SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934.
         For the fiscal year ended December 31, 1999
                                   -----------------
                                       OR

[ ]      TRANSITION  REPORT  UNDER  SECTION  13 or  15(d)  OF THE  SECURITIES
         EXCHANGE    ACT   OF   1934   For   the    transition    period    from
         _____________________ to _____________________

                        Commission file number 000-22611
                                              ----------

                                MyTurn.com, Inc.
                     --------------------------------------
                 (Name of Small Business Issuer in its Charter)

            Delaware                                          11-3344575
--------------------------------                          ------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

960 Atlantic Avenue, Alameda, California                          94501
----------------------------------------                        ---------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (510) 814-4288
                    ----------------------------------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock ($.01 par value per share)
                     ---------------------------------------
                                (Title of Class)

               333 North First Street, Jacksonville, Florida 32250
              ----------------------------------------------------
                                (Former Address)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  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 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. [ ]

As of  February  29,  2000,  the  aggregate  market  value of the shares held by
non-affiliates was approximately $268,843,031.

The issuer's revenues for the fiscal year ended December 31, 1999 were $233,660.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS.

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of February 29, 2000 is  8,575,408  shares of Common  Stock,  $.01 par
value per share.

Transitional Small Business Disclosure Format (check one): Yes         No  X
                                                           ----          ----

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>




                                      INDEX                             Page No.

Forward Looking Statements ...................................................1


PART I

Item 1.      Description of Business..........................................2

Item 2.      Description of Property..........................................23

Item 3.      Legal Proceedings................................................24

Item 4.      Submission of Matters to a Vote of Security Holders..............24


PART II

Item 5.      Market for Common Equity and Related Stockholder Matters.........26

Item 6.      Management's Discussion and Analysis or Plan of Operation........28

Item 7.      Financial Statements.............................................37

Item 8.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure.........................................37


PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;

             Compliance with Section 16(a) of the Exchange Act................38

Item 10.     Executive Compensation...........................................45

Item 11.     Security Ownership of Certain Beneficial Owners and Management...53

Item 12.     Certain Relationships and Related Transactions...................56


PART IV

Item 13.     Exhibits and Reports on Form 8-K.................................57

Signatures


<PAGE>

                           FORWARD LOOKING STATEMENTS

     Certain  information  contained in this Annual Report are  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995,  and is subject  to the safe  harbor  created  by that act.  MyTurn.com
cautions readers that certain important factors may affect  MyTurn.com's  actual
results  and  could   cause  such   results  to  differ   materially   from  any
forward-looking  statements which may be deemed to have been made in this Annual
Report or which are otherwise made by or on behalf of MyTurn.com.

     For this purpose,  any statements  contained in this Annual Report that are
not  statements  of  historical  fact  may  be  deemed  to  be   forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
"plan"  or  "continue"  or  the  negative   variations   thereof  or  comparable
terminology are intended to identify forward-looking  statements.  Factors which
may affect MyTurn.com's  results include,  but are not limited to, the risks and
uncertainties  associated with the Internet and Internet-related  technology and
products,  new  technology  developments,  developments  and  regulation  in the
telecommunications industry, the competitive environment within the Internet and
telecommunications  industries,  the ability to enter into  agreements with mass
merchandise  retailers and develop  other sales  outlets for its  products,  the
ability of  MyTurn.com  to partner with a hardware  manufacturer  to produce the
GlobalPC  personal  computing  device,  the  ability  of  MyTurn.com  to  secure
agreements  with  content  providers  for its  Internet  portal,  the ability of
MyTurn.com to finalize a network  services  agreement  with a national  Internet
Service  Provider (ISP) to provide network access,  the ability of MyTurn.com to
secure  licenses  for all  software  applications  it plans to embed,  bundle or
otherwise  include in its  products,  the  ability of  MyTurn.com  to expand its
operations,  the level of costs incurred in connection with MyTurn.com's planned
expansion efforts,  unascertainable risks related to possible acquisitions,  the
competence required and experience of management, the risk of loss of management
and  personnel,  economic  conditions,  and the ability of  MyTurn.com  to raise
additional capital which will be required within the next six months to continue
to  develop  and  sustain  its  business  at  current  levels  and to  implement
MyTurn.com's business plan and generate revenue.

     MyTurn.com is also subject to other risks detailed  herein or detailed from
time to time in MyTurn.com's Securities and Exchange Commission ("SEC") filings.
Readers are also urged to carefully review and consider the various  disclosures
made by  MyTurn.com  which attempt to advise  interested  parties of the factors
which  affect  MyTurn.com's  business,   including,   without  limitation,   the
disclosures  made under the captions  "Business - Certain Risks  Relating to the
Implementation  of  MyTurn.com's  Business  Plan" in Item 1,  and  "Management's
Discussion  and Analysis or Plan of Operation" in Item 6, of this Annual Report.
All  references  to a fiscal  year are to  MyTurn.com's  fiscal  year which ends
December 31.

                                        1


<PAGE>



                                     PART I

Item 1.           Description of Business

Introduction

     MyTurn.com  is a  provider  of  Internet  related  computing  products  and
services. Through its wholly owned operating subsidiary,  MyTurn.com is planning
to introduce a low cost,  easy-to- use personal  computer  system,  known as the
GlobalPC(TM), targeting the first-time user market. The GlobalPC is based on the
time-tested,  robust GEOS(R)  operating  system which  MyTurn.com  licenses from
Geoworks Corporation.  MyTurn.com has made or acquired significant  improvements
to this  operating  system.  The fully  integrated  software  application  suite
includes  word  processing,   spreadsheet,  desktop  publishing,   presentation,
database, a web browser,  e-mail,  games and chat capability,  all comparable in
functionality  to the most  popular  Microsoft  Windows(R)-based  programs.  The
GlobalPC will be sold primarily through mass merchant retailers.  MyTurn.com has
scheduled an initial five-market rollout to commence during the summer of 2000.

     Based on the current  pricing model for the GlobalPC,  consumers  will have
access to a fully functional,  non-subsidized  computer system for approximately
$299.95.  The system is compatible  with  television sets as the display medium;
however,  computer monitors will provide superior  resolution.  System printers,
monitors and  additional  software,  all branded with the Global PC name through
third party license  arrangements,  may be made available as profit-  generating
accessory  offerings.  Also,  an  unlimited  anticipated  $19.95  month-to-month
Internet  access  will be  "hard-coded"  during  the  manufacturing  process  to
maintain a "captive" online audience.  MyTurn.com  expects to garner significant
additional sources of revenue from an array of e-commerce oriented partnerships.

     MyTurn.com  is  prepared  to  manufacture  systems  exclusively  under  the
GlobalPC  brand  name  during  the  initial  product  launch  in order to secure
valuable retail shelf space while  simultaneously  establishing the product as a
viable non-Windows computer system.

     Prior to the planned retail launch, a limited number of roughly 1,000 units
may be sold  utilizing  the  Internet or other  direct  marketing  methods.  The
purpose of this interim project is to ensure that both Internet connectivity and
MyTurn.com's  customer care  operations are operating at maximum  effectiveness,
and to glean "real  world"  experience  regarding  basic  system  integrity  and
functionality.  Discerning  attention  and  timely  reaction  to early  consumer
feedback will help to maintain market momentum.

     MyTurn.com  further expects to migrate towards a pure third-party  hardware
reference design and operating/application  software-licensing model as early as
possible to capitalize on  well-established  consumer  electronics  and personal
computer brand names.

                                        2


<PAGE>



History and Recent Developments

     MyTurn.com,  Inc.  was  incorporated  under  the name of  Coastal  Computer
Systems,  Inc. in New York on March 31, 1983 and was  reincorporated in Delaware
under the name Compu- DAWN,  Inc. on October 18,  1996.  The name was changed to
MyTurn.com, Inc. on January 21, 2000.

     In October 1996,  MyTurn.com undertook a pre-initial public offering bridge
financing  selling 77 units,  each consisting of a $10,000  Promissory Note (the
"Bridge  Note") and Common Share  Purchase  Warrant  (the  "Bridge  Warrant") to
acquire 5,600 Common Shares of MyTurn.com (the "Bridge Financing  Transaction").
The Bridge  Warrants are  exercisable at a price of $3.00 per share.  The Bridge
Notes were repaid upon the closing of MyTurn.com's  initial public offering (the
"IPO") in June  1997,  as  discussed  below.  The terms of the  Bridge  Warrants
provide for an exercise  period which  expires in June 2002.  As of February 29,
2000 Bridge Warrants to purchase 61,600 Common Shares remained unexercised.

     In June 1997,  MyTurn.com  completed an IPO of 1,380,000 Common Shares at a
price of $5.00 per  share,  for  aggregate  net  proceeds,  after  expenses,  of
$5,625,874.

     In June  1998,  MyTurn.com  undertook  a private  placement  issuing to JNC
Strategic Fund Ltd. ("Strategic") and JNC Opportunity Fund Ltd. for an aggregate
purchase price of $5,000,000:

o        units, consisting of 327,103 Common Shares (the "Issued Shares") and
         five-year warrants to acquire 32,710 Common Shares, and

o        units,  consisting  of 3,250  Series A Preferred  Shares and  five-year
         warrants to acquire 57,497 Common Shares.

     In September 1998,  MyTurn.com issued to Strategic 1,750 Series B Preferred
Shares in exchange for the Issued Shares.

     The  warrants to acquire an  aggregate  of 90,207  Common  Shares (the "JNC
Warrants") are exercisable at a price of $8.025 per share, subject to adjustment
as provided for in the Warrants.

     The JNC Warrants were  convertible or exercisable by any holder only to the
extent that the number of Common  Shares  purchased  together with the number of
Common Shares owned by such holder and its affiliates  would not exceed 4.99% of
the then  outstanding  Common Shares as  determined  in accordance  with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  Such restriction was
subject to waiver by the respective  security  holder upon not less than 61 days
notice. See Item 6 - "Management's  Discussion and Analysis or Plan of Operation
- Liquidity and Capital Resources."

     As of February  29, 2000,  all of the Series A Preferred  Shares and all of
the Series B Preferred Shares had been converted into 650,000 and 327,103 Common
Shares, respectively, and all warrants to acquire 90,207 Common Shares have been
exercised.

                                        3


<PAGE>

     On January 8, 1999,  MyTurn.com's  wholly owned  subsidiary  e.TV Commerce,
Inc.  ("e.TV")acquired  certain  assets of  LocalNet  Communications,  Inc.  The
LocalNet  assets  were  acquired  pursuant  to a peaceful  surrender  to satisfy
$750,000 in principal of a $1,800,000 secured loan previously made by MyTurn.com
to LocalNet (the "Loan"). The Loan was secured by all of the assets of LocalNet.

     From 1983 to July 1999 MyTurn.com was engaged in the business of designing,
developing,  licensing,  installing and servicing computer software products and
systems  predominantly  for public  safety  and law  enforcement  agencies  (the
"Public Safety Software Business").

     Also, from January 8, 1999 to July 1999 MyTurn.com,  through e.TV, operated
in  the  Internet,   e-commerce  and  telecommunications   business  (the  "e.TV
Business"),  marketing  products and services primarily using a person to person
sales  approach with the services of  commissioned  sales  representatives  in a
relationship-based, referral marketing organization.

     In July 1999  MyTurn.com sold primarily all of the assets which made up its
Public Safety Software Business division to an unrelated third party.

     Also in June 1999,  MyTurn.com  decided it was in its and its stockholders'
best interest to cease the e.TV Business and instead  acquire  Global PC, Inc.'s
assets and focus on its current business.  The GlobalPC asset acquisition closed
on December 22, 1999. See Item 6 - "Management's Discussion and Analysis or Plan
of  Operation  -   Introduction"   for  a  description  of  the  GlobalPC  asset
acquisition.

