SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                       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, 2000

( )  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/A
                             YEAR-ENDED MAY 31, 2000

 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  providing  public  relations
consulting  services  primarily to public companies and in the trading of equity
securities for its own account primarily in Internet related  companies.  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  Internet  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.

         The  Company   actively   seeks   business   situations   that  present
opportunities in the realm of the Internet and electronic business.  The Company
looks to invest in companies that have a  demonstrable  potential for success as
an  Internet  business.  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 electronic commerce community.

     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.

Interactive Marketing Industry

         Direct marketing is undergoing rapid, fundamental change, as customers'
needs evolve and technology  advances.  Marketing channels and media outlets are
expanding  in both  number and  diversifying  in scope,  and  powerful  database
technologies are able to target both broad markets and individual customers with
ever-greater  precision.  The emergence of the Internet in homes and offices has
provided  direct  marketers  with  a  powerful  new  distribution   mechanism  -
interactive  media.  Interactive  marketing is a subset of direct marketing.  It
differentiates  itself from traditional  direct  marketing  channels in that the
consumer has  flexibility  and control over what is being  presented,  when they
view the products or services  and which types of products or services  they are
viewing.

         In contrast to conventional  media, the Internet offers capabilities to
target advertising to specific audiences,  to measure the popularity of content,
to reach  worldwide  audiences  cost-effectively  and to create  innovative  and
interactive  advertisements.  By collecting  customer  feedback and  demographic
information,  advertisers can direct highly  customized  marketing  campaigns at
prospective  customers  much more  rapidly  than with  conventional  media.  The
Company  believes  that  advertisers  will  continue to seek to advertise on Web
sites that offer a high  volume of traffic and  feature  flexible  advertisement
programs capable of reaching targeted audiences.  Likewise, the Company believes
that as advertisers increasingly embrace the Internet as an advertising vehicle,
their  participation  will  subsidize in part the creation and  expansion of the
information  and  resources  available  on the Web which in turn is  expected to
stimulate further traffic flow.
<PAGE>

         Interactive  marketing  provides  direct  marketers with the ability to
create electronic databases of customer information. Using this information will
enable  direct  marketers to develop  more  effective  advertising,  make better
decisions about  distribution  methods and media selection and target  customers
more  effectively.  The dialogue  created  between the marketer and the consumer
permits marketers to track advertisement interaction,  anticipate consumer needs
and make changes  immediately.  It is expected that across scores of industries,
the  relationship  between  marketers  and  consumers  will soon be direct,  and
one-to-one.  When that day arrives,  marketers  will benefit from this  newfound
ability to establish relationships with their customers.

Business Strategy

         The  Company's  strategy is to  increase  its market  share  within its
respective market niche. 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;  and  investing  in
strategic Internet or interactive media investments 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
surrounding the growth of the Internet and the interactive  marketing  industry.
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  direct  marketing   strategies  and  to  seek  out
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

         The Company markets its products and services through a marketing staff
using both  telemarketing  and direct  sales.  The  Company  maintains  separate
marketing  staffs for each  product and service  area,  enabling  the  marketing
personnel  to develop  strong  customer  relationships  and  expertise  in their
respective areas. The Company has established direct sales forces experienced in
the  advertising  business to address the new and evolving  requirements  of the
Internet  advertising  market.  The Company  believes that an experienced  sales
staff is critical to initiating and maintaining  relationships  with advertisers
and  advertising  agencies and therefore has hired a significant  portion of its
Internet  advertising  sales force from the  advertising  industry.  The Company
advertises  its products and services  through direct mail,  space  advertising,
Internet  banners,  directory  listings,  trade shows and Company sponsored user
groups. In certain instances, the Company has complemented the activities of its
direct sales force by  retaining  advertising  sales  agencies to serve as sales
representatives on a commission basis.

         The  Company  attends  numerous  trade  shows  in  the  Internet,  high
technology,  direct  marketing,  mutual fund, book, and library  markets,  while
further  supplementing  its sales efforts with space advertising and product and
services listings in appropriate directories.  In addition, the Company sponsors
user group meetings for its mutual fund clients and major list  participants  in
the InfoBuyers List database, where products and services are highlighted.

         The Company also conducts numerous  mailings of list catalogs,  flyers,
newsletters and other product information throughout the year to primarily book,
magazine,  journal,  newsletter and software  publishers and resellers,  seminar
companies,  professional  associations,  business  supply  catalogers,  consumer
electronic, high technology and financial service organizations.
<PAGE>

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.  In addition,  the Company
expects the market for Internet advertising,  to the extent it further develops,
to be  intensely  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.  Moreover,  a number of the Company's current  advertising
customers,  licensees and partners have also established  relationships with the
Company's competitors and future advertising  customers,  licensees and partners
may establish  similar  relationships.  The Company may also compete with online
services and other Web site operators as well as traditional off-line media such
as print and television for a share of advertisers'  total advertising  budgets.
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. It has entered into confidentiality  agreements with
its  management  and key  employees  with respect to this  software,  and limits
access to, and distribution of this, and other proprietary information.

