investment in VLDC  Technologies  ("VLDC") from its
market price of $2.50 as of May 31, 2000 to a discounted $0.175 per share due to
its lack of trading volume and restrictions. The Company recorded its investment
in VLDC at $905,625 and recorded an unrealized loss in other  comprehensive loss
of $468,739 as of May 31, 2000. The Company  reversed its original  valuation of
$12,937,500 and the corresponding deferred taxes and other comprehensive income.
The Company also restated its shares in VLDC classified as trading from $756,933
to $52,985 or $.175 per share

The Company determined it had the ability to exercise  significant  influence in
Digital  Bridge,  Inc.  ("Digital") and recorded its investment in Digital under
the equity method. The Company originally recorded Digital as available for sale
at  $9,140,625  and the  corresponding  deferred  taxes and other  comprehensive
income.
<PAGE>

In April 1999, the Company received  $2,000,000 from the father in-law of former
CEO  Scott  Kelly,  during  the year  ended May 31,  1999.  The  $2,000,000  was
originally  recorded  as common  stock and has been  restated as  advances.  The
Company never issued stock for the $2,000,000 received.

Workfire Revenue and Stock Dividend Income

The Company's  financial  statements  as of May 31, 2000,  have been adjusted to
reflect  consulting revenue of $930,973 from the receipt of 750,500 free trading
common  shares  of  Workfire  and to  reverse  a  gain  recorded  from  a  stock
distribution.  The adjusted  revenue was based on  subsequent  proceeds from the
sales of Workfire and related stocks and market value of remaining unsold shares
as of September 2001.The Company used this approach due to Workfire being thinly
traded since inception. The Company originally recorded $4,315,375 in consulting
revenue from the receipt of 750,500 shares of Workfire common stock and recorded
a gain from a stock  distribution of $903,717 from the receipt of 344,930 shares
of Technologies from a stock distribution as of May 31, 2000.

During the 1st quarter 1999, the Company received 750,500 free trading shares of
common stock of Workfire.  The Company  recorded the Workfire shares at its then
market price of $5.75 per share and recorded  $4,315,375 in consulting  revenue,
however,  because Workfire was thinly traded, the Company now has discounted the
value of the securities received.

Of the 750,500  shares,  the Company  sold  311,060  shares of Workfire  for net
proceeds of  $628,719.  The Company  transferred  15,000 for services on 9/22/00
valued at $1.31 per share or $19,650.  This transfer was recorded in general and
administrative  expense.  The remaining  424,400  shares  became BCS  Investment
Corporation ("BCS") when Workfire and BCS merged. The Company sold 20,000 shares
of BCS for net proceeds of $10,293.  During November 1999, the Company  received
344,930  shares  of  Workfire  Technologies,  Inc.  ("Technologies")  in a stock
distribution  and recorded a gain of $903,717.  The Company reversed the gain of
$903,717 recorded as of May 31, 2000. The remaining 404,440 shares of BCS became
404,440 shares of common stock of Crossnet Communications,  Inc. ("Crossnet") in
a reverse  merger.  After the  merger,  there  was a 10 for 1 stock  split.  The
Company currently holds the 40,444 shares of common stock of Crossnet.

During September 2000,  Packateer,  Inc.("Packateer")  acquired Technologies and
the Company received 37,144 shares of Packateer for its 348,420 common shares of
Technology.   Packateer  is   restricted   and  the  Company  is  able  to  sell
approximately  6,000 shares  every 90 days.  During the year ended May 31, 2001,
the  Company  sold 8,000  shares of  Packateer  for net  proceeds  of  $124,709.
Subsequent to May 31, 2001,  the Company sold 8,000 shares of Packateer for cash
proceeds  of $81,339.  As of July 31,  2001,  the  Company had 20,772  shares of
Packateer in an investment account and held 372 shares.

Through July 31, 2001,  total cash proceeds  from Workfire and descended  stocks
was $864,710. The market price of Packateer on September 28, 2001 was $3.19 or a
market  value of $66,263.  No value is  recorded  for the 372 shares held by the
Company.