     In October and November 1999,  MyTurn.com  undertook two private placements
through  its  placement  agent,  Hornblower  &  Weeks.  In  the  first  offering
MyTurn.com sold 740,000 Common Shares for $1,017,500 in gross  proceeds.  In the
second  offering  MyTurn.com  sold Units for $1,350,000 in gross  proceeds.  The
units  consisted  of an  aggregate  of 675,000  Common  Shares and  Warrants  to
purchase an aggregate of 337,500  Common Shares (the "H&W"  Warrants").  The H&W
Warrants are exercisable  for five years at $3.00 per share.  Hornblower & Weeks
received  a  commission  of 10% and a  non-accountable  allowance  of 3% in each
offering.  Additionally,  financial consultants were issued 99,050 Common Shares
as a  finder's  fee,  valued at 7% of the  gross  amount  raised in the  private
offerings.  MyTurn.com  also issued  400,000 Common Shares to Hornblower & Weeks
under  a  related  investment  banking  agreement.  See  Item  6 -  "Management'
Discussion and Analysis or Plan of Operation - Liquidity and Capital Resources".

Industry Background

     Mass America is  constantly  being  bombarded  with Internet  mania.  It is
nearly impossible to listen to the radio, watch television,  or read a newspaper
without encountering  numerous references to "something.com".  Many parents view
the Internet in the same way previous generations viewed encyclopedias.  Without
home access to the Internet, children are academically disadvantaged. Television
and radio programs are  continually  directing  their audiences to an associated
website,  making the Internet a powerful  entertainment  vehicle and information
resource.  And,  an  explosion  in online  shopping is making the  Internet  the
largest superstore on the planet.

                                        4


<PAGE>

     Currently  less than half of  American  homes have  Internet  access.  This
"disconnect"  between the  benefits  of the  Internet  and home access  directly
relates to home personal computer, or PC, penetration.  The PC is the automobile
of the  information  highway and  roughly  half of US homes own a PC. In a large
portion of homes  without PCs,  Internet  penetration  is nearly non-  existent.
MyTurn.com  believes that Internet  appliances such as WebTV have yet to achieve
any significant penetration. MyTurn.com's mission is to bring Internet access to
this large, untapped market by addressing the primary impediment:  PC ownership.
See Item 1 - "Business - Competition."

     MyTurn.com has extensively  researched  non-Internet homes. The majority of
these  homes  have  huge  pent up  demand  for both the  Internet  and  personal
computers. The PC "have- nots"cite three primary reasons for lack of ownership:

o        ease-of-use - PCs are perceived as too hard to use,

o        distribution - they are not sold where mass America shops, and

o        price -  they cost too much.

         MyTurn.com is addressing all of these issues:

o        Ease-of-Use.  Through  extensive  new user  interface  development  and
         continuous testing with novice and new users,  MyTurn.com has developed
         a personal  computer  so simple to use it will expand the market to the
         segment  of the  population  who are  either  intimidated  by PC's  and
         computers  in  general  or feel they  have no use for a PC.  MyTurn.com
         provides one button access to the Internet.

o        Distribution.  Shopping  for a PC is  an  intimidating  experience.
         Traditional  PCs are sold  through  specialty  stores like CompUSA and
         Computer  City where novice  consumers  are  intimidated  by technical
         jargon.  MyTurn.com  expects to distribute  its GlobalPC where America
         shops - through mass  retailers  such as Wal-Mart,  Kmart,  Target and
         Sears. Currently,  MyTurn.com has indications of interest from certain
         of these mass  retailers but does not have any  agreements  with them.
         Although  MyTurn.com expects agreements or purchase orders to develop,
         it cannot  assure that this will happen.  The product will have little
         or no technical  jargon  associated with its packaging,  marketing and
         positioning.  See Item 1 "Business-Marketing"  and "Business-Sales and
         Distribution Strategy."

o        Price.  As a  vertically  integrated  hardware,  operating  system  and
         applications  provider and Internet service provider (ISP),  MyTurn.com
         is in a unique position to offer a fully functional  Internet PC at the
         price anticipated to be $299.95.

     Internet  penetration  amongst  the  larger  universe  of non-PC  owners is
insignificant.  Alternative  access  devices  such as WebTV and  other  Internet
appliances have simply not caught on in this large untapped market.  The lack of
success of these  Internet  appliances  is largely due to their  "newness" and a
lack of understanding  of the user interface needed for these devices.  However,
there is also a real and justifiable  perception that a PC is needed to get full
use of the Internet.  For example,  for a student,  local productivity  software
that allows a topic to be

                                        5


<PAGE>



researched  on the web and turned into a report is an essential  usage model not
supported by a web appliance such as WebTV.  Independent  research supports that
consumers want a "total solution",  i.e. a fully functional PC. There is a large
pent-up demand for PCs, however price,  ease-of-use,  and an intimidating retail
environment have slowed penetration into this large, untapped market.

     The computer  "have-nots"  are a different  category of consumer than those
catered to by the current PC industry.  They are more  representative of "Middle
America" than most current PC users;  most do not use  computers at work.  Their
average income is $27,000 a year, versus the current PC household average income
of $47,000 a year.  Some analysts also predict that more than half of first time
PC buyers over the next 3 years will be women.

     MyTurn.com's  research and focus groups have shown that while a majority of
non- computer  owners feel left out by not owning a computer or having  Internet
access, their own lack of experience is the major barrier to purchase.

     Perceived  costs are high and many fear that much more than the  advertised
price must be spent to make a computer useful.  Intimidating  visits to computer
center  stores  such as CompUSA,  Fry's,  and  Computer  City  further  compound
concerns. Sales personnel often lack patience or empathy for computer neophytes.
Worse yet,  low cost PCs often  carry  minimal  margins and  commissioned  sales
people often attempt to up-sell  consumers  with a blizzard of technical  jargon
and fears of obsolescence.

     While this phenomenon is well understood, the computer industry seems to be
locked on a  treadmill  where a baffling  array of  technical  jargon is used to
promote and sell PCs.  While this is very  effective  in selling to the existing
customer looking to upgrade, it intimidates and delays the first time consumer.

     Another  important  factor for  non-computer  owners is ease-of-use.  Since
computers  are  notorious  for  having all kinds of  external  cables and wires,
consumers  fear they will not be able to properly set up or use a PC. And,  once
set up, system errors and crashes  create a new set of fears.  With the Internet
becoming  one of the primary  motivators  for PC  purchase,  consumers  are also
unclear on how they will "get on" to the Internet  once they  purchase a PC. How
do they select an ISP? Often several  Internet access solutions are bundled on a
PC, which one should they choose?

     MyTurn.com  believes  that the market  opportunity  exists for  affordable,
easy-to-use personal computer with bundled Internet access. We plan to price our
GlobalPC at $299.95 and sell it through mass  retailers.  We believe  MyTurn.com
will open up personal  computing and the Internet to millions of Middle American
homes.

                                        6


<PAGE>

Products and Services

The GlobalPC

     MyTurn.com's  first product is the GlobalPC.  The GlobalPC is an integrated
personal  computer and comes  pre-loaded  with an Internet  browser,  email,  an
office productivity suite including word processor,  spreadsheet,  database, and
graphics  program as well as several  other  programs,  including  games and the
exclusive MyTurn.com online access software.

     The initial  GlobalPC  product  offering  incorporates an Intel  compatible
microprocessor (AMD or National/Cyrix);  floppy drive; hard disk; a built-in 56K
industry standard V90 modem and connectors for other peripherals  including a PC
keyboard  and mouse  included  with the unit.  New video  processing  technology
allows the GlobalPC to drive a television with  reasonable  display  quality.  A
standard super video graphics array,  or SVGA,  monitor is supported and will be
offered separately to consumers who want a crisper, higher resolution screen.

     In addition to MyTurn.com's own product  offering,  we are currently in the
process  of  developing   formal   alliances  with  major  computer   peripheral
manufacturers  such as Canon and  ProView  to  supply  compatible  printers  and
monitors  respectively.  These  companies  will provide a co-branded  product in
order to  complete  the  hardware  product  offering.  These  relationships  are
currently in  negotiation  and no  agreements  exist yet. We cannot  assure that
formal agreements will be reached with any of these companies.

     MyTurn.com  licenses the GEOS  operating  system and suite of  productivity
applications  from  Geoworks  Corporation.  MyTurn.com  has  also  recruited  an
experienced team of software engineers to further enhance GEOS and integrate the
software  into the hardware  design.  The  development  team has focused on four
major areas: ease-of-use,  the online service and Internet access,  performance,
and Windows/Office software  compatibility.  See Item 1 "Business - Intellectual
Property" and Item 1 "Business - Employees and Consultants."

     Ease-of-use is the central focus for MyTurn.com. This is achieved through a
proprietary user interface,  or UI, technology that allows a GlobalPC to take on
the personality of the user from a simple task-oriented interface for novices to
an advanced  industry-standard  interface (similar to Microsoft's Windows).  The
software  is  designed to allow the user to learn  gradually  with  applications
scaling  up as  users  improve  their  computer  skills.  The  entry-level  user
interface -- The GlobalPC  Desktop -- provides  intuitive  access to the system.
Only one application runs at a time in this mode. Users can access the Internet,
word  processor,  or other  applications  with one button  click.  Our  research
demonstrates  that  new  users  find  the  practice  of  double  clicking  oddly
repetitive.  In the GlobalPC  Desktop  mode,  applications  automatically  run a
simplified  interface  with fewer  features  and options.  Within  applications,
wizards  and  templates   help  the  user  quickly   accomplish   tasks  without
frustration.  For consumers with prior  computer  experience or novice users who
develop  proficiency,  the GlobalPC  offers an advanced  interface  that is very
similar to  Microsoft's  Windows.  This  interface  also allows  parents to feel
comfortable  that children are learning the computer  literacy skills  necessary
for the high-tech workplace.


                                       7


<PAGE>

     The  bundled  office   productivity   suite  includes  a  word   processor,
spreadsheet,  database,  graphics program and personal finance. Each application
offers four levels of usability, enabling the user to grow their skills at their
own pace. For example,  the word processor scales from a simple text editor to a
full desktop  publishing  application.  Additionally,  each application has file
import and export support for Microsoft  Office.  This will allow users to share
files with other PC owners via e-mail  attachment or floppy disk. Users can take
files from work or school where they may be using a PC running  Windows or other
software, make changes on their GlobalPC, save and take them back.

MyTurn.com Online Services

     MyTurn.com's  focus is  developing  and growing its online  business.  As a
result of selling  GlobalPC  hardware which is "hard coded" to achieve  Internet
access through MyTurn's portal,  MyTurn.com  expects to acquire  subscribers for
MyTurn.com's  portal  services.  Specialized  web  browser  and e-mail  software
coupled with account  management and access software  provide the client side of
the MyTurn.com online offering.

     MyTurn.com's  portal is powered by Inktomi Corp.'s suite of portal services
pursuant to a portal services agreement.  Inktomi's suite of portal services are
designed to give users the most  comprehensive  data on the Internet.  Inktomi's
suite of portal  services is highly  integrated,  delivering  comprehensive  and
highly accurate Internet results, an intuitive topic-based Web guide, and access
to hundreds  of  merchants  and  millions of  products,  with  product and price
comparisons  and expert  recommendations.  We  believe  that  Inktomi's  search,
directory and commerce  technologies  will enable our  subscribers to easily and
quickly  locate  the sites on the World  Wide Web which  meet  their  search and
shopping needs.

     Users will  automatically be taken through a Internet service  registration
process when they first click on the MyTurn.com  online button.  The system will
dial an 800 number and download local access numbers transparently.  Sign up and
log in  details  will be handled  automatically  for the user.  While  access to
MyTurn.com's portal will be through standard Internet protocols,  MyTurn.com has
created a number  of  innovative  features  that  improve  the  entire  Internet
experience, especially for first time users.

     MyTurn.com's  focus on ease-of-use  will continue with the online  service,
allowing  users to quickly take  advantage of the  Internet's  resources such as
news, weather and sports through MyTurn.com's  contractual affiliation with CNN.
For example, web searching has always been a trial and error process. MyTurn.com
is developing an enhanced front end to traditional search engines to allow users
to find and quickly access useful websites.  Additionally, a general tutorial on
the  Internet  will help  users  find the most  useful  sites on topics  such as
health, family, finance and job opportunities to name a few.

     Through this site, a sense of MyTurn.com  community  will be created.  This
will be  accomplished  through  sections such as to "how to get maximum use from
the capabilities of your MyTurn.com system", tutorials on accessing the Internet
and other  topics of  interest  to our  customer  segment.  We expect to sponsor
discussion  groups with other  MyTurn.com  users along

                                       8

<PAGE>

with  scheduled  chat  rooms  that will  focus on a  particular  topic or theme.
Additionally,  there will be access to technical  support  with FAQ's,  software
updates, fixes and solutions.