Employees

         As of October 17,  2001 the  Company  employed 3 persons on a full-time
basis. The Company's employees are not represented by a labor union.

Significant Customers

         The Company's  significant  customers  include Auto Trade Center (AUTC)
and Starnet  Communications  (SNMM). The Company has provided investor relations
for  said  customers,  but has  been  paid in full as of May 31,  1999.  To this
effect, the Company does not rely on the future business of these companies.

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

ITEM 2. - PROPERTIES

         The Company leases  approximately  2,800 sq. ft. of its administrative,
sales and operations space in San Bruno,  California,  on a month to month basis
from Scott Kelly,  President and CEO of M & A West. The Company had attempted to
determine the fair market rental rate for the lease of the property and has made
an independent  determination  that its lease payment is at or below  prevailing
market  conditions  in San Bruno,  California.  The lease  payment is $1,811 per
month. The Company leases space on a  month-to-month  basis from Sal Censoprano,
its Secretary and Chief  Financial  Officer.  The lease payment for the premises
rented from Mr. Censoprano is $712 per month.
<PAGE>

ITEM 3. - LEGAL PROCEEDINGS

         There are no legal proceedings currently pending against the Company.

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, 2000 (4th)               8.75                 7.125

         As of October 17, 2001,  the Company's  common stock was held of record
by 38 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 providing public relations
consulting  services  primarily to public companies and in the trading of equity
securities of Internet companies for its own account.  In addition,  the Company
invests in start up  Internet  companies  and  assists in their  operations  and
development.

YEAR ENDED MAY 31, 2000 COMPARED TO THE YEAR ENDED MAY 31, 1999 AND MAY 31,1998

Net revenues for the year ended May 31, 2000  increased by $2,474,345 or 411% to
$3,076,432  from  $602,087  for the  corresponding  period  of the  prior  year.
Consulting  revenues increased by $2,358,025 to $2,960,112 from $602,087 for the
corresponding  period of the prior year.  Internet service provider  revenues of
$116,320  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, 2000
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.

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,  2000
totaled $209,099 from the Company's  ownership in Digital Bridge,  Inc.,  Shakai
Racing, Inc. and Ronlan Entertainment, Inc. an increase of $171,729 or 460% 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.

For the year  ended May 31,  2000 the  Company  had a trading  loss of  $655,486
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.


<PAGE>

Net loss before taxes for the year ended May 31, 2000 decreased by $4,666,471 to
$4,381,064  from income of $285,407  for the  corresponding  period of the prior
year.  For the year ended May 31,  2000 the  Company  recorded a tax  benefit of
$46,841  reducing the net loss to  $4,381,064.  The provision for the prior year
was $ 128,690.

Other  comprehensive  loss reflects the unrealized  gain or loss, net of tax, on
the Company's investment portfolio. For the year ended May 31, 2000, the Company
reported  unrealized  losses of $468,739 from 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  loss, the Company had a comprehensive  loss of $4,849,803 for the
year ended May 31, 2000 compared  with a gain of $156,717 for the  corresponding
period of the prior year.

Liquidity and Capital Resources

At May 31, 2000 the Company had negative  working  capital of  $(2,938,072)  and
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.

Cash flows used in operating  activities  increased to $(549,328) from cash used
in operations of $(63,142) for the corresponding  period of the prior year. This
change resulted from the increase in non-operating gains and impairment.

Cash used in investing  activities  totaled  $(2,641,852) for the year ended May
31, 2000.  This resulted from a net purchase of  investments  of $3,322,037  and
equipment of $74,843  offset by proceeds from sales of  investments of $754,668.
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.

Cash  provided by financing  activities of  $3,200,913  represents  advances and
proceeds from notes payable.

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.

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:
<PAGE>

Going Concern  Opinion-The  Company's auditor has issued a going concern opinion
due to 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.

Dependence on a Single Customer - During fiscal year 2000 a significant  portion
of the  Company's  revenues  were  derived from a limited  number of  customers,
including  Starnet  Communications   International,   Inc.  ("Starnet"),   which
accounted for 4,000,000 of the Company's total revenues. However, the Company is
actively   shifting  its  focus  from  investor   relations   services  to  seed
investments, and, therefore, the Company believes that its dependence on Starnet
as a source of revenue will decline significantly.

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  officers and other key employees
and its ability to attract,  train,  retain and motivate high quality personnel,
especially highly qualified technical and managerial personnel.  The loss of the
services of any of its executive officers or key employees 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 continue to attract,  train, retain or motivate
other highly qualified technical and managerial personnel in the future.

