SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                       THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

                       For Fiscal Year Ended May 31, 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)


                     583 San Mateo Ave. San Bruno, CA 94066
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (650) 588-2678
               --------------------------------------------------
               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  $19,007,724 as of August 15, 2000. The Registrant  does not have
any outstanding non-voting equity.

On August 15, 2000, the Registrant had outstanding  11,171,258  shares of voting
Common Stock, $.001 par value.
<PAGE>


                                      INDEX
                                   FORM 10-KSB
                             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  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.

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.

                                       3
<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.

                                       4
<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 August  15,  2000 the  Company  employed  a total of 25  persons on a
full-time basis. In addition,  depending on client demand, the Company contracts
persons on a temporary,  part-time  basis.  None of the Company's  employees are
represented by a labor union.  The Company  believes that its relations with its
employees are good.

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.

                                OTHER INFORMATION

     In January 2000,  Digital  Bridge,  Inc., a wholly owned  subsidiary of the
Company merged with Black Stallion Management,  Inc. (a publicly traded company)
in a stock for stock  transaction.  Following the merger, the Company's interest
was reduced from approximately to approximately 17%.

                                       5
<PAGE>

     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.

     On February 12, 2000, the Company sold its wholly owned subsidiary, Virtual
Wagering.com to a European company. The sales price was $1,200,000.

     In addition to the sale of Virtual Wagering.com,  the Company executed into
a consulting  agreement with the European  company to further develop the portal
site. The agreement is for $1,000,000 payable over a two year period.

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

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.

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 August 15, 2000, 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.

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

Selling,  general and  administrative  expenses  for the year ended May 31, 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.

Interest  income for the year ended May 31,  2000  increased  by $937 or 257% to
$1,301 from $364 for the  corresponding  period of the prior year. This increase
resulted from increased activity in the Company's brokerage account. . There was
no interest income for the year ended May 31, 1998.

Equity  losses of affiliates  resulted  from the Company's  ownership in certain
investments  that are  accounted for under the equity  method.  Under the equity
method of  accounting,  the Company's  proportionate  share of each  affiliate's
operating  losses and  amortization of the Company's net excess  investment over
its equity in each  affiliate's  net assets is  included in equity and losses of
affiliates.  Equity in  losses of  affiliates  for the year  ended May 31,  2000
totaled $ 150,574 from the Company's ownership in Shakai Racing, Inc. and Ronlan
Entertainment,  Inc.  an  increase  of  $113,204  or 302% from  $37,370  for the
corresponding period of the prior year. There was no activity for the year ended
May 31,  1998.  The  Company  expects  its  portfolio  companies  to  invest  in
development  of their  products and services,  often  producing and to recognize
operating  losses,  which will result in future  charges  against the  Company's
earnings.

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

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

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

                                       7
<PAGE>

Net income before taxes for the year ended May 31, 2000 increased by $ 2,929,050
to $3,214,457 from $285,407 for the  corresponding  period of the prior year and
$61,947  for the year ended May 31,  1998.  For the year ended May 31,  2000 the
Company  recorded a tax provision of $ 1,278,000 or  approximately  40% reducing
net income to $  1,936,457.  The  provision  for the prior year was $ 128,690 or
approximately  45% and $ 27,200  for the year ended May 31,  1998.  The rate was
slightly  lower for the year ended May 31, 2000  because a portion of the income
was eligible for capital gain rates.

Other comprehensive  income reflects the unrealized gain or loss, net of tax, on
the Company's investment portfolio. For the year ended May 31, 2000, the Company
reported  income net of taxes of $ 12,150,421  from unrealized gain on available
for sale securities  held in the Company's  investment  portfolio.  There was no
comprehensive  income for the corresponding  period of the two prior years. As a
result of this other comprehensive income, the gain on sale of subsidiaries, and
the increase in consulting  revenues,  the Company had comprehensive income of $
14,086,878  for the year  ended May 31,  2000  compared  with  $156,717  for the
corresponding  period of the prior year and  $34,747  for the year ended May 31,
1998.

Liquidity and Capital Resources

At May 31, 2000 the Company had working  capital of $ 15,536,210  including cash
of $ 1,151,546.  This compares with working capital of $2,179,308 including cash
of $  1,141,813  for the  corresponding  period  of the prior  year and  working
capital of $46,493 including cash of $(866) for the year ended May 31, 1998.