     MyTurn.com's Web-Site is hosted by Digex, Inc., which provides MyTurn.com's
Web- Site with rapid  scalability,  security,  system backup and  monitoring and
support 24 hours a day, seven days a week.

Local Point of Presence Strategy

     While  MyTurn.com's  Portal will appear as the online  service and Internet
access  provider to the consumer,  MyTurn.com  will partner with an  established
network infrastructure  company to provide local points of presence.  MyTurn.com
is currently  conducting  preliminary  negotiations  with appropriate  partners.
MyTurn.com  cannot  assure  it will  enter  into  agreements  with  any of these
companies,  or if it does it cannot  assure it will be on terms as  favorable as
MyTurn.com would like. MyTurn.com expects to receive a percentage of the monthly
Internet access service fee charged to subscribers.

E-Commerce

     MyTurn.com's  portal  provides an excellent  opportunity  for MyTurn.com to
sell software and services to its  customers.  Because the GlobalPC  system will
run DOS software,  MyTurn.com is currently negotiating with major vendors of DOS
game and entertainment  software to license and repackage its titles for sale as
MyTurn.com approved titles to MyTurn.com  customers.  While some of these titles
are outdated in the  mainstream  personal  computer  market,  they will,  in all
likelihood,  be new to the MyTurn.com  customer base. These software titles will
be sold on- line to the MyTurn.com  customer base through  MyTurn.com's  portal.
MyTurn.com  has not entered  into  agreements  with any of these  vendors and it
cannot  assume that it will in the future.  Additionally,  MyTurn.com  will sell
GlobalPC  peripheral  products  such as monitors,  printers and carrying  cases,
among other things.  These efforts will allow MyTurn.com to sell a wider variety
of products  than would be possible  through  its retail  distribution  channel.
MyTurn.com  will provide a royalty  payment to our retailers for those  products
sold via the  e-commerce  site and  traced to  customers  that  purchased  their
hardware from specific retail partners.

     MyTurn.com  also  expects  to derive  revenue by  providing  links to other
Internet  e-  commerce  sites  for  products  such as books,  CDs and  financial
services, among other things.

Internet Advertising

     MyTurn.com  believes  that  consumers  will be attracted to the  MyTurn.com
Portal in the next several years.  MyTurn.com further believes this will provide
an excellent  opportunity  to derive  advertising  revenue from the site.  While
MyTurn.com  anticipates  this could represent a significant  revenue stream,  it
cannot predict if this will ultimately prove to be successful.

                                       9
<PAGE>

Hot Buttons

     In order to maximize the value of keyboard "real estate,"  MyTurn.com plans
to  effectively  "rent" space in the form of "Hot  Category  Buttons"  that will
point  end  users  directly  to a small  group  of  sites  of  category-dominant
e-commerce merchants. The buttons have been assigned to four categories:

o        personal finance,

o        health and information,

o        shopping, and

o        fun.

     These category  buttons will each open a page that contains 4 to 5 links to
dominant e- commerce  partners.  Assignment  of these spots on our hot  category
page  will be  leased  for a  finite  period  of time,  most  likely  in  annual
increments,  so as to provide simple access  directly to their online sites with
minimum  keystrokes.  The category  keys  dedicated to this  valuable  source of
revenue  will be  located  where  the  "function  keys"  (F5 - F8) are  normally
situated on a standard keyboard.

     Certain  brand  leaders  in  their  respective   market  niches  have  been
identified  as  prospective  licensees,   and  introductory  dialogue  has  been
initiated with some of them. MyTurn.com cannot,  however, assure agreements with
these  companies  or  others  will  be  reached.  Furthermore  if any  of  these
agreements  are  reached,  MyTurn.com  cannot  predict  if they will prove to be
successful.  In  addition  to the  annual  Hot Button  "rental"  charges,  it is
anticipated that a percentage of all e-commerce  transactions  initiated through
MyTurn.com  systems will be paid to  MyTurn.com  in the form of standard  online
sales commissions.

Marketing

Positioning

     MyTurn.com plans to market the GlobalPC personal computer through:

o        television advertising,

o        print advertising,

o        online advertising and web-site marketing,

o        a broad-based public relations and promotions program,

o        direct marketing,

                                       10
<PAGE>

o        consumer products packaging,

o        extensive retail merchandising, and

o        channel marketing.

     Additionally,  MyTurn.com has retained two consumer marketing companies and
an advertising  agency to develop strategic and targeted marketing and publicity
programs for the initial launch and national  rollout in the U.S.:  Smith Public
Relations, Inc. of Los Angeles and Planned Marketing Solutions, Inc. of Portland
and the Los Angeles advertising firm of Suissa Miller Advertising.

     In addition to traditional advertising,  MyTurn.com will develop "guerilla"
marketing campaigns that communicate the GlobalPC's ease-of-use through a series
of compelling  non-  traditional  activities.  Wild postings,  outdoor and other
consumer marketing techniques will be employed to make awareness of the GlobalPC
and MyTurn.com universal.

     MyTurn.com  plans to develop an  integrated  and  persuasive  communication
strategy.  Our goal is to establish  the  GlobalPC  brand as distinct and unique
from current PC offerings and to clearly articulate its revolutionary attributes
of price, ease-of-use, and distribution through mass merchandisers.

Public Relations

     Public  relations  will play a key role in  MyTurn.com  achieving its sales
goals.  To meet these  goals,  MyTurn.com  is  preparing a highly  targeted  and
intrusive public relations program in order to communicate the cost/value of the
product,  which will drive  purchases as well as support the  development of the
GlobalPC brand. In addition, the aim of the public relations plan is to fuel the
fire of media  interest in "the  revolution  of low cost  computing for the mass
market" that the GlobalPC personal computer launch will ignite. Public relations
efforts will be focused on the following targets:

o        families in our demographic and psychographic customer profile,

o        decision makers within school districts,

o        designated retailers,

o        technology influencers and analysts,

o        consumer and friends and family "advice givers",

o        seniors,

                                       11
<PAGE>


o        retirees, and

o        key consumer and trade media.

     The public relations  program will address both the significant  promise of
the broad  consumer  market for PCs and the pent up desire of a large  number of
computer-less  people wanting to access the Internet,  send and receive e-mails,
run  computer  applications  and help  educate  their  children.  The key "media
message points" differentiating MyTurn.com from all of its competitors will be:

o        ease-of-use,

o        usefulness,

o        ease of set up,

o        mass merchant availability, and

o        price.

Merchandising Strategy

     MyTurn.com, with one of its marketing consultants,  is planning,  designing
and implementing a multi-faceted,  consumer-oriented  and coordinated  packaging
and  merchandising  campaign.  This program is being designed to achieve optimum
results through  targeted  retail  channels.  Since consumers  shopping in these
retail stores do not expect any  significant  sales help,  it is very  important
that the  packaging  and point of purchase  materials  help complete the selling
job.

Advertising Strategy

     If our five-market launch is successful, we plan a comprehensive television
and  printadvertising  campaign  to roll  out  the  GlobalPC  personal  computer
nationwide in the fall of 2000.  This campaign,  integrated  with a major public
relations  effort and a dynamic  merchandising  program,  is designed to achieve
consumer  awareness  and market  success.  The current  advertising  positioning
targets the largest portion of the U.S.  population that continues to sit on the
sidelines,  waiting for the computer  industry to address  their  concerns.  The
advertising campaign highlights the fact that the industry has failed to address
consumer  needs until now. The GlobalPC is touted as "The  Computer  You've Been
Waiting For."(TM)

Product Roll Out

     MyTurn.com  plans to introduce its product in five markets in the summer of
2000.  Indianapolis,  Tampa,  Minneapolis  and Portland were  selected  based on
traditional  packaged  goods  test  market  criteria.  Also,  New York City will
provide a major public relations

                                       12
<PAGE>

opportunity that we believe may be extended on a national basis. The five-market
rollout will enable  MyTurn.com to refine its  positioning and messages prior to
the  national  launch and will  create a media  "buzz"  about the product in the
months leading up to the national product launch.

     In order to test optimal advertising  spending levels as well as to measure
consumer  demand for its product,  MyTurn.com  will test varying media  spending
levels in the test markets.

Sales and Distribution Strategy

     MyTurn.com  intends  to put  GlobalPC  personal  computers  into  major and
secondary mass  retailers by addressing  each of the issues that have caused PCs
to lose mass distribution. From the consumer's perspective, these issues include
an expectation of high prices,  technical intimidation and fear or obsolescence.
From the mass  retailers'  perspective,  these issues  include  inventory  risks
resulting  from high prices,  low margins,  complexity  and rapid  obsolescence.
Instead of hundreds of products, add-ons and programs, MyTurn.com will offer one
computer and three to four peripherals. All of MyTurn.com's price points will be
under  $300.  The  ease-of-  use and  ease of set up,  useful  bundled  software
applications,  packaging,  merchandising,  and marketing campaign will eliminate
the need for dedicated salespeople to sell our product.

     MyTurn.com's  primary  target  customer  shops  at these  retail  locations
frequently as opposed to the computer  super stores and office supply  warehouse
locations.  This makes the GlobalPC  product a natural fit for these  merchants.
These retailers would like to capture a portion of the  multi-billion  dollar PC
market. To support these retailers, MyTurn.com is designing a mass market - mass
retail  product  and  program  from  the  ground  up.  Advertising,   packaging,
merchandising  and public  relations  are all being  developed  to  specifically
support the mass retailer.

Sales Plan

     MyTurn.com  is  currently   exploring  the  engagement  of   manufacturers'
representative organizations to serve as its primary sales force for 2000. These
independent third party contractors have long-standing  top-level  relationships
with all the major target  accounts and they offer the fastest method of getting
in front of the key decision-makers at each account. We believe that these local
representatives  have the ability to move our product  presentation quickly from
the buyer level through to senior management at each of our key target accounts.
MyTurn.com  expects to compensate  manufacturers'  representatives on a variable
commission  basis of a few  percentage  points of net product  shipments;  their
financial  remuneration  and  industry  reputations  will  be tied  directly  to
MyTurn.com's  market success.  MyTurn.com  cannot assure that  arrangements with
these manufacturer's representative organizations will be secured.

Distribution Plan

         The primary method of distribution to MyTurn.com's target customer base
will be through the mass merchant channel. The mass merchant channel consists of
large,  multi-outlet,  regional and national retailers such as Wal-Mart, Target,
K-Mart, Sears, Meyer, Toys R Us,

                                       13
<PAGE>

Montgomery Wards,  Ames, Hills,  Bradlee's,  and Fred Meyer. In addition to mass
merchants,  GlobalPC's will be sold in electronic  superstores like Best Buy and
the electronic  mall stores like Babbages and Electronics  Boutique.  Currently,
MyTurn.com has no agreements with these companies or other  retailers.  Although
it expects to receive  purchase orders from certain of these companies  starting
in the summer of 2000 in connection  with its market roll out and after that, no
assurance can be given that this will happen.

     Some of these accounts represent a very non-traditional  method of bringing
computing solutions to mass consumers. The MyTurn.com target customer has echoed
a serious  level of  frustration  in trying to purchase a computer from the more
traditional  super stores like CompUSA and Circuit  City.  While these remain as
possible  account targets for  MyTurn.com,  they will not be at the forefront of
our launch strategy. The GlobalPC personal computer will be positioned where our
customers  already  shop.  It is  believed  that a  vast  portion  of  the  U.S.
population visit Wal-Mart and K-MART several times per month. This high traffic,
high  visibility  environment is perfectly  suited for the consumer  positioning
that defines MyTurn.com.

     The GlobalPC,  as a low priced  solution that is easy to use will also open
secondary targets for MyTurn.com. Wholesale Clubs such as Sam's Club, Costco and
B.J.'s  will be  involved  as the  GlobalPC  reaches a higher  level of consumer
penetration. MyTurn.com will market specific bundles to this channel in order to
protect the perceived value of the product.