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.
<PAGE>

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.

Risks  Inherent to the Company's  Acquisition  Strategy - The Company has in the
past,  and  intends  in  the  future,  to  expand  through  the  acquisition  of
businesses,  technologies, products and services. Acquisitions may result in the
potentially dilutive issuance of equity securities, the incurrence of additional
debt,  the  write-off  of in-  process  research  and  development  or  software
acquisition and development  costs,  and the  amortization of goodwill and other
intangible assets. Any such adjustment could result in an increase in the amount
of goodwill recorded,  which would result in higher  amortization  expenses and,
therefore,   adversely  affect  the  Company's   operating   results.   Further,
acquisitions  involve  a  number  of  special  problems,   including  difficulty
integrating  technologies,  operations and personnel and diversion of management
attention in connection with both  negotiating the  acquisitions and integrating
the assets.  There can be no assurance  that the Company will be  successful  in
addressing  such  problems.   In  addition,   growth  associated  with  numerous
acquisitions   places  significant  strain  on  the  Company's   managerial  and
operational  resources.  The Company's future operating results will depend to a
significant  degree on its ability to  successfully  manage growth and integrate
acquisitions.  Furthermore, many of the Company's investments are in early-stage
companies,  with limited operating  histories and limited or no revenues,  there
can be no  assurance  that the Company will be  successful  in  developing  such
companies.

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.
<PAGE>

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.

Management  of Growth - The  Company's  growth has  placed,  and is  expected to
continue to place, a significant strain on the Company's managerial, operational
and  financial  resources.  Further,  as  the  number  of the  Company's  users,
advertisers and other business partners grows, the Company is required to manage
multiple  relationships  with various  customers,  strategic  partners and other
third parties.  These  requirements  will be exacerbated in the event of further
growth  of the  Company  or in the  number  of its  strategic  relationships  or
sponsorship arrangements.  There can be no assurance that the Company's systems,
procedures or controls  will be adequate to support the Company's  operations or
that the  Company's  management  will be able to  achieve  the  rapid  execution
necessary to  successfully  offer its services and implement its business  plan.
The Company's future operating results will also depend on its ability to expand
its sales  and  marketing  organization  and  expand  its  support  organization
commensurate with the growth of its business and the Internet. If the Company is
unable  to  manage  growth  effectively,  the  Company's  business,  results  of
operations and financial condition will be adversely affected.

Risks Associated with Brand Development - The Company believes that establishing
and maintaining its brand names is a crucial aspect of its effort to continue to
expand  and  attract  Internet   business  and  that  the  importance  of  brand
recognition  will  increase in the future due to the growing  number of Internet
companies.  Promotion and  enhancement of the Company's  brand names will depend
largely on the Company's ability to provide consistently  high-quality  products
and  services,  which  cannot be  assured.  If  consumers  do not  perceive  the
Company's  existing  products  and  services  to be of high  quality,  or if the
Company  introduces  new  products  and  services  or enters  into new  business
ventures  that  are not  favorably  received  by  consumers,  the  value  of the
Company's brand names could be diminished.

Dependence on Third-Party  Relationships - The Company is currently, and expects
to be in the future, dependent on a number of third-party  relationships.  These
relationships  include  arrangements  relating to the creation of traffic on the
Company-affiliated  Web  sites  and  resulting  generation  of  advertising  and
commerce-related   revenue.   The   termination  of,  or  the  failure  of  such
Company-affiliated  Web sites to renew such  relationships on reasonable  terms,
could have an adverse  effect on the Company's  business,  results of operations
and  financial  condition.  The Company  also is  generally  dependent  on other
third-party relationships with advertisers, sponsors and partners. Most of these
arrangements  do not require  future  minimum  commitments  to use the Company's
services,  are often not exclusive and are often short-term or may be terminated
at the  convenience  of the other party.  There can be no  assurance  that these
third parties will not reassess  their  commitment to the Company at any time in
the future,  or that they will not  develop  their own  competitive  services or
products.  Further,  there  can be no  assurance  that  the  services  of  these
companies  will achieve  market  acceptance or commercial  success and therefore
there can be no assurance that the Company's existing  relationships will result
in sustained or successful business partnerships or significant revenues for the
Company.