The market price of Crossnet on September 28, 2001 was $.08; however no value is
recorded for the 40,444 shares of Crossnet due to its lack of trading.

Based on the above factors,  the Company is restating  consulting revenue on the
receipt of Workfire common stock to $930,973 as of May 31, 2000 from $4,315,375.
This represents a discount of approximately 78%.

Consulting Revenue

The  Company's  financial  statements  as of May 31, 2000 have been  adjusted to
reverse  revenue of $1,000,000 and deferred  revenue of $854,167.  As of May 31,
2000,  the Company  recorded  $475,000 in consulting  revenue from  Silverado of
Nevada.  The  agreement  was dated  December 10, 1999.  As of May 31, 2000,  the
Company recorded $200,000 in consulting  revenue from Global Concepts,  Inc. The
agreement  was dated  December  1, 1999.  As of May 31,  2000,  the  Company had
recorded $125,000 in consulting revenue from Ninamir Funding, Inc. The agreement
was dated  February  12,  2000.  As of May 31,  2000,  the Company had  recorded
$200,000 in consulting revenue from Ninamir Funding, Inc. The agreement began on
January 15, 2000.
<PAGE>

The SEC has  alleged  the  funds  received  by the  Company  for the  consulting
services  were  from  sales  of  unregistered  securities  by the  former  chief
executive  officer,  Scott Kelly,  and by other parties  including the Company's
former  outside  counsel.  During  the year  ended  May 31,  2001,  the  Company
determined  no  consulting   services  were  performed  and  have  reversed  the
consulting  revenue and deferred  revenue and recorded  $979,000 as advances and
$875,000 as notes payable as of May 31, 2000.

Gains on Sales of Subsidiaries

     The SEC also alleged the funds received by the Company from the sale of two
     of its subsidiaries  were from the sales of unregistered  securities by the
     former chief executive officer, Scott Kelly, and by other parties including
     the Company's former outside counsel. The Company's financial statements as
     of May 31, 2000 have been  adjusted to reverse gains on the sales of two of
     its subsidiaries.  The Company recorded a gain of $1,197,000 on the sale of
     VirtualWagering.com  for  $1,200,000 and a gain of $496,030 for the sale of
     three  Pokemon  web sites for  $500,000.  The Company  determined  that the
     proceeds will be reclassified as shareholder  advances and the subsidiaries
     will be written off as of May 31, 2000. The $1,200,000 has been restated as
     an advance and the $500,000 has been restated as a note payable.

Investments, Available for Sale - VLDC and Digital

The  Company's  financial  statements  as of May 31, 2000 have been  adjusted to
record  the value of its  Investments,  available  for sale to  $2,939,798  from
$22,981,842.

As of May 31, 2000, the Company recorded its 5,175,000 shares of common stock in
VLDC at its then market price of $2.50 or  $12,937,500.  The Company's  basis in
VLDC was  $1,374,364.  The  market  price of VLDC was $.875 on May 30,  2000 and
$1.05 on June 1, 2000.  The SEC  alleges  that  certain  individuals,  including
former CEO Scott Kelly, manipulated the price of VLDC by buying large volumes of
the stock as of May 30 and May 31, 2000 to inflate the  Company's  balance sheet
and other  comprehensive  income.  The shares of VLDC were restricted as well as
thinly  traded and should have been  recorded at a discount.  The Company  still
holds on hand all 5,175,000  shares of VLDC. As of September 28, 2001,  VLDC was
trading at $.02 per share and had minimal  trading  activity.  The average daily
volume for the year 2001 through  September was  approximately  3,000 shares per
day Due to the  restrictions  and the fact VLDC is thinly  traded,  the  Company
recorded an 80%  discount on the  security in the year ended May 30,  2000.  The
adjusted value of VLDC as of May 31, 2000 was $.175 per share or $905,625.