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

Cash used in investing  activities totaled $(957,995) for the year ended May 31,
2000.  This  resulted  from a net  purchase of  investments  of $ 3,259,664  and
equipment  of $  74,843  offset  by  proceeds  from  sales of  investments  of $
2,376,512.  For the  corresponding  period of the  prior  year the  Company  had
$(795,045)  of cash used by its investing  activities.  This resulted from a net
purchase of investments of $ 790,928 and equipment of $ 4,117.There  was no cash
flow from investing activities for the year ended May 31, 1998.

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

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

Impact of Inflation

To date, the Company has not  experienced any impact from inflation and does not
anticipate any such impact in the foreseeable future.

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:

                                       8
<PAGE>

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.

                                       9
<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.

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.

                                       10
<PAGE>

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.

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.

                                       11
<PAGE>

As of May 31,  1999,  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 Hood & Strong LLC 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 July,  2000, the Company changed its principal  independent  accountants
from Comisky & Company to Hood and Strong.  The Company had no  disagreements on
any material matters with its former accountants.

                                    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.

                                       12
<PAGE>

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.

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.

                                       13
<PAGE>

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.

     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.

                                       14
<PAGE>

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

     The following  table sets forth, as of August 15, 2000 the number of shares
of  common  stock  owned of  record  and  beneficially  by  executive  officers,
directors,  persons who hold 5% or more of the  outstanding  common stock of the
Company, and by all officers and directors as a group:

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

Scott Kelly
 (as Trustee of the
 Kelly Family Trust)
 583 San Mateo Avenue
 San Bruno, CA  94066                  4,984,600                    44.31%

Sal Censoprano
 1191 Chess Drive, #200
 Foster City, CA  94404                        0                        0

Administrative Systems
 Corporation, a
 Nevada
 corporation                           1,647,500                    14.64%

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

Global Capital Concepts, Inc.
 1325 Airmobile Way
 Suite 175
 Reno, NV
 89502                                   523,022                     4.65%

Realtec, Ltd.
c/o AMS Financial
Sea Meadow House
Blackburn Highway
Road Town Tortola
British Virgin Islands                   208,385                     1.85%

Zacco Equities, Ltd.
P. O. Box 116
Road Town Tortola
British Virgin Islands                   908,015                     8.07%


All Officers and directors
as a group (2 in number)               4,984,600                    44.31%


                                       15
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Scott L. Kelly,  as Trustee of the Kelly Family Trust,  controls  4,942,500
shares of common stock of the Company.  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.

     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).

     27.1         Financial Data Schedule

     (b)  Reports on Form 8-K

                                       16
<PAGE>

                                   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/ Scott Kelly
                                        --------------------------------------
                                     (Principal Executive Officer and Director)
Date: September 5, 2000

                                     By: /s/ Sal Censoprano
                                        --------------------------------------
                                     (Principal Financial Officer and Director)
Date: September 5, 2000


     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/ Scott Kelly
______________________   Chairman of the Board, President    September 5, 2000
Scott Kelly              and Chief Executive Officer

/s/ Sal Censoprano
______________________   Chief Financial Officer, Secretary  September 5, 2000
Sal Censoprano           and Director

/s/ Scott Chase
______________________   Director                            September 5, 2000
Scott Chase

/s/ Scott Cacchionne
______________________   Director                            September 5, 2000
Scott Cacchionne

/s/ John Flanders
______________________   Director                            September 5, 2000
John Flanders

/s/ Milledge Hart
______________________   Director                            September 5, 2000
Milledge Hart

                                       17
<PAGE>

     Independent Auditors' Report                                          1




     Financial Statements


         Balance Sheet                                                     2




         Statement of Income and Comprehensive Income                      3




         Statement of Stockholders' Equity                                 4





         Statement of Cash Flows                                           5




         Notes to Financial Statements                                6 - 14


                                       18
<PAGE>


Independent Auditors' Report


BOARD OF DIRECTORS
M & A WEST, INC.
San Bruno, California


We have audited the accompanying balance sheet of M & A WEST, INC. (the Company)
as of May 31,  2000,  and the  related  statements  of income and  comprehensive
income,  stockholders'  equity  and cash  flows for 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.  The financial  statements of M & A West, Inc. as of May 31, 1999 and
1998 were  audited  by other  auditors  whose  report  dated  August  10,  1999,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 the Company as of May 31, 2000,
and the  results  of its  operations,  and cash flows for the year then ended in
conformity with generally accepted accounting principles.