Fluctuations in Quarterly Results - In the past, the Company's operating results
have  fluctuated on a quarterly  basis,  and the Company  expects to continue to
experience significant  fluctuations in future quarterly operating results. Such
fluctuations  have been,  and may in the future be, caused by numerous  factors,
many of which are  outside  the  Company's  control,  including  demand  for the
Company's   products  and  services,   incurrence  of  costs   associated   with
acquisitions,  divestitures and investments, the timing of divestitures,  market
acceptance of new products and  services,  specific  economic  conditions in the
Internet and direct marketing industries,  and general economic conditions.  The
emerging nature of commercial use of the Internet makes  predictions  concerning
future  revenues   difficult.   The  Company   believes  that   period-to-period
comparisons of its results of operations  will not necessarily be meaningful and
should not be relied upon as indicative of future performance.
<PAGE>

Computer  Operations - The Company's  operations  are dependent in part upon its
ability to protect its computer  operating  systems against physical damage from
fire, floods, earthquakes,  power loss,  telecommunications  failures, break-ins
and similar events.  The Company's data centers are equipped with generator back
up equipment,  multiple fiber lines and other liquid and fire protection systems
for protection in case of disaster.  Despite the  implementation of physical and
network  security  measures by the Company,  its servers are also  vulnerable to
computer viruses,  break-ins and similar disruptive problems.  The occurrence of
any of these events  could  result in  interruptions,  delays or  cessations  in
service to users of the  Company's  products  and  services  which  could have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

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.


As of May 31,  2000,  the  Company  has not been named in any  lawsuit  that may
materially affect its 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:
<PAGE>

*    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
     believed  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 has reduced the revenues that were stated for
the year ended May 31, 2000 and the quarter ended August 31, 2000.

         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).

         On July 13, 2000, Comisky & Company,  Professional Corporation notified
the Company that it was terminating its client-accountant  relationship with the
Company.

         Comisky & Company's  audit report on the  financial  statements  of the
Company  as of May 31,  1999 and for the two years  ended May 31,  1000 and 1998
contained no adverse  opinion or  disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

         During the  Company's  two fiscal  years ended May 31, 1999  subsequent
interim period,  there were no disagreements with Comisky & Company,  within the
meaning  of  Instruction  4 to Item 304 of  Regulation  S-K,  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scop or procedure,  which  disagreements  if not resolved to their  satisfaction
would have caused  Comisky & Company to make  reference to the subject matter of
the disagreements in connection with its report.

         On July 13, 2000,  the  Registrant  engaged  Hood & Strong,  LLP as its
independent  accountants for the fiscal year ended May 31, 2000.  During the two
fiscal  years  ended May 31, 1999 and any  subsequent  interim  period  prior to
engaging Hood & Strong, the Company did not consult with Hood & Strong regarding
either (i) the application of accounting principles 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).
<PAGE>

                                    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
------             -----   ---------------------------
Scott L. Kelly     36      President, CEO & Chairman of the Board of Directors
                           since 1996
Sal Censoprano     45      Chief Financial Officer, Secretary & Director since
                           May, 1999
Scott Chase        35      Director
Scott Cacchionne   35      Director
John Flanders      31      Director
Milledge Hart      35      Director

         The directors  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.  There is no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer.

         The  directors  and  officers  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

Scott L. Kelly

         Scott L. Kelly has  served as CEO,  President  and a Director  of M & A
West,  Incorporated from 1996 to the present. He received a Bachelor's Degree in
Business Administration from Adelphi University, Garden City, New York, in 1986,
a  Master's  Degree  in  Business   Administration   from  San  Francisco  State
University,  in 1992, and a Certified  Financial Planner Degree from the College
of Financial Planning, Denver, Colorado, in 1990. He is the Director of the Boys
and  Girls  Club  Foundation  and  appears  in  "Who's  Who"  in the  California
Directory.  Mr. Kelly has served as a manager of several brokerage firms and has
trained over 50 stock  brokers and  conducted  more than 300 seminars on various
financial  subjects  in the United  States,  Russia,  India,  South  America and
Europe.  From 1988 to 1989,  he was a financial  planner with  American  Express
Financial Services, from 1989 to 1996 he was Senior Vice President of Interfirst
Capital, and in 1996 he was Senior Vice President of Waldron & Company.

Sal Censoprano

         Mr. Censoprano has served as Secretary,  Chief Financial Officer and as
a  director  of  the  Company  since  May,  1999.  prior  to  that  time  he was
self-employed  for  approximately  15 years as a  certified  public  accountant,
providing tax and accounting  services to the public. Mr. Censoprano  received a
bachelor's  degree in accounting from Queens  College,  New York, in 1977, and a
masters degree in accounting and taxation from Adelphi University,  Garden City,
New York, in 1981.
<PAGE>

Scott L. Chase

     Scott Chase was elected to the Board of Directors in  December,  1999.  Mr.
Chase is the  Director of OEM Sales for  Identix,  Inc.,  a position he has held
since April,  1999.  From November,  1996 through  April,  1999 he was the Sales
Director for Identicator Technology, Inc. and for March 1994 to November 1996 he
was the Sales Director for Logistics, Inc. Mr. Chase held a B.A. degree from San
Jose State in advertising.