As of May 31, 2000, the Company recorded its 4,875,000 shares of common stock in
Digital  Bridge,  Inc.  ("Digital")  at its  then  market  price  of  $1.875  or
$9,140,625. The SEC alleges that certain individuals, including former CEO Scott
Kelly,  manipulated the price of Digital by buying large volumes of the stock as
of May 31, 2000 to inflate the Company's  balance sheet and other  comprehensive
income.  The Company  currently holds 9,580,000  shares of Digital.  The Company
received 5,500,000 shares of Digital in December 2000 that were released from an
escrow  account.  The  5,500,000  shares of Digital  were to be  registered  and
distributed to Company shareholders as a stock distribution. The shares were not
registered or  distributed.  The Company  controlled  these shares as of May 31,
2000.  Accordingly,  the Company will record its investment in Digital under the
equity method as of May 31, 2000. As of May 31, 2000,  the Company  recorded its
investment in Digital at cost of $453,060 less its share of Digital's  losses of
$58,525 through March 31, 2000. The Company restated its financial statements as
of May 31, 2000 to record  Digital  under the equity  method.  Accordingly,  the
Digital  investment  as of May 31, 2000 has been  restated  to $394,535  and the
Company  has  reversed  investments,  available  for  sale  by  $9,140,625.  The
corresponding  deferred  taxes and  other  comprehensive  income  have also been
reversed.

Trading Investments - VLDC

     As of May 31, 2000, the Company recorded its 302,773 free trading shares of
     VLDC as trading  securities  at its then market price of $2.50 or $756,933.
     The VLDC stock is thinly  traded and the Company has recorded a discount of
     80% and has restated its  investment in VLDC trading  securities to $52,985
     as of May 31, 2000. The Company  currently holds all 302,773 shares of VLDC
     as of September 28, 2001.


<PAGE>


Sale of Common Stock

The SEC has  alleged  that the sale of stock as of May 31,  1999 were from funds
received  by the Company  from the sales of  unregistered  securities.  In April
1999, the Company received  $2,000,000  which was originally  recorded as common
stock and has been restated as advances.  The Company never issued stock for the
$2,000,000  received.  Accordingly,  the Company has reduced its common stock by
$2,000,000 and recorded advances of $2,000,000 as of May 31, 1999.

The effects of the restatements are as follows:
<TABLE>

                                                              As previously
                For the Year Ended May 31, 2000                  reported            As Restated
         -----------------------------------------------     -----------------     ----------------
         <S>                                                 <C>                    <C>

         Balance sheet:
           Marketable securities held for trading                   $ 810,247             $ 81,021
           Marketable securities available for sale                22,981,842            1,177,936
           Equity investments                                         903,051            1,297,586
           Advances                                                         -            4,179,167
           Income taxes payable 2                                   3,145,000             (58,000)
           Deferred income taxes                                    6,477,487                    -
           Deferred revenue                                           854,167                    -
           Notes payable                                                    -            1,393,586
           Common stock 1                                           5,242,138            3,469,103
           Retained earnings (deficit)                              2,127,921           (4,189,600)
           Accumulated other comprehensive income
             (loss)                                                12,150,421            (468,739)

         Statement of operations:
           Consulting revenue                                       7,379,856            2,995,454
           Interest income (expense), net                               1,301            (244,250)
           Stock dividend income                                      903,717                    -
           Trading gains (losses)                                   (1,182,984)          (690,828)
           Unrealized gains (losses)                                (2,894,811)          (211,084)
           Equity in losses of unconsolidated
             Subsidiaries                                           (150,574)            (209,099)
           Gains on sale of subsidiaries                            1,693,030                    -
           Provision (benefit) for income taxes                     1,278,000             (46,841)
           Net income (loss)                                        1,936,457          (4,381,064)

         Other comprehensive income:
           Unrealized gain on marketable securities
             Available for sale, net of tax                        12,150,421            (468,739)
             Comprehensive income (loss)                           14,086,878          (4,849,803)

           Net income (loss) per share                                  $0.17             $ (0.39)
           Comprehensive income (loss) per share                        $1.27             $ (0.44)
</TABLE>