August 3, 2000


                                      F-1
<PAGE>

                                M & A West, Inc.

                                  Balance Sheet


<TABLE>

May 31,                                                          2000            1999
-------                                                         -------         -------
<S>                                                             <C>            <C>

Assets

Current Assets:
      Cash and cash equivalents                          $     1,151,546    $  1,141,813
      Marketable securities held for trading                     810,247         573,976
      Marketable securities available for sale                22,981,842         327,000
      Other current assets                                       193,222          18,000
                                                            -------------    ------------
          Total current assets                                25,136,857       2,060,789
                                                            -------------    ------------
Property and equipment, net                                       79,410          20,584

Equity Investments                                               903,051         426,558

Goodwill, net                                                  1,185,000

Intangible assets other than goodwill, net                     2,348,020

Deferred income taxes                                                  0          12,110
                                                            -------------    ------------
               Total assets                              $    29,652,338    $  2,520,041
                                                            -------------    ------------
Liabilities and Stockholders' Equity

Current Liabilities:
      Accounts payable and accrued liabilities           $        27,044    $    140,039
      Income taxes payable                                     3,145,000         168,000
      Deferred income taxes                                    6,477,487
      Deferred revenue                                           854,167
                                                            -------------    ------------
          Total current liabilities                           10,503,698         308,039
                                                            -------------    ------------
Stockholders' Equity:
      Common stock, no par value, 100,000,000 shares
          authorized; shares issued and outstanding:
          11,122,758 at May 31, 2000 and 11,000,000
           at May 31, 1999                                     4,870,298       2,020,538
      Preferred stock, no par value, 10,000,000 shares
          authorized; no shares issued and outstanding                 -               -
      Retained earnings                                        2,127,921         191,464
      Accumulated other comprehensive income                  12,150,421
                                                            -------------    ------------
          Total equity                                        19,148,640       2,212,002
                                                            -------------    ------------
               Total liabilities and equity              $    29,652,338    $  2,520,041
                                                            =============    ============

</TABLE>


                                       F-2
<PAGE>

                                M & A West, Inc.

                  Statement of Income and Comprehensive Income


<TABLE>

Years Ended May 31,                                                  2000                1999              1998
-------------------                                                 ------              ------            ------
<S>                                                              <C>                 <C>                 <C>


Revenue
     Consulting revenue                                     $      7,379,856       $    602,087            97,033
     Internet service provider income, net                           116,320
                                                                -------------       ------------         ---------
          Total revenue                                            7,496,176            602,087            97,033
                                                                -------------       ------------         ---------
Selling, General and Administrative Expenses
     Advertising                                                     455,414            258,579             3,859
     Employee business expenses                                      162,040            119,003            10,286
     Consultants                                                     116,953            422,298             5,625
     Payroll                                                         682,252            153,885             3,261
     Other selling, general and administrative expenses            1,234,739            544,358            27,400
                                                                -------------       ------------         ---------
          Total selling, general and administrative expenses       2,651,398          1,498,123            50,431
                                                                -------------       ------------         ---------
          Income (loss) from operations                            4,844,778           (896,036)           46,602
                                                                -------------       ------------         ---------
Other income (expense)
     Interest income                                                   1,301                364
     Stock dividend income                                           903,717
     Trading gains (losses)                                       (1,182,984)         1,224,932
     Unrealized gains and losses                                  (2,894,811)            (6,483)           15,345
     Equity in loss of unconsolidated subsidiary                    (150,574)           (37,370)
     Gain on sale of subsidiary                                    1,693,030
                                                                -------------       ------------         ---------
          Total other income (expense)                            (1,630,321)         1,181,443            15,345
                                                                -------------       ------------         ---------
     Income before provision for income taxes                      3,214,457            285,407            61,947

          Provision for income taxes                               1,278,000            128,690            27,200
                                                                -------------       ------------         ---------
     Net income                                                    1,936,457            156,717            34,747
     Other comprehensive income:
          Unrealized gain on marketable securities
             available for sale, net of tax                       12,150,421
                                                                -------------
     Comprehensive income                                   $     14,086,878       $    156,717            34,747
                                                                =============       ============         ==========