Scott Cacchionne

     Scott  Cacchionne was elected to the Board of Directors in July,  1999. Mr.
Cacchionne is the Senior Vice President of Van Kasper and has held that position
since October, 1997. From January, 1993 to October, 1997 he was a Vice President
of Kidden  Peabody.  Mr.  Cacchionne  holds a B.A.  degree  from  Arizona  State
University in economics.

John C. Flanders, Jr.

     John Flanders was elected to the Board of Directors in December,  1999. Mr.
Flanders  is the  President  of  CyberJunction.com,  Inc. a position he has held
since July,  1997.  Prior to joining  CyberJunction.com,  Inc., Mr. Flanders has
served as Vice President Sales and Marketing for eMerging Media, Inc. and Senior
Manager, Strategic Market Development for Orbit Network, Inc. Mr. Flanders holds
a BS Degree from Northeastern University in Business Administration.

Milledge Hart

     Milledge  Hart was elected to the Board of  Directors in March,  2000.  Mr.
Hart is the  Chairman  and Chief  Executive  Officer  of  Granada  Entertainment
Enterprise,  Inc., a position he has held since  March,  1996.  From June,  1991
through February,  1996 he was the President of Axon, Inc. Mr. Hart holds a B.A.
degree from Duke University in economics and public policy.

Committees and Attendance of the Board of Directors

         In order to facilitate the various functions of the Board of Directors,
the Board has created a standing  Audit  Committee  and a standing  Compensation
Committee.

         The  functions  of the  Company's  Audit  Committee  are to review  the
Company's  financial  statements with the Company's  independence  auditors;  to
determine  the  effectiveness  of the  audit  effort  through  regular  periodic
meetings  with  the  Company's   independent   auditors;  to  determine  through
discussion  with  the  Company's   independent  auditors  that  no  unreasonable
restrictions were placed on the scope or  implementation of their  examinations;
to inquire into the  effectiveness  of the Company's  financial  and  accounting
functions  and  internal   controls  through   discussions  with  the  Company's
independent auditors and officers of the Company; to recommend to the full Board
of Directors the engagement or discharge of the Company's  independent auditors;
and to review with  independent  auditors  the plans and results of the auditing
engagement. The members of the Audit Committee are Messrs. Cacchionne,  Flanders
and Hart.

         The  functions  of  the  Company's   Compensation  Committee  including
reviewing the existing  compensation  arrangements  with officers and employees,
periodically  reviewing  the  overall  compensation  program of the  Company and
recommending  to the Board  modifications  of such program which, in the view of
development  of the  Company  and  its  business,  the  Committee  believes  are
appropriate,  recommending  to the full  Board  of  Directors  the  compensation
arrangements for senior  management and directors,  and recommending to the full
Board of Directors  the  adoption of  compensation  plans in which  officers and
directors are eligible to  participate  and granting  options or other  benefits
under such plans. The members of the Compensation  Committee are Mr. Cacchionne,
Chase and Hart.
<PAGE>

         The Board of Directors does not have a standing nominating committee or
a committee performing similar functions.

         During the year ended May 31,  2000,  the Board of  Directors  held one
formal meetings,  including  telephonic  meetings,  and acted through  unanimous
written  consent  on  other  occasions.  Because  the  Audit  Committee  and the
Compensation  Committee  were  formed near the end of the fiscal  year,  neither
Committee  met during the year ended May 31,  2000.  Each  director  (during the
period  in which  each  such  director  served)  attended  at  least  75% of the
aggregate of (i) the total number of meetings of the Board of Directors.

Compensation of Directors

         Each  non-employee  director  of the  Company is paid an initial fee of
10,000 shares of the  Company's  common stock,  and  thereafter  options for the
purchase of 10,000  shares of the  Company's  common stock per year.  The option
price is the fair  market  value of the stock on the date of grant.  The Company
also reimburses each director for all expenses of attending such meetings.

         No additional compensation of any nature is paid to employee directors.

ITEM 10.  EXECUTIVE COMPENSATION

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

                                      Annual Salary       Payable

Scott L. Kelly, President               $120,000       $10,000 per month

Sal Censoprano,
CFO & Secretary                         $100,000       $8,333 per month

         Both  contracts  are for a period of three years,  expiring in the year
2002. Both include bonuses that may be provided to the  employee/officers  to be
issued solely at the  discretion of the Board based upon the  performance of the
respective officers and the performance of the Company. Neither of the Company's
officers received compensation from the Company during the previous fiscal year.

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

         The  following  table sets forth,  as of October 17, 2001 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


Wells Fargo Bank                    4,984,600                     44.3%

Pat Greene                          4,116,357                     36.9%
   1519 Edgewood
   Liberty, TX 77575
<PAGE>

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

The Neuman Company
   1325 Airmobile Way
   Suite 175
   Reno, NV  89502                    986,220                       8.8%
Zacco Equities, Ltd.
   P. O. Box 116
   Road Town Tortola
   British Virgin Islands             905,115                       8.1%

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

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

ITEM 12.        CERTAIN

RELATIONSHIPS AND RELATED TRANSACTIONS.