         1  Common stock is adjusted as of May 31, 1999.
         2  Included in other current assets as of May 31, 1999.


<PAGE>

         NOTE 3. GOING CONCERN

         At May  31,  2000,  the  Company  had  significant  liabilities  and an
         accumulated  deficit.   The  Company  has  significantly   reduced  its
         operations and currently has two employees, but is still in the process
         of identifying  equity  security  investments.  The Company has limited
         resources to invest in target  companies  that are within its strategic
         focus.  To enable the Company to pursue  opportunities,  the  Company's
         management  expects  to settle  certain  significant  liabilities  with
         various  parties.  There can be no  assurance  that the Company will be
         successful  in  settling  those   obligations  and  will  have  reduced
         operations  until those  liabilities  are  settled.  The Company may be
         required to adjust its current course of action, or to cease operations
         and liquidate. As a result of the foregoing, there is substantial doubt
         about  the  Company's  ability  to  continue  as going  concern.  These
         financial  statements do not include any adjustments  that might result
         from the outcome of this uncertainty.

         NOTE 4. DIVESTITURES AND SETTLEMENTS

         On May 4, 2001,  the Company  entered into a settlement  agreement  and
         mutual  release with  SierraNet,  Inc.  ("Sierra").  In March 2000, the
         Company  entered into an asset purchase  agreement and acquired  Sierra
         for  $500,000  and  153,846  common  shares  of the  Company,  of which
         $450,000 had been paid. Sierra had performed  services and invoiced the
         Company $540,000.  The Company filed a suit against certain officers of
         Sierra and a related company. The settlement allowed Sierra to keep the
         $450,000 but required the return of the 153,846  shares of common stock
         of the Company.  After adjusting for the remaining net assets sold, the
         Company had impaired the unamortized  goodwill and customer list during
         the year, and for the expenses  associated  with the  divestiture,  the
         Company  realized a gain of approximately  $109,118.  The common shares
         were received subsequent to May 31, 2001 and canceled.

         On March 1, 2001, the Company  entered into a settlement  agreement and
         mutual  release with  Investor  Packages.com.  (Investor").  In January
         2000, the Company entered into an agreement to acquire 100% of Investor
         for 29,412  shares of the  Company's  common  stock.  The Company  also
         entered into  employment  agreements  with 2 officers of Investor.  The
         Company  transferred  300,000 common shares of Digital Bridge, Inc. for
         the release of any  obligations  under the employment  agreements.  The
         Company  still owns 100% of Investor and recorded a settlement  expense
         of $34,500. Investor currently has no operations.

         On July 18, 2001, the Company  entered into a settlement  agreement and
         mutual release with Ostrander & Company  ("OB").  In November 1999, the
         Company  entered  into  an  agreement  with  OB  who  would  act as the
         Company's  exclusive  investment  banker for $5,000 per month and 5% of
         any gross  amount paid per  transaction.  The Company did not fully pay
         the 5% for the Sierra  transaction.  The  Company  transferred  125,000
         common  shares  of  Digital  Bridge,   Inc.  for  the  release  of  any
         obligations under the investment  banking  agreement.  The Company will
         record the settlement expense of $17,500 as of July 18, 2001.

         On August 1, 2001, the Company entered into a settlement  agreement and
         mutual  release with the former CEO of  Venturelist.com.  In June 2000,
         the  Company's  majority  owned  subsidiary  entered into an employment
         agreement with its CEO. The Company  transferred  250,000 common shares
         of Digital Bridge,  Inc. for the release of any  obligations  under the
         employment  agreement.  The  Company  accrued a  settlement  expense of
         $102,500 as of August 1, 2001.

         NOTE 5. IMPAIRMENT

         During the 4th quarter,  the Company  determined its remaining property
         and equipment were  substantially  impaired.  Accordingly,  the Company
         recorded an impairment charge of $41,255 in loss from operations in the
         year ended May 31, 2001.

         NOTE 6. EQUITY INVESTMENTS

         The Company's interest in Digital is in excess of 20%, accordingly, the
         Company accounts for this investment under the equity method. As of May
         31,  2001,  the  Company  recorded   $394,535  in  equity  in  loss  of
         unconsolidated subsidiary. The Company's carrying amount of Digital was
         $0 as of May 31, 2001.