     Net income per share                                   $           0.17       $       0.01
                                                                -------------       ------------
     Comprehensive income per share                         $           1.27       $       0.01
                                                                -------------       ------------
     Weighted average shares outstanding                          11,096,764         10,582,904        10,582,904
                                                                -------------       ------------       -----------

</TABLE>


                                      F-3
<PAGE>

                                  M&A West, Inc
<TABLE>
                        Statement of Stockholders' Equity
                                                                                        Accumulated Other
                                                                                       Comprehensive Income
                                                                                         Net Unrealized
                                                                                            Gain on             Total
                                    Common Stock             Preferred      Retained       Marketable         Stockholders'
                                 Shares         Amount         Stock        Earnings       Securities           Equity
                                --------       --------      ----------    ----------   ------------------    -------------
<S>                              <C>          <C>           <C>           <C>           <C>                   <C>

Balances - May 31, 1997                       $      -       $       -     $       -      $           -         $       -

Issuance of stock                                2,500                                                              2,500

Comprehensive Income:
     Net income                                                               34,747                               34,747

Balances - May 31, 1998                          2,500               -        34,747                  -            37,247
                             ------------   -----------        ---------   -----------     --------------      ------------
Issuance of stock             11,000,000     2,018,038                                                          2,018,038

Comprehensive income:
     Net income                                                              156,717                              156,717
                             ------------   -----------        ---------   -----------     --------------      ------------
Balances - May 31, 1999       11,000,000     2,020,538               -       191,464                 -          2,212,002

Issuance of stock                198,258     3,221,600                                                          3,221,600

Repurchase of stock              (75,500)     (371,840)                                                          (371,840)

Comprehensive income:
     Net income                                                           1,936,457                             1,936,457
     Other comprehensive income                                                             12,150,421         12,150,421
                            ------------   -----------        ---------   -----------     --------------      ------------
Balances - May 31, 2000       11,122,758   $ 4,870,298      $       -    $2,127,921     $   12,150,421        $19,148,640
                            ============   ===========        =========   ===========     ==============      ============
</TABLE>


                                      F-4
<PAGE>

                                M & A West, Inc.

                            Statement of Cash Flows


<TABLE>

Years Ended May 31,                                                     2000             1999             1998
-------------------                                                    ------           ------           ------
<S>                                                                <C>              <C>              <C>

Operating Activities:
     Net income                                                    $  1,936,457     $    156,717     $     34,747
     Adjustments to reconcile net income to net cash flows
       provided by (used in) operating activities:
        Unrealized (gain) loss on investments                         2,894,811            6,483          (15,345)
        Trading losses                                                1,182,984
        Consulting revenue received in stock                         (4,315,375)
        Stock dividend income                                          (903,717)
        Equity in loss of unconsolidated subsidiaries                   150,574           37,370
        Depreciation and amortization                                   154,597            4,071
        Deferred income taxes                                        (1,610,683)         (12,110)           6,750
        Gain on sale of subsidiary                                   (1,693,030)
        Equity securities trading                                                       (538,548)         (26,566)
     (Increase) decrease in operating assets:
        Other current assets                                           (175,222)           3,000          (21,000)
     Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                          (112,995)         111,875           20,548
        Income taxes payable                                          2,977,000          168,000
        Deferred revenue                                                854,167
                                                                     -----------

               Net cash provided by (used in) operating activities    1,339,568          (63,142)            (866)
                                                                     -----------       -----------        ---------
Investing Activities:
     Purchases of equipment                                             (74,843)          (4,117)
     Proceeds from investment sales                                   2,376,512
     Purchases of investments                                        (3,259,664)        (790,928)
                                                                     -----------       -----------
               Net cash used in investing activities                   (957,995)        (795,045)
                                                                     -----------       -----------
Financing Activities:
     Common stock purchases                                            (371,840)
     Issuance of stock for cash                                                        2,000,000
     Bank overdraft                                                                                           866
                                                                                                          ---------
               Net cash provided by (used in) financing activities     (371,840)       2,000,000              866
                                                                     -----------       -----------        ---------
Net Increase in Cash and Cash Equivalents                                 9,733        1,141,813

Cash and Cash Equivalents, Beginning of year                          1,141,813
                                                                     -----------
Cash and Cash Equivalents, End of year                             $  1,151,546     $  1,141,813     $          -
                                                                     ===========       ===========        =========
Supplemental Disclosure of Cash Flow Information:
     Income taxes paid                                             $    158,000

Supplemental Disclosure of Non-Cash
  Investing and Financing Activities:
     Stock issued for acquisitions                                 $  3,221,600
     Unrealized gain of available for sale securities, net of
        deferred taxes of $8,100,280                               $ 12,150,421
</TABLE>


                                      F-6
<PAGE>
                                 M&A WEST, INC.
                         NOTES TO FINANCIAL STATEMENTS


Note 1 - Nature of Business:

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  also  became an  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 San Bruno,
California;  Atlanta,  Georgia;  Tinton  Falls,  New Jersey;  and  Williamsport,
Pennsylvania.