     An entirely  different  channel is also open to MyTurn.com.  MyTurn.com has
targeted on air shopping channels and the infomercial circuit with accounts like
QVC and Home  Shopping  Network.  Both have  expressed  high interest in helping
MyTurn.com  introduce  this product,  although no agreement with either has been
reached,  nor can we assure  that we will  enter into an  agreement  with any of
them.  The  significant  value in this  channel is in the  television  exposure.
MyTurn.com  is  exploring  the  possibility  of running  infomercials  that will
generate  excitement about the GlobalPC in its consumer  target.  The real value
will be in the heavy exposure and targeted  selling  message toward our customer
base.  For every  person that decides to purchase off the air, we will educate a
multitude that will have the option to purchase in the retail environment.  This
television  coverage will be a cost-effective and powerful complement to our own
advertising campaign.

Channel Marketing

     MyTurn.com  will  support  its retail  environment  with a highly  targeted
channel  marketing  effort.  Market  development  funds  will  be  accrued  as a
percentage  of revenues and these funds will be made  available to  MyTurn.com's
major retailers under the MyTurn.com Co-op and Market Development Fund programs.
The funds  will used to support  several  different  programs,  such as point of
purchase displays, merchandising and training support.

     Several  different  "point  of  purchase"  displays  will be  available  to
MyTurn.com's  key accounts.  They  include:  a "flip book" display that provides
valuable consumer information; a "video" display that provides a continuous loop
presentation of the MyTurn.com experience; a "demo unit" display that includes a
product mockup with a self-running  demonstration of the

                                       14

<PAGE>

product itself. Each of these display concepts will be tested during the rollout
phase to  determine  which are best  suited to which  accounts  and thus  enable
MyTurn.com to fine tune its display strategy.

     In-store  merchandising  efforts and training will be employed for building
consumer  awareness.  These  efforts  will  include  store  visits by  outsource
merchandisers  to  install  additional  point  of  purchase  materials,  such as
shelf-talkers,   posters  and   brochures  and  ensure  full   compliance   with
MyTurn.com's  end-cap and display  programs.  In-store  merchandisers  will also
provide front line training to the store personnel.

     Training  will  also be made  available  in the form of  videotapes,  sales
brochures  and  MyTurn.com's  own  extranet.  This  extranet  will make training
materials,   advertising  materials,   quizzes,  promotions  and  other  support
materials  available to our retailers through a password protected web site. All
of these  materials  will be used to enhance the sales  knowledge  of our retail
store  personnel  and  make it easy  for the  retailers  to  develop  their  own
"MyTurn.com approved" marketing activities.

International Strategy

     MyTurn.com  plans  to  expand  into   international   markets  following  a
successful  launch in the United  States.  Home PC  penetration is much lower in
most  other  countries  than in the  United  States.  MyTurn.com  expects  price
elasticity to be even greater in international  markets where disposable  income
is lower.  Also,  while most of the same purchase  criteria  apply like ease-of-
use, price and availability,  the worldwide  ownership of home PC's is far below
that of the U. S. home PC market.

     To  achieve  its  international  business  goals,  MyTurn.com  will  pursue
strategic partnerships to enter markets quickly and efficiently,  while building
a consistent  global brand identity that will exploit  economies of scale but be
locally   implemented.   By  entering  into   strategic   marketing  and  equity
partnerships  with leading  consumer-marketing  companies in each  international
market,  MyTurn.com will be able to select and access  opportunities  to quickly
become a leading  "consumer"  PC globally.  We cannot  assure that we will enter
into these strategic  partnerships  and if we do, we cannot predict if they will
be successful.

     MyTurn.com  will focus initially on three major  geographic  targets in its
international marketing efforts:

o    mature/established  English language  markets with appropriate  parallel
     distribution channels and infrastructure, such as Canada, Australia and the
     United Kingdom,

o    key growth markets,  such as the other western European countries,  Japan
     and Latin American countries, and,

o    emerging and developing markets, such as China and India.

                                       15
<PAGE>


     In order to  prepare  the  software  platform  and  applications  for these
markets,  MyTurn.com  will, in parallel with market  development  and partnering
activities,  engage the services of software and Internet localization outsource
companies  for the European  and Far East  markets.  The  software  localization
efforts are  expected to commence in late fourth  quarter of 2000 with a Spanish
language suite,  including  appropriate  variations for Mexico,  Spain and South
American countries.  In the second quarter of 2001,  MyTurn.com plans to develop
systems for certain  Asian  markets  based on its double byte  character  scheme
feature which is already incorporated in the GEOS operating system.

     As noted, our timing of our foreign  marketing efforts hinge on the success
of the  launch of our  GlobalPC  product in the United  States.  Therefore,  the
timing of  international  operations  could be delayed or suspended if we do not
meet our  domestic  marketing  goals  are not met or are met over a longer  time
period than we anticipate.

Intellectual Property Rights and Licenses

     MyTurn.com's  GlobalPC  system and operating and  application  software are
based on internally developed and owned technology, software licensed from third
parties,  and  enhancements  to certain third party  software which is permitted
under MyTurn.com's licenses for such technology.  MyTurn.com's technology is not
patented, nor has MyTurn.com obtained or applied for, copyright registration for
its  software.   The  configuration  and  specifications  of  our  products  and
integration,  bundling  or  embedding  of the  technology  which  comprises  our
products are protected as a trade secret.

     MyTurn.com  relies  substantially on its Technology  License Agreement with
Geoworks  Corporation  for a  non-transferable  license  for the GEOS  operating
software  embedded in GlobalPC  personal  computer.  This  license is for a term
expiring on December  31, 2004 but may be renewed for at least one year terms on
mutually agreeable terms if MyTurn.com meets certain royalty payment thresholds.
Also,  the  license  for the GEOS  software,  specifically  for use in  personal
computers like the GlobalPC  Device,  will be exclusive to MyTurn.com so long as
MyTurn.com  maintains certain royalty payment and other performance  thresholds.
MyTurn.com  cannot assure it will be able to meet the thresholds and perform its
obligations to obtain and maintain exclusivity or even to keep the license.

     If MyTurn.com loses the license for the GEOS software, it will be unable to
manufacture or sell the GlobalPC Device. If MyTurn.com loses the exclusive right
to use GEOS software in GlobalPC Devices, it could face intense competition from
substantially the same type of products which could contain the GEOS software.

     MyTurn.com also has a non-transferable,  exclusive sublicense from NewDeal,
Inc., also a Geoworks  licensee,  for the GEOS operating  system for use in hard
disk or other  non-solid  state mass storage  devices.  The sublicense  does not
cover certain markets which MyTurn.com  believes will not  meaningfully  compete
with MyTurn.com. The sublicense is for a term expiring on December 31, 2003, but
may  be  renewed  for  successive  one-year  terms  if  certain  conditions  for
exclusivity  are met. The  sublicense  will be  exclusive so long as  MyTurn.com
maintains certain royalty payments and other performance thresholds.  MyTurn.com
cannot  assure  it will

                                       16
<PAGE>

be able to meet the  thresholds  of, and  perform  its  obligations  under,  the
sublicense,  or maintain the exclusivity  of, or even keep the  sublicense.  The
sublicense is also subject to the license between  Geoworks and that third party
being in effect during the term of the  sublicense.  If MyTurn.com were for some
reason to lose the  sublicense,  the roll out of the  GlobalPC  Device  could be
delayed  until  approximately  the end of 2000.  This  estimated  delay would be
related to the time  necessary  to develop a  solid-state  product  which  would
bypass the  NewDeal  sublicense  and rather  fall  under  MyTurn.com's  existing
license directly with Geoworks.

     MyTurn.com requires that every employee and consultant sign an agreement of
non- disclosure and assignment of development  rights.  MyTurn.com  believes the
complexity  and total  technology  integration  of  MyTurn.com's  products  best
protects  its trade  secrets.  MyTurn.com  cannot  assure that the  intellectual
property and contractual  rights on which it relies to protect its  intellectual
property  and  confidential  and  proprietary  information  will provide it with
meaningful protections.

     Additionally, MyTurn.com cannot assure that it will continue to maintain or
renew its existing application software licenses.  In such case,  MyTurn.com may
have to change certain  software  applications  contained in the GlobalPC and in
its  Web-Site.   This  may  adversely   effect  the  competitive   advantage  of
MyTurn.com's products,  which ultimately could have a material adverse effect on
its business and prospects.

OEM Strategy and Business Development

     The primary  hardware  product is designed  to take full  advantage  of the
advances  in  the  Internet  and to  provide  OEM  partners  and  suppliers  the
opportunity  to share in the  downstream  revenue from the  e-commerce  that the
GlobalPC system and the MyTurn.com Web portal is expected to generate.

     A key feature is the  inclusion  of four "hot  button" keys on the GlobalPC
keyboard dedicated to direct Internet access. These keys will be licensed to the
major  e-commerce  players,  and will thus point the new users directly to these
sites. See Item 1 - "Business-Products and Services - Hot Buttons."

OEM Products

     The GlobalPC  product  suite of  MyTurn.com  includes two separate  systems
internally  referred to as the "Classic" and the "Solid-state",  both with a set
of four hard-wired web buttons per system that point to pre-configured web sites
and/or portals,  and the MyTurn.com portal program.  It is expected that a major
share of MyTurn.com  revenue and the ongoing  revenue  stream  potential for OEM
partners  will be generated  through the use of the  hard-wired  buttons and the
MyTurn.com  portal.  See Item 1  "Business-Products  and  Services -  MyTurn.com
Online Services."

                                       17

<PAGE>

OEM Target Customers

     The  scope  of  potential  OEM  customers  for  MyTurn.com  comes  from the
following traditional business sectors:

o        Consumer Electronics.

o        Traditional PC vendors.

o        Cable  TV operators.

o        Set top box/cable providers.

o        Telecommunications companies.

o        Wireless telecommunications companies.

Competition

     MyTurn.com's  portal is not alone in pursuing the large untapped  potential
of U.S.  homes that are not connected to the Internet.  America Online and other
major ISPs have  initiatives  underway to attack this  market.  These  competing
services have two vehicles for expanding their home subscriber base:

o        low cost Windows-based PCs, and

o        Internet appliances.

These  devices  are  competitive  with the  GlobalPC  and  MyTurn.com's  portal.
However,  the market is very  large - as many as 60 million  homes - and for the
reasons  outlined  below,  MyTurn.com  believes  it  has an  attractive  product
offering  for  new  users  and it  will be in the  forefront  of new  subscriber
acquisition.

Low Cost PCs

     In  the  near  term,   MyTurn.com  expects  that  leading  and  established
technology and  telecommunication  companies will primarily acquire customers in
MyTurn.com's  target market through bundling operating and application  software
with low cost PCs.  While  sub-$1000  PCs are  primarily  selling to existing PC
owners who are upgrading, some new market penetration is occurring.

     We  believe  GlobalPC  has four  significant  competitive  advantages  over
traditional PCs in selling to the non-PC household:

o        ease-of-use,

                                       18

<PAGE>

o        price,

o        distribution outlets and

o        reliability.

     The market  targeted  by the  GlobalPC  is mainly  comprised  of very price
sensitive  consumers and price  advantage is a  competitive  edge. A significant
factor driving the GlobalPC price  advantage is that the license fees we pay for
the operating system and any bundled office  applications and the microprocessor
- which  accounts for a  substantial  cost in  manufacturing  and selling  lower
priced personal  computers - is not significant.  In sub- $500 PCs these license
fees tend to be one of the largest  cost-of-goods-sold item. MyTurn.com licenses
the Geoworks GEOS operating system and productivity suite exclusively for use in
personal  computers  like  the  GlobalPC  devices  at  a  relatively  low  cost.
MyTurn.com  has made or  acquired  significant  improvements  to this  operating
system. The performance of the GEOS software as enhanced by MyTurn.com  software
drives the second price advantage. We believe this operating system is much more
efficient  than those of our  competitors,  allowing us to use a less  expensive
microprocessor  and less  random  access  memory  than our  competitors  do, yet
deliver higher  performance to the consumer.  See Item 1  "Business-Intellectual
Property."

     Distribution  is  another  significant  advantage  MyTurn.com  will have in
signing up new subscribers.  The highly competitive PC hardware business has led
to narrow retail margins for over $1000 PCs. The margins are even thinner in the
sub-$500  category.  As a result,  most mass  retailers  are not carrying PCs in
their outlets. For example Wal-Mart only carries PCs in about one-quarter of its
stores.  However,  through the cost advantages  outlined above,  MyTurn.com will
sell its unit to retailers at a cost which will allow the  retailers a much more
meaningful mark- up. See Item 1- "Business-Sales and Distribution Strategy."