         The Market value of Digital as of September  28, 2001 is  approximately
         $534,300 or $.06 per share.
<PAGE>

         During the year ended May 31, 2001,  the Company's  share of the losses
         in its other equity investments exceeded the investment and accordingly
         are carried at $0. These Companies are no longer operating entities.

         NOTE 7. LONG-TERM INVESTMENTS

         In April 2001, the Company entered into an agreement with ATAG, Inc., a
         manufacturer  of sub-sea  control systems for the oil and gas industry.
         Pursuant  to  the   agreement,   the  Company   paid  ATAG  $60,000  in
         consideration  for 1,120,000 shares of ATAG common stock. The agreement
         contemplated  the Company spinning off 900,000 shares of ATAG purchased
         by the Company to the Company's  shareholders.  Further,  the agreement
         provided  ATAG an option to pay the  Company  $75,000 for the return of
         1,000,000  shares of ATAG by the  Company.  The  option  to return  the
         shares has been extended to November 2001.

         NOTE 8. ADVANCES

         As stated above,  in September  2001, the Company  received a complaint
         from the SEC that alleged, among other things,  fraudulent transactions
         where the Company recorded  consulting  revenue and gains from the sale
         of subsidiaries. The Company did receive money for certain transactions
         that have been restated as follows:

*    In April  1999,  the  Company  received  $2,000,000  which  was  originally
     recorded as common  stock and has been  restated as  advances.  The Company
     never  issued  stock  for the  $2,000,000  received.  The  Company  imputed
     interest  expense at 9% and  recorded  $180,000  and  $180,000  in interest
     expense for the years ending May 31, 2001 and 2000, respectively.

*    The Company received  $1,200,000 from Ninamir for the sale of the Company's
     wholly owned subsidiary  Virtualwagering.com  during the year ended May 31,
     2000. The Company  originally  recorded a gain of $1,197,000 on the sale of
     Virtualwagering.com.  The  $1,200,000 has been restated as advances and the
     gain reversed as of May 31, 2000. The Company imputed  interest  expense at
     9% and  recorded  $108,000  and $26,926 in  interest  expense for the years
     ended May 31, 2001 and 2000, respectively.

*    The Company  previously  recorded  $500,000  from the sale of three Pokemon
     websites  during  the year  ended  May 31,  2000.  The  Company  originally
     recorded a gain of $496,000 on the sale of the  websites.  The $500,000 has
     been  restated as a note payable to Global  Capital  Concepts as of May 31,
     2000 and the gain reversed. The Company recorded interest expense at 9% and
     recorded  $45,000 and $986 in interest  expense for the years ended May 31,
     2001 and 2000, respectively.

*    The  Company  received  $1,000,000  from  Ninamir and  recorded  consulting
     revenue of $145,833 and deferred revenue of $854,167.  The deferred revenue
     of $854,167 has been restated as advances and $125,000 has been reversed as
     consulting  revenue and has been  restated as advances  and the Company has
     imputed interest at 9% and recorded interest expense of $88,125 and $20,039
     as of May 31, 2001 and 2000, respectively.  o The Company received $875,000
     and previously  recorded  consulting  revenue.  The  consulting  revenue of
     $875,000  has been  restated  as notes  payable  and the  Company  recorded
     interest at 9% and recorded  interest  expense of $78,750 and $17,600 as of
     May 31, 2001 and 2000,  respectively.  See Note 8 for the notes  payable to
     Global Capital Concepts $200,000,  Silverado  $200,000,  and Global Capital
     Concepts $475,000.

         NOTE 9. NOTES PAYABLE

         On August 31, 1999,  the Company  entered  into a promissory  note with
         Global Capital  Concepts for $200,000.  The promissory  note matures on
         August 31, 2000 and is currently  past due as of September 28, 2001 and
         bears interest at 9% payable at maturity.
<PAGE>

         On January 6, 2000,  the Company  entered into a  promissory  note with
         Silverado for $200,000.  The promissory note matures on January 6, 2001
         and is currently  past due as of September 28, 2001 and bears  interest
         at 9% payable at maturity.

         On February 15, 2000, the Company  entered into a promissory  note with
         Global Capital  Concepts for $475,000.  The promissory  note matures on
         February  15, 2001 and is currently  past due as of September  28, 2001
         and bears interest at 9% payable at maturity.