Note 2 - Summary of Significant Accounting Policies::

a.   Basis of Accounting:  The accompanying  financial statements of the Company
     are prepared  using the accrual basis of  accounting in which  revenues are
     recognized when earned, and expenses are recognized when incurred.

b.   Estimates:  The  preparation  of financial  statements in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that effect the reported  amounts of assets and
     liabilities,  and revenues and expenses,  as well as, contingent assets and
     liabilities  during the reporting period.  Actual results could differ from
     those estimates.

c.   Cash Equivalents:  For purposes of the statement of cash flows, the Company
     considers all highly  liquid debt  instruments  purchased  with an original
     maturity of three months or less to be cash equivalents.

                                      F-7
<PAGE>


Note 2 - Summary of Significant Accounting Policies (Continued):

d.   Investments:  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, after tax,
     recorded  as  a  separate   component  of  stockholders'   equity.   Equity
     investments are investments that the Company has significant  influence but
     not voting control and are accounted for at original cost, adjusted for the
     Company's share of the investees' gains and losses.

e.   Property and Equipment: Property and equipment, consisting of computers and
     equipment supporting the administrative  function,  are stated at cost, net
     of  accumulated  depreciation.  Depreciation  of property and  equipment is
     calculated  using the  straight  line method over  estimated  useful  lives
     ranging from five to seven years.

f.   Goodwill: Goodwill represents the excess of the cost of the assets acquired
     from Sierra Net,  Inc.  over the fair value of the assets  acquired  and is
     being  amortized on the  straight-line  method over fifteen years (see Note
     6).

g.   Intangible Assets Other Than Goodwill:  Web sites acquired in the purchases
     of Investor  Packages and Market Awareness  Consultants and a customer list
     acquired  from Sierra Net,  Inc. are being  amortized on the  straight-line
     method over five years (see Note 6).

h.   Income Taxes:  Deferred taxes are provided for all significant  differences
     between the financial  statement  and tax basis of assets and  liabilities.
     These  differences  relate  primarily  to  unrealized  gains and  losses on
     investments,  the California  franchise tax and  amortization of intangible
     assets.

                                      F-8
<PAGE>


Note 2 - Summary of Significant Accounting Policies (Continued):

i.   Other  Comprehensive  Income:  The Company  adopted  Statement of Financial
     Accounting  Standards  (SFAS) No.  130,  "Reporting  Comprehensive  Income"
     (Statement  130) in fiscal year 2000 which  established  standards  for the
     reporting and display of comprehensive  income and its components in a full
     set of  comparative  general-purpose  financial  statements.  Statement 130
     requires net unrealized holding gains to be included in other comprehensive
     income.  Comprehensive  income is reported by the Company in the statements
     of income and comprehensive  income and stockholders'  equity for 2000. The
     adoption  of  Statement  130 had no  significant  effect  on the  financial
     position or results of operations of the Company for 1999 and 1998.

j.   Advertising: Advertising costs are expensed as incurred.

k.   Net Income per Share:  Basic net income per share is based on the  weighted
     average outstanding common shares

l.   Recently Enacted Accounting  Standards:  Statement of Financial  Accounting
     Standards (SFAS) No. 131,  "Disclosures about Segments of an Enterprise and
     Related Information",  SFAS No. 132, "Employer's  Disclosure about Pensions
     and Other  Postretirement  Benefits",  SFAS No. 133 (as amended by SFAS No.
     137  and  138),   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities", SFAS No. 134, "Accounting for Mortgage-Backed  Securities...",
     and SFAS No.  135,  "Rescission  of FASB  Statement  No.  75 and  Technical
     Corrections" were recently issued. SFAS No. 131, 132, 133 (as amended), 134
     and 135 have no current applicability to the Company or their effect on the
     financial statements would not have been significant.