Internet Appliances

     While  traditional  PCs  are not in many of the  stores  where  our  target
customer shops, a new class of devices called Internet Appliances might prove to
be more significant  competition.  From WebTV to Internet phones,  manufacturers
and service  providers have a number of initiatives to bring Internet  access to
consumers through a variety of new devices. While MyTurn.com believes that these
devices  will meet with a certain  measure of success,  we believe they will not
significantly  curtail MyTurn.com's success in the market segments MyTurn.com is
targeting.  One of MyTurn.com's  major advantages over traditional PCs - ease of
use - is diminished with this category, but the PC functionality becomes a major
competitive  advantage.  Current Internet appliance designs do not provide local
productivity  software (i.e.  word processor,  spreadsheet,  etc). In homes with
school age children,  productivity software is essential. For example,  students
need to create  papers  and  reports  with the  information  they glean from the
Internet,  including e-mail messages containing file attachments which otherwise
could not be opened or read.

                                       19

<PAGE>

     Internet  appliances  also  have  a  significant  marketing  communications
challenge.  It is difficult and expensive to educate the consumer on an entirely
new device  category.  MyTurn.com is able to leverage nearly 20 years of product
awareness  and pent-up  demand for personal  computers.  Personal  computers and
their benefits are well understood by the target market.

     Finally,  most Internet appliances offer no additional software.  Since the
GlobalPC  can easily run DOS  titles,  MyTurn.com  expects to offer  hundreds of
after-market games and educational titles to its customers over time. This large
library of DOS titles creates incremental  revenue  opportunities for MyTurn.com
and a more compelling value proposition for the consumer.  We cannot predict how
many of DOS  titles  we  will  offer  nor the  timing  as to when  they  will be
available.

General Competitive Factors

     It is important to note that many of our competitors have much greater name
recognition and financial resources than we do. Our product offerings in each of
our product categories are also relatively small compared to the wide variety of
products  offered by many other  Internet  service  providers  and  hardware and
software manufacturers.  There can be no assurance that our business and results
of  operations  will  not  be  affected  materially  by  market  conditions  and
competition in the future.

     Many of the our current  and  potential  competitors  in all of our markets
have longer  operating  histories,  larger  customer  bases,  and  significantly
greater  financial,  marketing,  technical  and  other  resources  than  we  do.
Furthermore,  some of these  competitors enjoy greater brand recognition than we
do.  In  addition,  certain  of our  competition  may be  acquired  by,  receive
investments  from, or enter into,  other commercial  relationships  with larger,
well-established  and  well-financed  companies as use of the Internet and other
online services increases.  We cannot assure you that we will be able to compete
successfully against current and future competitors.

Technical Support

     Initially,  technical  support is being outsourced to an experienced  third
party technical support vendor, National Service Center L.L.C.. NSC was selected
for their vast  experience  supporting  modem products for 3Com and will provide
MyTurn.com with up-to-date systems to manage response times, call loads, problem
and knowledge bases. NSC will provide  technical  support services via telephone
and e-mail,  process product warranty  registrations,  and provide assistance in
maintaining   the  technical   support  area  of  our  portal  with   up-to-date
information. MyTurn.com expects its technical support to be fully operational by
the end of April 2000 to support  the initial  market roll out of the  GlobalPC.
The  MyTurn.com  user  will be able to  access  technical  support  through  the
MyTurn.com  network,  e-mail or a toll free  telephone  number.  It is currently
planned that under the  agreement  with NSC customer  care  technicians  will be
available on a 24 hours/seven  days a week basis.  The agreement with NSC is for
one year with successive  one-year  extensions  unless either party notifies the
other of its intention not to renew the agreement 60 days for the initial or any
renewal  term.  The  agreement  may also by terminated by

                                       21
<PAGE>

NSC during any renewal  term upon 30 days  notice for any reason.  Additionally,
each party may terminate  this  agreement if the other breaches it and it is not
cured as provided in the agreement.  NSC's  compensation  under the agreement is
based on time spent on certain services and volume of certain services.

Operations, Manufacturing and Facilities

     Our underlying  operational strategy is to utilize outsource services where
possible and where it makes  economic and business  sense.  This  variable  cost
strategy allows  MyTurn.com to leverage  specific and  specialized  expertise in
these areas,  and to concentrate  MyTurn.com's  resources on the development and
marketing  of our  products.  MyTurn.com  intends  to utilize  turnkey  contract
manufacturers to source  sub-components and manufacture  finished product to our
specifications.   MyTurn.com  will  provide  overall  production   planning  and
manufacturing  logistical  coordination.  While  MyTurn.com  will  leverage  our
manufacturing  partners' component buying power,  MyTurn.com will also assist in
the procurement of long lead-time and specialty components.

     MyTurn.com intends to partner with existing suppliers of certain peripheral
products who will OEM their existing products to MyTurn.com. These products will
undergo minimal  cosmetic  modifications to MyTurn.com  specifications.  Certain
products,  although packaged under the GlobalPC or brand name, may be co-branded
where it is felt that positive  brand image  transfer will enhance  MyTurn.com's
market position and acceptance.

     MyTurn.com  maintains a central design and development  facility located at
its headquarters in Alameda,  California.  The bulk of system manufacturing will
be handled by manufacturing  partners located in the U.S. as well as partners in
Asia.  MyTurn.com  is currently  negotiating  relationships  with  manufacturing
partners, but no agreements have been reached.

     Our  GlobalPC  product  will  be  manufactured  for  us  by a  third  party
manufacturer  against  purchase  orders,  under  general  terms  of a  36  month
agreement  which  is  renewable  for  additional  one  year  terms  upon  mutual
agreement.  An  initial  purchase  order has been  proposed  for  100,000  units
deliverable  over a 20 week span  commencing in May 2000.  The purchase order is
yet  to  be  accepted  by  the   manufacturer   which  is  a  condition  to  its
effectiveness.  Additionally,  the purchase order is conditioned upon MyTurn.com
obtaining  a  letter  of  credit  of  $100,000,000  by April  25,  2000 on terms
satisfactory to MyTurn.com to secure payment of this and future purchase orders.
No  assurance  can be given  that the  purchase  order will be  accepted  by the
manufacturer such a letter of credit will be available to MyTurn.com on a timely
basis or at all. If such a letter of credit is not obtained,  the purchase order
is null and void.  We believe that if we lose such  manufacturer  for any reason
and have to  secure  another  manufacturer,  which we  believe  will be  readily
available,  to manufacture the GlobalPC Device to our  specifications,  we could
experience  a delay  of  approximately  90 days in  replenishing  inventory.  If
inventory levels are low, this could delay the filling of orders.  This in turn,
could erode  customer and  relationships  and  confidence,  and cause us to lose
customers and orders from customers.

                                       22

<PAGE>

Currently MyTurn.com does not have any orders for the GlobalPC,  although it has
received indications of interest.  MyTurn.com cannot assure these indications of
interest  will  become  orders  or that it will  obtain  orders  from any  other
sources.

Employees and Consultants

     MyTurn.com and its operating  subsidiary currently have 45 employees in the
following departments:  Software Development,  Hardware Development,  Marketing,
Sales, Business Development, Operations, Finance and Administration.

     We believe that our  relationship  with our  employees and  consultants  is
satisfactory.

Certain Risks Relating to the Implementation of MyTurn.com's Business Plan.

     Our  success  is  based on our  ability  to  implement  our  business  plan
described throughout Item 1 - "Business" above.

     As noted in the  "History and Recent  Developments"  section  above,  until
January  1999,  we  were  engaged   primarily  in  the  business  of  designing,
developing,  licensing,  installing and servicing computer  application software
systems for law enforcement and public safety  agencies,  and in January 1999 we
commenced   our   e.TV   Business   of   selling   Internet,   e-commerce,   and
telecommunications  products and services through a referral  network  marketing
system of independent  representatives.  In July, 1999 we sold the public safety
software  business,  closed our network  marketing sales activities and assigned
our rights to receive long  distance  revenues  from UniDial to an  unaffiliated
third party. As also noted above, we are currently  developing and marketing the
GlobalPC  which we expect to roll out in the summer of 2000.  However we have no
operating  history with respect to the  development  and sale of the GlobalPC on
which to base an evaluation of our business and prospects.

     Our  prospects in the business of  developing  and selling the GlobalPC and
related  products  and  services  must be  considered  in  light  of the  risks,
uncertainties,  expenses and difficulties frequently encountered by companies in
their early stages of a new line of business,  particularly companies in new and
rapidly evolving markets such as development and the sale of high technology and
telecommunications  products and  services,  and online  e-commerce.  To address
these risks and uncertainties, we must, among other things:

 o         enhance our brand-name recognition for the GlobalPC,

 o         establish and maintain active business relationships with mass
           merchandise retailers and obtain significant orders from them
           regularly,

 o         implement and execute our business plan and marketing strategy
           successfully,

 o         continue to develop, upgrade and enhance our technology and
           information-processing systems,

                                       22

<PAGE>


 o         maintain current and acquire new licenses for technology from third
           parties,

 o         provide superior customer service,

 o         respond to competitive developments,

 o         protect our intellectual property rights, and

 o        raise  adequate  capital to fund  initial  manufacture  of the
          GlobalPC, to fund marketing activities,  and to hire employees
          and engage consultants.

There can be no assurance  that we will be  successful in  accomplishing  all of
these things,  and the failure to do so could have a material  adverse effect on
our business, results of operations and financial condition.

     Additionally,  we believe that our growth and our  achieving  profitability
will depend in large part on our ability to:

o         gain retailer and user acceptance of the GlobalPC,

o         obtain significant orders from mass merchandise retailers for the
          GlobalPC,

o         establish a market for the GlobalPC and then increase our market
          share, and

o         provide our customers with superior Internet services and on-line
          commerce experiences through the use of the GlobalPC.

Item 2.           Description of Property

     MyTurn.com's executive offices are located at 960 Atlantic Avenue, Alameda,
California where it currently subleases approximately 9,350 square feet of space
from  Geoworks.  The  premises are held  pursuant to a sublease  that expires on
April 30, 2000 and provides for a base monthly rental of approximately  $18,700.
The sublease  provides that  MyTurn.com and Geoworks may renew the sublease on a
month-to-month  basis by mutual agreement,  however  MyTurn.com has signed a new
sublease with TCSI  Corporation for a larger facility and anticipates  moving by
April 15,  2000.  The new  space is  located  at 1080  Marina  Village  Parkway,
Alameda,  California  and includes  18,463 square feet.  The lease term is 4 1/2
years at a base rent of $55,389 per month.

     MyTurn.com also leases 2,258 square feet of administrative  office space at
333 North First Street,  Jacksonville,  Florida. The lease for this office space
is for five years  which  expires in March  2005.  The base annual rent for this
space is $48,766.

                                       23

<PAGE>

     Additionally,  MyTurn.com  is under a lease  agreement  for office space it
previously  occupied in Cedarhurst,  New York.  Although MyTurn.com is no longer
using this space, the lease does not expire until September 30, 2001. MyTurn.com
has sublet the majority of space to an unaffiliated  third party.  The remaining
obligation  to  the  Company  under  this  lease,   including  the   subtenants'
allocation, is $55,534.00.

     MyTurn.com  believes  that its  premises are adequate for its needs for the
foreseeable future.

Item 3.           Legal Proceedings

     None.

Item 4.           Submission of Matters to a Vote of Security Holders

     At MyTurn.com's  annual meeting of  stockholders  held on January 20, 2000,
the stockholders of MyTurn.com

o        elected R.E. (Teddy) Turner, IV and Louis Libin as Class III Directors,

o        approved an  amendment  to the 1996 Stock  Option Plan (the  "Plan") to
         increase  the  number  of  Common  Shares  issuable  under  the Plan to
         10,000,000 Common Shares,

o        approved an amendment to the Certificate of Incorporation to change the
         corporate name to MyTurn.com, Inc.,

o        approved an amendment to the Certificate of Incorporation to increase
         the number of authorized Common Stock to 60,000,000 shares, and

o        approved and ratified the appointment of PricewaterhouseCoopers, LLP as
         MyTurn.com's independent auditors for the year ended December 31, 1999.