     Mr.  Kelly is Chief  Executive  Officer  and  Chairman  of the Board of the
Corporation.  Mr. Kelly is also owner of the building which houses the Company's
principal  headquarters and leases the building to the Corporation.  The Company
believes that the lease of 2,800 sq. ft. of office space for $1,811.00 per month
is below market. Nevertheless, the Corporation reviews leases on an annual basis
to determine  fairness of any such leases.  Sal  Censoprano  as Chief  Financial
Officer is paid  $712.00 for  approximately  1,000 ft. of space which houses the
Company's  financial and audit division.  The Company  believes that such rental
amount is below  market and reviews the  propriety  and  fairness of such rental
annually.

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>

   The  Company has  secured  director  and  officer  liability  insurance  with
National Union Insurance.  Coverage for each director and officer is $5,000,000.
The annual premium for such insurance is $50,000.

Conflicts of Interest

        Other than as disclosed in the above,  the Company does not believe that
any  other  conflicts  of  interest  exist  among  the  officers,  directors  or
shareholders  in  any  material  respect.  The  Company  reviews  all  potential
conflicts of interest  that comes to its attention and has directed all officers
and  directors  and key  personnel  to disclose  any  anticipated  conflicts  of
interest before they arise.

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).

      (b)   Reports on Form 8-K
            None

                                   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, Principal Financial
                         Officer and
<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,
2000, and the related statements of operations,  stockholders' deficit, and cash
flows  for each of the year  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,
2000,  and the  results of its  operations  and its cash flows for the year 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>

                                           INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying statements of operations, stockholders' equity,
and cash flows for the year ended May 31, 1999.  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,
1999,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States.



Comiskey & Company
Denver, Colorado


<PAGE>

                                 M&A WEST, INC.
                           CONSOLIDATED BALANCE SHEET
<TABLE>
                                                                            May 31,
                                                                              2000
                                                                         ----------------
                                                                         (As Restated)
     <S>                                                                 <C>

     ASSETS

     Current assets:
       Cash and cash equivalents                                           $ 1,151,546
       Investments, trading securities                                          81,021
       Investments, available for sale                                       1,177,936
       Other current assets                                                    251,222
                                                                         ----------------
         Total current assets                                                2,661,725

     Property and equipment, net of accumulated depreciation of $20,088         79,410

     Investments, equity method                                              1,297,586
                                                                         ----------------
                                                                           $ 4,038,721
                                                                         ================

     LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current liabilities:
       Accounts payable and accrued liabilities                               $ 27,044
       Advances                                                              4,179,167
       Notes payable                                                         1,393,586
                                                                         ----------------
         Total current liabilities                                           5,599,797
                                                                         ----------------

     Contingencies

     Stockholders' deficit:
       Common stock, no par, 100,000,000 shares
         authorized: 11,198,258 shares issued and outstanding:               3,469,103
       Accumulated deficit                                                 (4,189,600)
       Accumulated other comprehensive loss                                  (468,739)
                                                                         ----------------
                                                                           (1,189,236)
     Less: Treasury stock, at cost                                           (371,840)
                                                                         ----------------
                                                                         ----------------
                                                                           (1,561,076)
                                                                         ----------------
                                                                         ----------------
                                                                           $ 4,038,721
                                                                         ================
                                                                         ================
</TABLE>

               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,
                                                                2000                1999
                                                          ------------------   ----------------
                                                             (As Restated)
<S>                                                      <C>                   <C>

     Revenue:
         Consulting                                            $ 2,995,454          $ 602,087
         Internet service provider                                 116,320                  -
                                                          ------------------   ----------------
           Total revenue                                         3,111,774            602,087
     Selling, general and administrative                         2,512,818          1,498,123
     Impairment                                                  3,671,600                  -
                                                          ------------------   ----------------
     Loss from operations                                      (3,072,644)          (896,036)

     Other income (expense):
       Trading gains (losses)                                    (690,828)          1,224,932
       Interest income (expense), net                            (244,250)                364
       Unrealized losses                                         (211,084)            (6,483)
       Equity in losses of unconsolidated subsidiaries           (209,099)           (37,370)
                                                          ------------------   ----------------
                                                               (1,355,261)          1,181,443
                                                          ------------------   ----------------

     Income (loss) before provision for income taxes           (4,427,905)            285,407
     Provision (benefit) for income taxes                         (46,841)            128,690
                                                          ------------------   ----------------
     Net income (loss)                                         (4,381,064)            156,717
     Comprehensive income (loss):
     Unrealized losses on available for sale securities          (468,739)                  -
                                                          ------------------   ----------------
     Comprehensive income (loss)                             $ (4,849,803)           $156,717
                                                          ==================   ================