         On May 23, 2000, the Company entered into a promissory note with Global
         Capital  Concepts for $500,000.  The promissory note matures on May 23,
         2001 and is  currently  past due as of  September  28,  2001 and  bears
         interest at 9% payable at maturity.

         On August 31, 2000, the Company entered into a convertible  note with a
         third party for $200,000.  The convertible note matures on November 30,
         2000 and is  currently  past due as of  September  28,  2001 and  bears
         interest at 12% payable at maturity. The note is convertible at a fixed
         price of $4.00.

         On January 25, 2001,  the Company  entered into a promissory  note with
         Realtec, Ltd. for $250,000.  The promissory note matures on January 25,
         2002.  The note bears interest at 9% payable at maturity and is secured
         by 1,500,000 shares of Digital Bridge, Inc. common stock.

         On October 11, 2000, the Company entered into a $500,000 line of credit
         with a financial institution that bears interest at prime (as published
         by the Wall  Street  Journal)  plus  1.5%.  The loan was  secured  by a
         $250,000  certificate  of deposit that has been used to pay the line of
         credit. As of May 31, 2001, the outstanding  balance is $250,000,  plus
         accrued  interest.  The  principal  and  interest are due on October 1,
         2001.

         NOTE 10. INCOME TAXES

         Deferred  taxes  are  determined  based  on the  temporary  differences
         between  the  financial  statement  and  income tax basis of assets and
         liabilities  as  measured  by the  enacted  tax rates  which will be in
         effect when these differences reverse.

         The components of deferred income tax assets  (liabilities)  at May 31,
         2001 were as follows:

         Net operating loss carryforward                        $ 1,032,000
         Loss on write-off of investments and impairment          1,927,000
                                                                ------------
                                                                ------------
         Gross deferred tax assets                                2,959,000
         Valuation allowance                                    (2,959,000)
                                                                ------------
                                                                ------------
         Net deferred tax asset                                     $     -
                                                                ============
                                                                ============


         At May 31, 2001, the Company  provided a 100%  valuation  allowance for
         the deferred tax asset  because it could not  determine  whether it was
         more likely than not that the deferred tax asset would be realized.

         For the years  ended May 31,  2001 and 2000,  the  income  tax  benefit
         determined  by applying the  statutory  income tax rate to pre-tax loss
         differs from the actual benefit as follows:
<TABLE>


                                                                2001                2000
                                                              -------------   --------------
        <S>                                                   <C>              <C>

         Provision for income tax benefit at statutory rate   $(1,422,000)    $ (1,490,000)
         Change in deferred tax asset valuation allowance        1,423,000        1,536,000
         Other                                                     (1,000)         (46,000)
                                                              -------------   --------------
                                                              -------------   --------------
                                                                   $     -          $     -
                                                              =============   ==============
</TABLE>

         At May 31, 2001, the Company had a net operating loss carryforwards for
         federal income tax purposes totaling approximately $3,000,000 which, if
         not utilized, will expire in years 2020 and 2021.

         In 2001,  the Company had a change in ownership,  which has resulted in
         the Company's net operating loss carryforward  being subject to certain
         utilization limitations in the future.
<PAGE>

         NOTE 11. PREFERRED STOCK

         The Company is authorized to issue up to 10 million shares of preferred
         stock,  with rights and  privileges  to be  determined  by the Board of
         Directors. No preferred shares were issued or outstanding as of May 31,
         2001.

         NOTE 12. RELATED PARTY TRANSACTIONS

         During the year ended May 31, 2001, the Company paid its CEO $1,500 for
         office and equipment rent. The Company  recorded $7,500 in rent expense
         for the year ended May 31, 2001.

         During the year ended May 31, 2000,  the Company  paid Digital  Bridge,
         inc. approximately $165,000 for website maintenance services.

         NOTE 13. SUPPLEMENTAL CASH FLOW INFORMATION

         During the year  ended May 31,  2001,  the  Company  had the  following
         non-cash  transaction  whereby,  the Company  converted  $1,375,000  in
         advances and recorded $1,375,00 in notes payable.