         The number of votes with regard to the foregoing was as follows:

o         Election of Directors

<TABLE>
<CAPTION>
                                                              Voted for         Vote Withheld in
Nominee                                                       Election          Vote for Election
-------                                                       --------          -----------------
<S>                                     <C>                     <C>                     <C>

R.E. (Teddy) Turner, IV        Class III Director            4,918,449               27,121
Louis Libin                    Class III Director            4,918,449               27,121
</TABLE>

o        Approval of Amendment  to 1996 Stock Option Plan to Increase  Number of
         Common Shares Issuable Under the Plan.

For: 2,717,154                     Against: 191,340           Abstain:   23,100

                                       24

<PAGE>

o        Approval of Amendment to Certificate of Incorporation to Change
         Corporate Name to MyTurn.com, Inc.

For: 4,912,753                     Against: 5,040             Abstain: 27,777


o        Approval of Amendment to Certificate of Incorporation to Increase
         Number of Authorized Shares of Common Stock to 60,000,000.

For: 4,767,363                     Against: 159,357           Abstain: 18,850


o        Approval and Ratification of PricewaterhouseCoopers  LLP as Independent
         Auditors for the Year Ended December 31, 1999.

For: 4,919,460                     Against: 9,285             Abstain: 16,825


                                       25


<PAGE>

                                     PART II

Item 5.    Market for the Registrant's Common Stock and Related Stockholder
           Matters

Market Information

     Upon completion of the Company's IPO on June 10, 1997, the Company's Common
Shares began trading under the symbol "CODI" on the Nasdaq SmallCap  Market.  On
March 5, 1999,  the Company  changed its symbol to "ETVC." On November 26, 1999,
the Company  changed  its symbol to "MYTN",  and on January 21, 2000 the Company
changed its name to  MyTurn.com,  Inc. See Item 4 - "Submission  of Matters to a
Vote of Security  Holders."  The  following  table sets  forth,  for the periods
indicated,  the range of high and low bid prices of the Company's  Common Shares
as furnished by The Nasdaq Stock  Market,  Inc. The  quotations  set forth below
reflect interdealer prices without retail mark-up,  mark-down or commissions and
may not necessarily represent actual transactions.

1998                                                    High       Low



         First Quarter  .............................$  9.75      $ 5.81
         Second Quarter .............................$ 15.13      $ 4.50
         Third Quarter  .............................$  6.25      $ 1.00
         Fourth Quarter .............................$  6.50      $ 1.13


1999                                                    High       Low

         First Quarter...............................$ 11.19      $ 2.56
         Second Quarter..............................$  7.25      $ 2.06
         Third Quarter.............................. $  5.50      $ 1.94
         Fourth Quarter............................. $  7.00      $ 2.00

     On June 8, 1999,  the  Company's  stock began  trading on the Berlin  Stock
Exchange and the Frankfurt Stock Exchange under the Symbol "CUD".  The following
table  sets  forth,  for the  periods  indicated,  the range of high and low bid
prices of MyTurn.com's shares as furnished by Dow Jones & Company, Inc.

1999                                                    High       Low

         Berlin Stock Exchange
         ---------------------
         Second Quarter (1)..........................$  6.80      $ 4.20
         Third Quarter ..............................$  5.20      $ 2.00
         Fourth Quarter .............................$  7.40      $ 1.90

         Frankfurt Stock Exchange
         ------------------------
         Second Quarter (1) .........................$  6.20      $ 4.20
         Third Quarter...............................$  5.20      $ 2.00
         Fourth Quarter..............................$  7.20      $ 1.80
 -----------
(1)      Commencing on June 8, 1999

                                       26


<PAGE>

Holders

     The Company has been advised by its transfer agent (American Stock Transfer
& Trust Co.) that the approximate  number of record holders of the Common Shares
as of February 29, 2000 was 123.

Dividend Policy

     Holders of the Company's  Common Shares are entitled to dividends  when, as
and if  declared  by the  Board  of  Directors  out of funds  legally  available
therefor.  The Company has not  declared or paid any  dividends  in the past and
does  not  currently  anticipate  declaring  or  paying  any  dividends  in  the
foreseeable  future. The Company intends to retain earnings,  if any, to finance
the  development  and expansion of its business.  Future dividend policy will be
subject to the discretion of the Board of Directors and will be contingent  upon
future   earnings,   if  any,  the  Company's   financial   condition,   capital
requirements,  general business conditions, and other factors.  Therefore, there
can be no assurance that any dividends of any kind will ever be paid.

Recent Sales of Unregistered Securities

     In  addition  to  the  sales  of  unregistered   securities   disclosed  in
MyTurn.com's  Quarterly  Reports on Form 10-QSB for the periods  ended March 31,
June  30  and  September,  1999,  MyTurn.com  sold  the  following  unregistered
securities during the period covered by this report.

     In May 1999  MyTurn.com  issued to Union  Atlantic  LC warrants to purchase
30,000 Common  Shares at an exercise  price of $5.22 per share which vest at the
rate of 5,000 Common Shares per month starting in June 1999 and are  exercisable
for a  three-year  period  expiring on May 31, 2002.  The  warrants  were issued
pursuant to a  consulting  agreement  relating  to  corporate  finance  advisory
services.

     In October 1999, MyTurn.com issued 25,000 Common Shares to Harvey Weinstein
pursuant to a settlement  agreement in  connection  with the action  encaptioned
Rugby National Corp., Harvey Weinstein and Credomaka Corp. v. Compu-DAWN,  Inc.,
--------------------------------------------------------------------------------
Rugby Acquisition Corp. and Mark Honigsfeld.
--------------------------------------------

     In November  1999  MyTurn.com  issued 50,000 Common Shares to its corporate
counsel in connection with services rendered.

     In November 1999,  MyTurn.com issued to eight designees of Joseph Charles &
Associates, Inc. warrants to purchase an aggregate of 60,000 Common Shares at an
exercise  price of $1.50  per  share,  vesting  upon  the date of  issuance  and
exercisable for five years. These warrants were issued pursuant to an investment
banking agreement.

     On December 16, 1999,  MyTurn.com issued 500 Common Shares to a holder of a
Bridge Warrant. The resale of such Common Shares is covered by MyTurn.com's Post
Effective  Amendment No. 1 to  Registration  Statement on Form SB-2 on Form S-3,
which was  declared  effective by the SEC on June 21,  1999.

                                       27

<PAGE>

     In December 1999,  MyTurn.com  issued to Geoworks  Corporation  warrants to
purchase  250,000 Common Shares at an exercise price of $4.50 per share, in cash
or  pursuant  to a net  issue  exercise,  vesting  on the date of  issuance  and
exercisable  for five years.  These  warrants were issued  pursuant to a license
agreement for the GEOS operating  system.  See Item 1 - "Business - Intellectual
Property."

     The above  transactions  were private  transactions  not involving a public
offering and were exempt from the registration  provisions of the Securities Act
pursuant to Section 4(2)  thereof.  MyTurn.com  determined  that the persons who
were issued the above securities were sophisticated investors. Such issuances of
securities  were  without  the  use  of an  underwriter,  and  the  certificates
evidencing  such  securities bear  restrictive  legends  permitting the transfer
thereof only upon  registration  of such  securities or pursuant to an exemption
under the Securities Act.

     In December 1999,  MyTurn.com  issued an aggregate of 740,000 Common Shares
at a price of $1.375 per share to nine persons who  MyTurn.com  determined  were
accredited  investors  within the meaning of Rule 501(a)  promulgated  under the
Securities Act.

     This transaction was a private  transaction not including a public offering
and  was  exempt  from  the  registration  provisions  of  the  Securities  Act.
MyTurn.com  determined  that the investors in this offering were  sophisticated.
This offering was undertaken through  MyTurn.com's  placement agent Hornblower &
Weeks,  Inc. The  certificates  representing  the Common  Shares  issued in this
private placement bear restrictive  legends permitting the transfer thereof only
upon  registration  of such  securities  or pursuant to an  exemption  under the
Securities Act.

Item 6.           Management's Discussion and Analysis or Plan of Operation

     The following management discussion and analysis of MyTurn.com's financial
condition  and  results  of  operations   should  be  read  in  connection  with
MyTurn.com's  Consolidated  Financial Statements and notes thereto,  included in
this Annual Report on Form 10-KSB starting on page F-1.

Introduction

     MyTurn.com  was  incorporated  in the State of New York on March  31,  1983
under the name Coastal Computer  Systems,  Inc. On October 18, 1996,  MyTurn.com
was  reincorporated in the State of Delaware under the name Compu-DAWN,  Inc. In
an effort to more directly  identify the organization  with its new vision,  the
corporate name was changed to MyTurn.com, Inc. on January 21, 2000.

     During the first two quarters of fiscal 1999, MyTurn.com was engaged in two
separate  lines  of  business.  In one,  MyTurn.com  engaged  in the  designing,
developing,  licensing,  installing and servicing of computer  software products
and systems predominantly for public safety and law enforcement agencies. In its
other line of business,  MyTurn.com,  through its wholly owned  subsidiary e.TV,
operated in the Internet,  e-commerce and telecommunications  business marketing
products and services primarily using a  relationship-based,  referral marketing
organization of independent representatives.

                                       28

<PAGE>


     In May 1999,  MyTurn.com  decided  to divest  itself of its  public  safety
software  business.  On July 2,  1999,  MyTurn.com  consummated  the sale of the
public safety software business division to an unaffiliated  third party. In the
transaction,  MyTurn.com  received  $500,000 in cash, and is entitled to receive
quarterly  software royalty payments ranging from 6.25% to 10% from future sales
of  products  containing  MyTurn.com's  technology  or to  former  customers  of
MyTurn.com's public safety software business.  The royalty is based on the funds
actually received by the public safety software business buyer from those orders
it receives  during the five years  subsequent  to the  closing of the sale.  To
date, royalty payments have been inconsequential.

     On June 29, 1999, MyTurn.com discontinued its relationship-based,  referral
marketing operations,  e.TV. This decision was made after MyTurn.com determined,
among other things,  that e.TV would not meet its revenue  projections  in 1999.
Additionally,  it was determined that a substantial  capital infusion would have
been required to sustain the business at current levels and to have been able to
achieve future growth. Even with a substantial  capital infusion,  the growth in
e.TV's revenues would not have been assured in the short or long term.

     In July 1999, MyTurn.com sold its independent  representative  database and
assigned its UniDial Communications,  Inc. ("UniDial") long distance business to
another network marketer of telecommunication products for $250,000 in cash.

     On July 30, 1999 MyTurn.com signed an asset purchase  agreement pursuant to
which  MyTurn.com,  through its wholly owned  subsidiary GPC Acquisition  Corp.,
agreed to acquire substantially all tangible and intangible assets of Global PC,
Inc. of Alameda, California. Global PC, Inc. had developed enhancements to GEOS,
a  simplified,  user  friendly,  low cost  computer  operating  system  owned by
Geoworks,  Inc. The GlobalPC  technology,  the GEOS software and other software,
offers a complete  hardware  and  integrated  software  solution  including  the
operating system and a set of applications such as: an Internet browser,  e-mail
capabilities,  word processing,  spreadsheet  functionality and gaming. The GEOS
operating  software  is to be  embedded  in a low cost  "easy  to use"  GlobalPC
personal computer,  along with the application  software developed by Global PC,
Inc.

     On December 22,  1999,  MyTurn.com  and GPC  Acquisition  Corp.  closed the
Global PC, Inc. asset acquisition. Contemporaneously,  MyTurn.com entered into a
Technology  License Agreement with Geoworks for a  non-transferable  license for
the GEOS operating software embedded in the GlobalPC personal computer. See Item
1 - "Business - Intellectual Property Rights and Licenses."

     MyTurn.com plans to continue to recruit,  train and maintain an experienced
team of  software  and  hardware  engineers  to support the  development  of its
expected GlobalPC  business.  This development team will be largely  responsible
for any future  modifications,  enhancements  and/or  changes  to the  operating
system. The "team" will also focus on the following major areas:

o        ease-of-use,


                                       29


<PAGE>

o        the online service and Internet access,

o        performance, and

o        software integration compatibility.

     In the  near-term,  MyTurn.com  intends to  manufacture a limited number of
GlobalPC Devices to be sold on a direct basis to consumers  through its Internet
site commencing second quarter of 2000.  MyTurn.com's  long-term objective is to
be a sublicensor of the GEOS  operating  system and hardware  reference  designs
with its integrated  suite of productivity  applications to national  brand-name
consumer-oriented hardware manufacturers.  Currently, no such relationship is in
place.  Accordingly,  in order to meet the anticipated first quarter 2000 direct
sales and second  quarter  retail sales demand,  MyTurn.com is  outsourcing  its
manufacturing  efforts on a contract basis to an unaffiliated  third party.  See
Item 1 - "Business - Operations, Manufacturing and Facilities."