m.   Reclassifications:  Certain  items in the  fiscal  1999 and 1998  financial
     statements   have  been   reclassified   to  conform  to  the  fiscal  2000
     presentation. Such reclassifications have no effect on either net income or
     stockholders' equity.
                                      F-9
<PAGE>


Note 3 - Reclassification of Investments:

On October  15,  1999 a Special  Meeting of  Stockholders  of  Virtuallender.com
(VLDC) was held wherein VLDC was authorized to acquire  substantially all of the
assets and/or stock of University Mortgage Corp., a Maryland corporation ("UMI")
in a stock exchange  agreement.  The overall effect of this  transaction was the
reduction in ownership  percentage of M & A West,  Inc.  from 21% to 18%.  Prior
financial reports reflected  accounting for the Company's interest in VLDC using
the equity  method,  whereby the Company's  investment is increased by gains and
additional  investments,  and  decreased  by  losses  and  distributions.  These
securities  are now treated as  marketable  securities  available  for sale.  In
January  2000,  Digital  Bridge,  Inc.  (Digital)  merged  with  Black  Stallion
Management,  Inc. (a publicly traded company) in a stock for stock  transaction.
After  the  merger,  there  are  approximately   27,000,000  shares  issued  and
outstanding of which the Company holds a 17% interest.  The Company is no longer
reporting  this  investment  under  the  equity  method  but  is  reporting  its
investment as marketable  securities available for sale. Unrealized gains on the
VLDC and Digital securities during fiscal 2000 amounted to $20,250,701.  Related
deferred taxes amounted to $8,100,280.


Note 4 - Marketable Securities Available for Sale:

The Company's marketable  securities available for sale at May 31, 2000 and 1999
are as follows:

                                                      Gross        Estimated
                                                    Unrealized       Fair
                                      Cost            Gains          Value
               2000

        Virtuallender.com       $   1,374,364     $11,563,136      $12,937,500
        Digital Bridge, Inc.          453,060       8,687,565        9,140,625
        Workfire.com, Inc.            803,717                          903,717
                                   -----------                     ------------
                                $   2,731,141     $20,250,701      $22,981,842
                                   ===========    ============     ============
              1999
        Virtual Wagering.com    $      13,000     $                $    13,000
        Digital Bridge, Inc.           50,000                           50,000
        Workfire                      264,000                          264,000
                                   -----------    ------------     ------------
                                $     327,000     $         -      $   327,000
                                   ===========    ============     ============

                                      F-10
<PAGE>


Note 4 - Marketable Securities Available for Sale (Continued):

Subsequent to year end, the estimated fair value of the Company's  available for
sale securities declined by approximately $9,4000,000.


Note 5 - Property and Equipment:

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

                                              2000           1999

Computers                                   $71,948         $ 16,613
Office furniture                             27,550            8,042
                                            --------         --------
                                             99,498           24,655

Less accumulated depreciation               (20,088)          (4,071)
                                            --------         --------
                                            $79,410         $ 20,584
                                            ========         ========

Depreciation  expense  amounted to $16,017 and $4,071 in the years ended May 31,
2000 and 1999, respectively.


Note 6 - Business Acquisitions:

During the fiscal year 2000, the Company entered into a stock purchase agreement
with  Investor  Packages 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.
                                      F-11
<PAGE>

Note 6 - Business Acquisitions (Continued):

The  acquisitions  during  fiscal 2000 have been  accounted  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 portions of the purchase prices allocated to goodwill are being
amortized on a straight-line  basis over 15 years.  Intangible assets other than
goodwill are being amortized on a straight-line basis over five years.

The purchase price for these acquisitions were allocated as follows:

                                     Market
                   Investor        Awareness       Sierra
                   Packages        Consultants     Net, Inc.

Websites        $  500,000        $  171,600
Customer List                                    $ 1,800,000
Goodwill                                           1,200,000

Purchase price  $  500,000        $  171,600     $ 3,000,000


Amortization  expense in the year ended May 31, 2000 for goodwill and intangible
assets other than goodwill amounted to $15,000 and $123,580, respectively.