     Basic net income (loss) per common share                     $ (0.39)              $0.01
                                                          ==================   ================

     Weighted average shares outstanding                        11,096,764         10,582,904
                                                          ==================   ================
</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            Loss        Treasury Stock
                                      ------------------------------  ----------------- ----------------- ---------------
                                          Shares          Amount                                                              A
                                      -------------- ---------------  ----------------- ----------------- ---------------
                                                     (As Restated)
<S>                                   <C>            <C>              <C>                <C>              <C>

      Balance at May 31, 1998                    -        $  2,500          $  34,747           $     -         $     -
      Issuance of common stock          11,000,000          18,038                  -                 -               -
      Net income                                 -               -            156,717                 -               -
                                      -------------- ---------------  ----------------- ----------------- ---------------
      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)
                                      ============== ===============  ================= ================= ===============
                                      ============== ===============  ================= ================= ===============
</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,
                                                                                      -----------------------------------
                                                                                           2000               1999
                                                                                      -----------------------------------
                                                                                       (As Restated)
<S>                                                                                    <C>                    <C>


     Cash flows from operating activities:
         Net income (loss)                                                              $(4,381,064)          $ 156,717
         Adjustments to reconcile net income (loss) to net cash
           used in operating activities:
             Non-operating (gains) losses on investments                                     660,522          (532,065)
             Equity in loss of unconsolidated subsidiaries                                   209,099             37,370
             Depreciation and amortization                                                    15,697              4,071
             Deferred income taxes                                                            12,110           (12,110)
             Imputed interest on advances                                                    226,925                  -
             Impairment                                                                    3,671,600                  -
             Changes in operating assets and liabilities, excluding effects from
             acquisitions:
             Other current assets                                                          (175,222)              3,000
             Accounts payable and accrued expenses                                         (562,995)            111,875
             Income taxes                                                                  (226,000)            168,000
                                                                                      ----------------   ----------------
                Net cash used in operating activities                                      (549,328)           (63,142)
                                                                                      ----------------   ----------------

     Cash flows from investing activities:
         Purchase of equipment                                                              (74,483)            (4,117)
         Proceeds from investment sales                                                      754,668                  -
         Purchase of investments                                                         (3,322,037)          (790,928)
                                                                                      ----------------   ----------------
                Net cash used in  investing activities                                   (2,641,852)          (795,045)
                                                                                      ----------------   ----------------

     Cash flows from financing activities:
         Purchase of treasury stock                                                        (371,840)                  -
         Advances                                                                          2,179,167          2,000,000
         Proceeds from notes payable                                                       1,393,586                  -
                                                                                      ----------------   ----------------
               Net cash provided by financing activities                                   3,200,913          2,000,000
                                                                                      ----------------   ----------------

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

     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                                    $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, 2000


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.

INTANGIBLE ASSETS AND GOODWILL.  Intangible assets primarily relate to the value
of the installed customer base from the Sierra Net, Inc. acquisition, as well as
capitalized  web sites.  The cost of the installed  customer base, and web sites
were written off at the date of acquisition  The goodwill  represents the excess
of the cost of the assets  acquired in the Sierra Net, Inc.  acquisition and was
written off at the date of acquisition.
<PAGE>

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.

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  INCOME  (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  1999 have  been  reclassified  to
conform to the fiscal 2000 presentation. Such reclassifications had no effect on
net loss or stockholders' equity.

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
<PAGE>

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.

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%.

<PAGE>

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.

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.
<PAGE>

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.

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 by the former
chief executive officer,  Scott Kelly, and by other parties.  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.  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. ACQUISITIONS

During the fiscal year 2000, the Company entered into a stock purchase agreement
with Investor Packages ("Investor") and Market Awareness Consultants  purchasing
all the outstanding stock of these private  companies.  The purchase prices were
$500,000 and $171,600, payable in the Company's stock, respectively. The Company
issued 29,412 and 15,000 shares, respectively, for each entity.

Also  during  the  fiscal  year 2000 the  Company  finalized  an asset  purchase
agreement with Sierra Net, Inc., an Internet service  provider,  servicing parts
of California and Nevada.  Total  consideration  for this purchase  consisted of
$450,000 in cash and the  issuance  of 153,846  shares of the  Company's  common
stock.

The  acquisitions  during fiscal 2000 have been accounted for using the purchase
method,  and  accordingly  the purchase prices have been allocated to the assets
purchased  and  liabilities  assumed  upon  their  fair  values  at the dates of
acquisition.