     The GlobalPC asset acquisition  provides MyTurn.com with the opportunity to
generate revenue from five key areas:

o        Monthly  online  subscription  fees  -  Internet  subscription  revenue
         bundled with the sale of the GlobalPC appliance.

o        Banner advertising - the sale of advertising.

o        Keyboard  real  estate  "Hot-Buttons"  sales -  MyTurn.com  will have a
         unique  opportunity  to  sell  individual  keys on its  proprietary  PC
         keyboard  to  category  specific  vendors.   These  "Hot-Buttons"  will
         immediately launch the user to that vendor's web site.

o        License  royalties  -  revenue  derived  from  potential  manufacturing
         partners who will manufacture the GlobalPC product on an OEM basis.

o        Residuals  from online  shopping - as a full service  Internet  Service
         provider, MyTurn.com intends to seek residual commissions and overrides
         associated with third-party online e- commerce sales transacted through
         its portal.

o        Aftermarket sales - MyTurn.com  intends to sell comparable  aftermarket
         hardware and software through its portal.

See Item 1 - "Business - Products and Services."

     In consideration  for the assets and the assumption of certain  liabilities
from GlobalPC MyTurn.com has agreed to issue 634,284 shares of common stock, and
Class A Warrants to purchase up to 2,269,284 Common Shares,  Class B Warrants to
purchase up to  1,901,400  Common  Shares and Class C Warrants to purchase up to
383,000  Common  Shares.  All the warrants  have an exercise  price of $2.50 per
share.

                                       30

<PAGE>

     The Class A Warrants are  exercisable  until June 30, 2004 to the extent of
50%, 75% or 100% of the underlying  Common Shares  provided  MyTurn.com  reaches
certain performance milestones. The milestones require that there are 150,000 to
200,000,  200,001 to 250,000,  or 250,001 or more  subscribers  to  MyTurn.com's
Internet  services  who access the Internet  through the  GlobalPC  Device by no
later than March 30, 2002  respectively.  If there are less than 150,000 of such
subscribers by March 30, 2002, the Class A Warrants will not be exercisable  and
shall be automatically canceled.

     The  Class B  Warrants  are  exercisable:  (a) to the  extent of 30% of the
underlying Common Shares during the period commencing 90 days after the issuance
of the Class B Warrant and ending on the day before the fifth anniversary of the
issuance  date  (the  "Expiration  Date"),  (b) to the  extent of 23 1/3% of the
underlying Common Shares from each of the first, second and third anniversary of
the issuance date and ending on the Expiration Date.

     The Class C Warrants are exercisable from the first anniversary of the date
of issuance to the Expiration Date.

     The vesting of the Class A, B and C warrants are  accelerated  in the event
of a change in control of MyTurn.com. A change in control for this purpose is:

o       Any transfer of 50% of MyTurn.com's  outstanding Common Shares or voting
        power except in  connection  with any  acquisition  of Common  Shares by
        certain members of MyTurn.com's management.

o       The approval by MyTurn.com's  stockholders of a merger or  consolidation
        in which the pre-merger or pre-consolidation  stockholders of MyTurn.com
        do not  own  more  than  50% of  the  voting  power  of  the  merged  or
        consolidated entity.

o       The transfer of more than 50% of MyTurn.com's assets.

o       A change in the  composition  of the Board of  Directors  of  MyTurn.com
        where those  persons who were  directors at the  beginning of a calendar
        year and those  persons  elected as directors  during such calendar year
        with the approval of a majority of directors  then still in office cease
        to constitute a majority of the directors.

     Furthermore, notwithstanding the foregoing, the exercise of the warrants is
also  subject to  stockholder  approval  to the extent that the number of Common
Shares  to be  issued  upon  the  exercise  of the  warrants  and  otherwise  in
connection with the transaction are more than 20% of  MyTurn.com's'  outstanding
Common Shares as of December 22, 1999,  unless the exercise of warrants for more
than that number of Common  Shares  would not violate  applicable  Nasdaq  Stock
Market Rules.

                                       31

<PAGE>

Results of Operations

Revenues

     Revenues from continuing  operations,  for the twelve months ended December
31, 1999,  were $233,660  which  consisted  primarily of interest  income in the
amount of $203,155. This compared to revenues of $336,955, for the twelve months
ended  December  31,  1998,  which  consisted  primarily  of interest  income of
$236,271 and consulting fees of $100,000.

Costs and Expenses

     Costs  and  expenses  increased  $7,048,244  for the  twelve  months  ended
December 31,  1999,  from the same period in 1998.  The  increase was  primarily
attributable to the following:

o        an increase in general and administrative costs of $6,951,938 resulting
         from,

                  -        the  inclusion  of only a  half-year  of general  and
                           administrative  expense in the loss from discontinued
                           operations  for 1999 as  compared to  inclusion  of a
                           full year of general  and  administrative  expense in
                           1998,

                  -        a stock bonus of $1,761,550 awarded to officers and
                           directors during 1999,

                  -        the repricing of options previously granted to non-
                           employees resulting in charges of $58,451;

o        an increase in  depreciation  and  amortization  of $111,872  resulting
         primarily from  amortization of goodwill and licenses acquired in 1999,
         in the amounts of $73,630 and $24,188, respectively;

o        an increase in interest expense of $93,574 resulting primarily from a
         loss on investment in the amount of $91,629; and

o        an  increase  in costs  in  excess  of  internet  subscription  fees of
         $116,812  related to the  Internet  e.TV  Business  acquired in January
         1999.

         The consolidated loss from continuing operations, for the twelve months
ended  December  31, 1999,  was  $7,128,995  compared to income from  continuing
operations  of  $22,544  for the  same  period  in  1998.  This is  attributable
primarily to the increase in costs and expenses  from 1998 to 1999, as discussed
above.

     The consolidated loss from discontinued  operations,  for the twelve months
ended  December  31, 1999,  was  $6,792,222  compared to loss from  discontinued
operations of $2,806,096  for the same period in 1998. The increase in loss from
discontinued  operations of $3,986,126 is primarily  attributable to e.TV, which
began  operating  in the  Internet  access,  e-

                                       32

<PAGE>

commerce and  telecommunications  business in January  1999.  Such  discontinued
operations included, among other things:

o        the 1999  issuance  of 75,000  common  shares  valued at $389,063 to an
         unaffiliated  party  in  consideration  of such  party's  agreement  to
         provide certain support and administrative services to e.TV;

o        the write-off of the remaining loan balance of $592,318 from LocalNet
         in connection with the surrender of assets by LocalNet to e.TV, in
         January 1999; and

o        the mutually agreed upon termination of MyTurn.com's  former President,
         Chief Executive Officer and Secretary, Mark Honigsfeld during 1999, Mr.
         Honigsfeld  received  $167,000  in cash and 137,500  shares  (valued at
         $678,125) resulting in a compensation charge of $845,125 in 1999.

Income (Loss)

     For the twelve months ended December 31, 1999,  MyTurn.com  reflected a net
loss of $13,383,485 or a $3.29 loss per basic share as compared to a net loss of
$2,783,552 or a $.95 loss per basic share for the same period in 1998.  Net loss
per  diluted  share  was  $3.29  per share and $.73 per share for 1999 and 1998,
respectively. This increase in losses is primarily the result of the increase in
loss from  discontinued  operations of $3,986,126  and the increase in costs and
expenses of $7,048,244 from 1998 to 1999.

Cash Flows

     For the twelve months ended December 31, 1999, MyTurn.com utilized cash for
continuing  operations  of $2,721,277 as compared to cash provided by operations
of $52,412 in 1998 as a result of  MyTurn.com's  change in business  strategy to
exit certain businesses and focus on fund raising for the GlobalPC acquisition.

     Net cash  used in  discontinued  operations  for the  twelve  months  ended
December 31, 1999 was  $3,312,121  as compared to $1,330,626 in 1998 as a result
of the  inclusion in 1999 of the e.TV business for six months and the effects of
decisions made to exit certain businesses in 1999.

     Cash provided by investing  activities of $1,047,001  for the twelve months
ended December 31, 1999, was primarily the result of proceeds of $1,963,182 from
the sale of  marketable  securities,  and proceeds of $750,000  from the sale of
discontinued  operations,  offset  by  capital  expenditures  of  $124,935  from
discontinued operations and advances of $1,541,246 made to Global PC, Inc. prior
to  MyTurn.com's  acquisition of certain assets of Global PC, Inc. This compares
to cash used in investing  activities of $3,913,517  for the twelve months ended
December  31,  1998 which was  attributable  to the  purchase of  $2,000,000  of
marketable  securities and capital  expenditures of  discontinued  operations of
$1,913,517.


                                       33

<PAGE>

     Cash provided by financing  activities of $3,912,418  for the twelve months
December 31, 1999,  was  primarily  the result of proceeds  from the exercise of
stock options and warrants which aggregated $1,791,484 and proceeds from private
placement of common and preferred stock aggregating $2,177,468. This compares to
cash provided by financing  activities of $4,638,878 for the twelve months ended
December 31, 1998 which was primarily attributable to net proceeds of $4,723,146
from private placements of securities.

Liquidity and Capital Resources

     At December 31, 1999, MyTurn.com had a working capital deficit of $504,199,
a current ratio of (.77):1 and a debt to net worth ratio of .001:1.  At its year
ended December 31, 1998, MyTurn.com had working capital of $5,297,920, a current
ratio of 1:0 and a debt to net worth ratio of 0:1.  The erosion of  MyTurn.com's
working capital is primarily  attributable to losses experienced during the year
related to the  discontinued  operations as well as, the advances made to Global
PC, Inc., prior to MyTurn.com's acquisition of certain assets of Global PC, Inc.

     In October and November 1999,  MyTurn.com  undertook a private placement of
its  Common  Shares  through  its  placement  agent,  Hornblower  & Weeks,  Inc.
("Hornblower").  This offering was for a minimum of 370,000  Common Shares and a
maximum of 2,960,000  Common Shares,  at a price of $1.375 per share.  Investors
are entitled to "piggy-back"  registration rights for Common Shares purchased in
the offering.  Furthermore,  investors  are entitled to an additional  number of
Common  Shares if the five day average  trading  price of the  Company's  Common
Shares prior to the effective date of the  registration  statement  covering the
resale of those  Common  Shares is less than  $1.375 per share (the  "Adjustment
Price").  The number of additional  common shares to which an investor  would be
entitled to in that event would be calculated as follows.  First, the percentage
of the shortfall of the Adjustment  Price per share from $1.375 per share,  with
an  Adjustment  Price floor of $1.00 per share,  is  calculated.  Because of the
Adjustment  Price floor,  the calculated  percentage will be no more than 27.3%.
The shortfall  percentage is then  multiplied by the number of Common Shares the
investor  received in the offering to arrive at the number of additional  shares
he is entitled to.

     In its private offering, MyTurn.com raised gross proceeds of $1,017,500 for
740,000 Common Shares,  and the offering was then terminated by mutual agreement
of MyTurn.com and Hornblower.

     On November 3, 1999,  MyTurn.com  commenced a private  placement  of units,
each  consisting  of 25,000  Common  Shares and  12,500  common  stock  purchase
warrants through its placement agent  Hornblower,  at a price of $2.00 per unit.
Each  warrant is  exercisable  for a period of five years to purchase one common
share at a price of $3.00 per share.  Investors  are  entitled  to  "piggy-back"
registration  rights for Common Shares and underlying the warrants  purchased in
the offering. MyTurn.com raised gross proceeds of $1,350,000 from the sale of 27
units in such offering.

     With  respect  to  each  of  these  offerings,  Hornblower  received  a 10%
commission  and 3%  non-accountable  expense  allowance of the gross proceeds of
these offerings.