Note 7 - Provision For Income Taxes:

The  components  of the  provision  for income  taxes  consist of the  following
benefits (expenses) for fiscal 2000, 1999, and 1998:

                               2000          1999             1998

Current
        Federal           ($2,501,000)    ($125,400)        ($17,300)
        State                (644,000)      (22,150)          (3,150)
                          ------------    ---------         ----------
        Total current
          tax provision    (3,145,000)     (147,550)        ($20,450)
                          ------------    ---------         ----------
Deferred
        Federal             1,499,000        16,000           (5,700)
        State                 368,000         2,860           (1,050)
                          ------------    ---------         ----------
        Total deferred
          tax provision     1,867,000        18,860           (6,750)
                          ------------    ---------         ----------
Total provision for
  income taxes            ($1,278,000)    ($128,690)        ($27,200)
                          ------------    ---------         ----------
                                      F-12
<PAGE>


Note 7 - Provision For Income Taxes (Continued):

A  reconciliation  of the  provision  for income  taxes at May 31 to the Federal
statutory tax rate is as follows:

                                   2000             1999           1998

Income before taxes          $  3,214,457       $  285,407      $  61,947
                               -----------       -----------     ----------
Statutory Federal taxes
        at graduated rates      1,092,915          111,309         15,487

State taxes-net of
        Federal benefit           187,544           15,390          4,108

Other-net                          (2,459)           1,991          7,605
                               -----------       -----------     ----------

                             $  1,278,000       $  128,690     $   27,200
                               ===========       ===========     ==========

The pre-tax amount of unrealized  gains on marketable  securities  available for
sale for fiscal 2000 was  $20,250,701.  The associated  deferred tax expense was
$8,100,280  resulting in a net-of-tax amount of $12,150,421  classified as other
comprehensive income.

There were no components of other comprehensive income for fiscal 1999 or 1998.

Deferred income tax assets and  liabilities  have been classified in the balance
sheet in  accordance  with the nature of the item giving  rise to the  temporary
differences. The components of deferred tax assets and liabilities as of May 31,
2000 and 1999 are as follows:

                                              2000            1999

Deferred tax assets:
Tax basis in excess of financial
basis of marketable securities
held for trading                         $ 1,759,038
California franchise tax effect               85,968
Difference in amortization                    33,153
Other                                                       $ 12,110
                                                            ----------
                                         $ 1,878,159        $ 12,110
                                         ------------       ----------

                                      F-13
<PAGE>

Note 7 - Provision For Income Taxes (Continued):

                                         2000              1999

Deferred tax liabilities:
Financial basis in excess of tax
basis of marketable securities
available for sale                    (8,100,280)
Other                                    255,366
                                     ------------
                                      (8,355,646)            -
                                     ------------      ---------
Net deferred tax asset (liabilities) ($6,477,487)     $ 12,110
                                     ============      =========

Note 8 - Preferred Stock:

In addition to the Company's common stock, the Company is authorized to issue up
to  10,000,000  shares of  Preferred  Stock,  with rights and  privileges  to be
determined  by the  Board of  Directors.  No  preferred  shares  are  issued  or
outstanding at May 31, 2000, 1999 or 1998.

Note 9 - 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.

                                      F-14
<PAGE>

Note 10 - Sale of Subsidiary:

On February 12, 2000,  the Company  sold its wholly  owned  subsidiary,  Virtual
Wagering.com, to a European company. The sale price was $1,200,000.  Payment has
been made in full.

In addition to the sale of Virtual  Wagering.com,  the  Company  entered  into a
consulting  agreement  with the European  concern to further  develop the portal
site.  The agreement is for $1,000,000  over a two year period.  The Company pro
rated the  consulting  income to record  the  income as earned as  services  are
rendered. Deferred revenues as of May 31, 2000 amounted to $854,167.

Note 11 - Directors and Officers Liability:

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

Note 12 - Information Concerning Concentrations of Credit Risk:

Financial   accounting   standards   require  certain   disclosures   concerning
concentrations of credit risk, which are summarized below.

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of investments and cash and cash equivalents.

Of  the  total  revenues  of   approximately   $7.6  million  for  fiscal  2000,
approximately $4 million relates to one customer, and approximately $1.9 million
relates to a different customer.

Investments are discussed in notes 2d and 4.

The Company typically maintains cash deposits in excess of amounts insured. As a
result,  the  potential  amount of credit risk  pertaining to cash deposits will
vary  throughout  the year  depending  on the level of deposits  versus  amounts
insured.

Cash equivalents are generally limited to money market accounts.

                                      F-15