The purchase price for these acquisitions were allocated as follows:

                                                   Market
                               Investor           Awareness
                               Packages          Consultants       Sierra Net,
                                                                       Inc.
                            ----------------    --------------    --------------
           Web sites              $ 500,000         $ 171,600            $     -
           Customer lists                 -                 -          1,800,000
           Goodwill                       -                 -          1,200,000
                            ----------------    --------------    --------------
           Purchase price         $ 500,000         $ 171,600        $ 3,000,000
                            ================    ==============    ==============

At the time of  acquisition,  the  Company  determined  its  goodwill  and other
intangibles were impaired and recorded a charge of $3,671,000.

NOTE 5. PROPERTY AND EQUIPMENT

         The Company's  property and equipment  consists of the following at May
31, 2000 and 1999:

                                                   May 31,       May 31, 1999
                                                    2000
                                                 ------------    --------------
           Computers                                $ 71,948          $ 16,613
           Furniture and fixtures                     27,550             8,042
                                                 ------------    --------------
                                                      99,498            24,655
           Less:  accumulated depreciation          (20,088)           (4,071)
                                                 ------------    --------------
                                                    $ 79,410          $ 20,584
                                                 ============    ==============

Depreciation  expense amounted to approximately  $16,000 and $4,000 in the years
ended May 31, 2000 and 1999, respectively.
<PAGE>

NOTE 6. INVESTMENTS, AVAILABLE FOR SALE

As of May 31, 2000,  the Company  recorded its  4,875,000  restricted  shares of
common  stock of VLDC at $905,625 and  recorded an  unrealized  loss of $468,739
through  other  comprehensive  income  (loss).  This  represents  a  significant
discount  from the  market  value as of May 31,  2000 due to VLDC  being  thinly
traded.

The Company recorded its investments in BCS and  Technologies at $272,311.  This
value is based  upon cash  proceeds  and the  remaining  market  value of unsold
shares as of September 2001.

NOTE 7. EQUITY METHOD

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, 2000, the
Company recorded  $58,525 in equity in loss of  unconsolidated  subsidiary.  The
Company's carrying amount of Digital was $394,535 as of May 31, 2000.

During the year ended May 31,  2000,  the  Company's  share of the losses in its
other equity investments was $150,574.

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 has imputed
     interest  expense at 9% and recorded  $180,000 in interest  expense for the
     year ending May 31, 2000.

*    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  $26,926 in  interest  expense  for the year ended May 31,
     2000.

*    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 $986 in interest expense
     at 9% for the year ended May 31, 2000.

*    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
     imputed  interest at 9% and recorded  interest expense of $20,039 as of May
     31, 2000.

*    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
     $17,600 as of May 31, 2000.  See Note 9 notes payable for the notes payable
     to Global Capital Concepts $200,000, Silverado $200,000, and Global Capital
     Concepts $475,000.


<PAGE>


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.

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.

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 as of May 31, 2000 is as follows:

         Net operating loss carryforward                         $  40,000
         Loss on write-off of investments and impairment         1,496,000
                                                             --------------
                                                             --------------
         Gross deferred tax assets                               1,536,000
         Valuation allowance                                   (1,536,000)
                                                             --------------
                                                             --------------
         Net deferred tax asset                                    $     -
                                                             ==============
                                                             ==============


At May 31,  2000,  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, 2000 and 1999, the income tax benefit  determined by
applying the  statutory  income tax rate to pre-tax loss differs from the actual
benefit as follows:


                                                         2000            1999
                                                     --------------  -----------
 Provision (benefit) for income tax at statutory rate$ (1,490,000)    $ 111,309
 State taxes                                                     -       15,390
 Change in deferred tax asset valuation allowance        1,536,000            -
 Other                                                    (46,000)        1,991
                                                     --------------  -----------
                                                     --------------  -----------
                                                            $    -    $ 128,690
                                                     ==============  ===========

At May 31, 2000,  the Company had net operating loss  carryforwards  for federal
income tax purposes totaling approximately $120,000 which, if not utilized, will
expire in the year 2020.

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, 2000.


<PAGE>


NOTE 12. RELATED PARTY TRANSACTIONS

For the years ended May 31, 2000 and 1999,  the  Company's  offices  were leased
from the Company's Chief Executive Officer on a month-to-month basis for monthly
payments of $1,811.  The  Company  also  leased  space from its Chief  Financial
Officer on a month-to-month basis for $712 per month.

During fiscal year 2000,  Digital  Bridge,  Inc.  provided  website  maintenance
services to the Company amounting to approximately $165,000.

NOTE 13. SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended May 31,  2000,  the  Company  had the  following  non-cash
transactions:  the  Company  issued  29,412  shares  of  common  stock  for  the
acquisition  of Investor.  The Company  issued 15,000 shares of common stock for
the acquisition of Market  Awareness  Consultants,  and 153,846 shares of common
stock to Sierra Net, Inc. valued at $3,221,600.

NOTE 14 - CONTINGENCIES

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  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  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.