         During the year  ended May 31,  2000,  the  Company  had the  following
         non-cash  transactions  whereby the  Company  issued  29,412  shares of
         common stock in the acquisition of Investor and issued 15,000 shares of
         common stock in the acquisition of Market Awareness  Consultants valued
         at $3,221,600.

         NOTE 14. COMMITMENTS AND CONTINGENCIES

         On February 1, 2001, the Company  entered into an employment  agreement
         with the  Chief  Executive  Officer  of the  Company.  The  three  year
         agreement provides a monthly salary of $7,500 and $1,500 for office and
         equipment rent.

         On September  6, 2000,  M&A West filed a lawsuit  against  ISP.Net LLC,
         John Kozik,  James Hollis,  Ostrander Burch & Company,  Inc.,  David B.
         Allen,  and Michael  Montgomery,  docketed as case number 414149 in the
         Superior  Court of  California  in the  County of San  Mateo.  M&A West
         alleged  breach of contract and various other actions  involving (1) an
         agency  agreement  where  Ostrander Burch and David Allen served as the
         agent for M&A West's purchase of SierraNet,  and (2) the acquisition of
         SierraNet by M&A West.  In January  2001,  the  disputes  were split up
         between Ostrander Burch & Company and David B. Allen; and ISP.Net, LLC,
         James Hollis,  and Michael  Montgomery.  The action involving  ISP.Net,
         LLC, John Kozik,  and Michael  Montgomery  was settled in May 2001 with
         the parties  rescinding  the sale of  SierraNet.  The action  involving
         Ostrander  Burch & Company and David B. Allen settled in July 2001 with
         M&A West  agreeing to transfer  125,000  shares of its Digital  Bridge,
         Inc. common stock.

         In January  2001,  four  class-action  lawsuits  were filed against M&A
         West,  Scott Kelly and Sal  Censoprano  in the United  States  District
         Court of the Northern  District of California  docketed as case numbers
         C-01-0046-BZ,  C-01-0033-MEJ,  C-01-0485-EDL, and C-01-0502-MEJ.  These
         lawsuits allege a fraudulent  scheme and course of business,  false and
         misleading  financial  statements and press releases,  as well as other
         causes of action.  The plaintiff's  attorneys have  consolidated  these
         lawsuits  into one action.  M&A West is unable to determine  the relief
         sought by these lawsuits at this time.

         On January 11, 2001,  Isa Fowler,  Peter Messore,  Christine  LaCapria,
         Greg Miller and John Adubato filed a lawsuit against M&A West and Scott
         Kelly,  docketed as case number  L245-01 in the  Superior  Court of New
         Jersey for the Law Division of Monmouth County. The suit alleges breach
         of contract,  fraud and misrepresentation,  and various other causes of
         action arising out of their  termination  of employment  with M&A West.
         M&A West has been unable to determine the relief sought in this action.

         In September 2001, the SEC filed suit against the Company alleging that
         the  Company,  either  directly or as a control  person or an aider and
         abettor,  violated  various  securities  laws.  The  SEC may  seek  the
         following:

*    a permanent injunction  prohibiting future violations of various provisions
     of the  Securities  Act,  Exchange  Act,  Investment  Company Act and Rules
     thereunder;
<PAGE>

*    an order for an  accounting  and  disgorgement  plus  prejudgment  interest
     thereon;

*    civil penalties pursuant to the Securities  Enforcement  Remedies and Penny
     Stock Reform Act of 1990; and

*    an  order   pursuant  to  Section   12(j)  of  the  Exchange  Act  revoking
     registration of M&A West's common stock.

         There is an ongoing  investigation  by the U.S.  Department  of Justice
         involving M&A West and various  people and entities  formerly  involved
         with M&A West. M&A West is unaware of the relief, if any, sought by the
         U.S. Department of Justice.

         In  addition  to the  litigation  discussed  above,  M&A  West,  in the
         ordinary  course of business,  is a defendant in various  lawsuits.  In
         those cases, M&A West is vigorously defending itself.