                                       34

<PAGE>

     At December 31, 1999, MyTurn.com had stock options outstanding to purchase
4,922,591 Common Shares at exercise prices ranging from $1.00 per share to $6.38
per share,  with  vesting  periods of 1 to 5 years and  having  remaining  lives
ranging from 4 to 7 years.  The number of options  reflected  as granted  during
1999 and the number of options  reflected as outstanding at December 31, 1999 in
the Consolidated  Financial  Statements differ from those reflected here, by the
number of options granted in 1999 to purchase in excess of the 2,000,000  Common
Shares  authorized  for issuance  under the 1996 Stock Option Plan (the "Plan").
Under Generally Accepted Accounting Principles,  the options granted to purchase
Common  Shares in excess of the Plan were not recorded  until  January 20, 2000,
when the  stockholders  approved an increase in the number of shares  authorized
for issuance upon the exercise of options granted under this Plan to 10,000,000.
During  1999,  MyTurn.com  received  $1,485,784  from the exercise of options to
purchase  701,847  Common  Shares.  At  December  31,  1999  options to purchase
1,212,237 Common Shares were fully vested and exercisable.  Although  MyTurn.com
hopes  the  options  will be  exercised,  if the  market  price of  MyTurn.com's
publicly traded Common Shares is less than exercise price of the options,  it is
unlikely  the  options  would  be  exercised.   Even  if  the  market  price  of
MyTurn.com's  publicly  traded stock is above the exercise  price of exercisable
options, there can be no assurance any of the options will be exercised,  and if
any are exercised, MyTurn.com cannot predict the number of options that would be
exercised or when the options would be exercised.

     At December 31, 1999, MyTurn.com had stock purchase warrants outstanding to
purchase 3,666,307 Common Shares at exercise prices ranging from $1.50 per share
to $13.62 per  share,  with  vesting  periods of 24 days to 27 months and having
remaining  lives  ranging from 3 to 5 years.  During 1999,  MyTurn.com  received
$305,700 from the exercise of warrants to purchase  101,900  Common  Shares.  At
December  31,  1999,  warrants to purchase  1,230,007  Common  Shares were fully
vested and  exercisable.  Subsequent  to December  31, 1999,  MyTurn.com  issued
warrants to purchase  1,640,000  Common Shares at exercise  prices  ranging from
$5.00 per share to $20.25 per share. Although MyTurn.com hopes the warrants will
be exercised,  if the market price of MyTurn.com's publicly traded Common Shares
is less than exercise  price of the warrants,  it is unlikely the warrants would
be exercised.  Even if the market price of MyTurn.com's publicly traded stock is
above the exercise  price of vested  warrants,  there can be no assurance any of
the warrants  will be exercised,  and if any are  exercised,  MyTurn.com  cannot
predict  the number of warrants  that would be  exercised  or when the  warrants
would be exercised.

     MyTurn.com  anticipates it will need additional capital in approximately 90
days to  continue  to develop  and  sustain  its  business  at  current  levels.
MyTurn.com believes obtaining  additional funding is essential to the successful
implementation  of both its short-term and long- range business plans,  and this
is one of the focuses of management. MyTurn.com is continuing to explore sources
of capital,  including  debt and equity  investments.  There can be no assurance
that any investor will make a debt or equity investment in MyTurn.com. If future
investments are made,  MyTurn.com  cannot assure that they will be made on terms
as favorable as MyTurn.com  would like nor can  MyTurn.com  predict at this time
the size of such an  investment.  If MyTurn.com  is unable to secure  additional
financing within 90 days, it will not be able to continue to develop its current
business plan. Consequently, MyTurn.com will have to scale back its operations.

                                       35

<PAGE>

     In March 2000,  MyTurn.com  received a financial  commitment  from  Michael
Fuchs, its recently  appointed Chairman of the Board and Interim Chief Executive
Officer to fund working capital  deficits of up to $500,000 per month for the 12
months  beginning  April 2000 if proceeds from  operations or other fund raising
efforts are not sufficient to meet  MyTurn.com's  working  capital  needs.  Fund
raising  opportunities are being explored but no assurance can be given that any
offerings will be undertaken or any agreements to raise capital will be reached.
Additionally,   MyTurn.com   received  a  commitment  from  certain  members  of
management who hold options to purchase up to 3,159,405  Common Shares that they
will exercise  these options on or prior to June 30, 2000.  That exercise  would
generate proceeds of up to approximately $8,100,000.

     See Note 15 "Subsequent  Events" to the Consolidated  Financial  Statements
about a discussion of a non-cash stock  compensation  charge that  MyTurn.com is
required to  recognize  pursuant to  generally  accepted  accounting  principles
relating to certain stock options granted in 19999 under MyTurn.com's 1996 Stock
Options Plan.  MyTurn.com will recognize the non-cash stock compensation  charge
of  approximately  $85,000,000  commencing  in the  first  quarter  of 2000  and
extending  over the vesting  period of those  options.  This  non-cash  earnings
charge will not impact MyTurn.com's cash flow or net stockholders' equity.

Year 2000 Issues

     The Year 2000  ("Y2K")  problem is the result of  computer  programs  being
written using two digits (rather than four) to define the  applicable  year. Any
of MyTurn.com's programs that have time-sensitive  software may recognize a date
using "00" as the year 1900  rather than the year 2000,  which  could  result in
miscalculations  or system  failures.  MyTurn.com  instituted  a Y2K  compliance
program, the objective of which was to determine and assess the risks of the Y2K
issue,  and plan and  institute  mitigating  actions to  minimize  those  risks.
MyTurn.com's  standard for compliance  requires  that, for a computer  system or
business  process to be Y2K  compliant,  it must be designed to operate  without
error  in date and  date-related  data.  MyTurn.com  believes  it is  fully  Y2K
compliant with respect to all significant business systems.

     MyTurn.com's Y2K plan consisted of four phases:

o        assessment and analysis of "mission critical" systems and equipment;

o        remediation of systems and equipment,  through  strategies that include
         the  enhancement  of new and  existing  systems,  upgrades to operating
         systems already covered by maintenance  agreements and modifications to
         existing systems;

o        testing of systems and equipment; and

o        contingency  planning which will address possible adverse scenarios and
         the potential  financial impact to MyTurn.com's  results of operations,
         liquidity or financial position.

All four phases of MyTurn.com's  Y2K plan have been  implemented,  and, to date,
MyTurn.com has not experienced any Y2K problems. However, management believes it
is prudent to maintain its  contingency  plans in the event any problems  should
arise in the future.

Contingency Plans

     MyTurn.com's  management developed a "worst-case  scenario" with respect to
Y2K non-  compliance and to develop  contingency  plans designed to minimize the
effects of such scenario.  Although MyTurn.com believes that it is very unlikely
that any of these worst-case  scenarios will occur,  contingency plans have been
developed and address both IT system and non-IT system

                                       36
<PAGE>

failure.

     If suppliers of services that are critical to MyTurn.com's  operations were
to experience  business  disruptions as a result of their lack of Y2K readiness,
their  problems could have a material  adverse effect on the financial  position
and results of operations of MyTurn.com. Although MyTurn.com has not experienced
any Y2K problems of any  suppliers.  However,  due to the change in focus of its
business  at  the  end of  1999,  MyTurn.com's  suppliers  are  changing  and no
assurance  can be  given  that  MyTurn.com's  suppliers  will  not  have any Y2K
problems.  The impact of a failure of readiness by critical  suppliers cannot be
estimated  with  confidence,  and the  effectiveness  of  contingency  plans  to
mitigate the effect of any such failure is largely  untested.  Management cannot
provide  an  assurance  that there will be no  material  adverse  effects to the
financial  condition or results of  operations  of MyTurn.com as a result of Y2K
issues. The statement  contained under the "Year 2000 issues" heading is subject
to protection under the Year 2000 Information and Readiness Disclosure Act.

Forward Looking Statements

     Except for historical  information  contained herein, the matters set forth
above  contain  forward  looking  statements  that  involve  certain  risks  and
uncertainties  that  could  cause  actual  results  to differ  from those in the
forward  looking  statements.  Potential  risks and  uncertainties  include such
factors set forth on page 1 of this Annual Report on Form 10-KSB under  "Forward
Looking Statements."

Item 7.        Financial Statements

     The audited financial  statements of MyTurn.com as at December 31, 1999 and
1998 and for the years then ended are  included  in this  Annual  Report on Form
10-KSB following Item 13 hereof.

Item 8.        Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure

     The disclosure called for by this Item was previously reported in a Current
Report on Form 8-K filed with the SEC on October 18, 1999.


                                       37

<PAGE>

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers.

     The names and ages of, and the positions  held by, the  executive  officers
and directors of MyTurn.com are set forth below.

<TABLE>
<CAPTION>
                                                                                        Class of
Name                                  Age      Positions Held                         Directorship
<S>                                     <C>       <C>                                      <C>

Michael Fuchs                         54       Chairman of the Board,
                                               Interim Chief Executive Officer
                                               and Director                               II

Rudy C. Theale, Jr.                   25       Vice Chairman of the Board and
                                               Director                                   II

Robert E. (Teddy) Turner, IV          36       Director                                   III

Mark Bradlee                          50       Director                                   I

Brian Dougherty                       43       Director                                   I

Joseph Antonini                       58       Director                                   III

Jeffrey Coats                         42       Director                                   III

Harold Lazarus, Ph.D.                 72       Director                                   II

Christopher Liston                    39       Director                                   I

Paul Danner                           42       Executive Vice President,
                                               Office of the President                     -

David Greenspan                       34       Chief Financial Officer,                    -
                                               Treasurer and Secretary

Mike Nelson                           53       Chief Marketing Officer                     -

Denis Squeri                          41       Vice President, Corporate                   -
                                               Communications

Bob Lyells                            47       Vice President Manufacturing                -

Don Reeves                            32       Vice President Software Development         -

Dave Durran                           39       Vice President Hardware Development         -

</TABLE>


                                       38


<PAGE>

Michael Fuchs

     Michael  Fuchs has served as a director of  MyTurn.com  since January 2000.
Since  November  1995,  Mr. Fuchs has been an investor  and a consultant  in the
media business.  Mr. Fuchs was Chairman and Chief Executive  Officer of Home Box
Office,  a division of TimeWarner  Entertainment  Company,  LP from October 1984
until November 1995,  and Chairman and Chief  Executive  Officer of Warner Music
Group, a division of TimeWarner, Inc., from May 1995 to November 1995. Mr. Fuchs
is Chairman of Autobytel.com,  Inc. and he also has served as a Director of Wink
Communications  Inc.  since June 1998.  Mr.  Fuchs  holds a BA Degree from Union
College and a JD Degree from the New York University School of Law.

Rudy C. Theale, Jr.

     Mr.  Theale was named Vice  Chairman of the Board of MyTurn.com on April 4,
2000.  He served as Executive  Vice  President of  MyTurn.com  from January 1999
until November 19, 1999,  when he was elected  President.  He held that position
until  April 4,  2000.  He also  served  as the Vice  Chairman  of the  Board of
MyTurn.com  from June 8, 1999 until July 27, 1999,  and has served as a director
since  March 21,  1999.  Mr.  Theale has served as  President  and a director of
LocalNet  since April 1997,  where he was  primarily  responsible  for sales and
marketing efforts, and the general oversight of daily operations.  From February
1996 until  January 1997,  Mr. Theale served as President of SDI, Inc.  where he
was  primarily  responsible  for sales and  marketing  management as well as the
general  oversight of daily  operations.  At age seventeen  Mr.  Theale  founded
ReCom, a cellular phone refurbishing company,  which grew to $3 million in sales
the  first  two  years.  Afterwards,  he formed  SmartPhone  America,  a prepaid
cellular  business,  which  achieved  sales of more  than $12  million  in 1996.
SmartPhone was a pioneer in providing  cellular  telephone service to the market
segment that was unable to meet stringent credit  requirements of early cellular
providers.

Robert E. (Teddy) Turner, IV

     Mr.  Turner joined  MyTurn.com in January 1999 as Chairman of the Board,  a
position in which he served until  January 4, 2000. He was elected as a director
of  MyTurn.com  in March  1999.  Mr.  Turner  served as  MyTurn.com's  principal
executive  officer from May 1999 until  November  1999.  Mr.  Turner served from
December  1997 until  September  1998 as Chairman of the Board and President of,
Zekko Corp. ("Zekko").  Zekko operated  predominantly in the areas of technology
acquisition,  development and marketing.  From October 1996 until December 1997,
Mr. Turner served as the President of Turner Telecommunication,  an organization
which  concentrated  in the  acquisition  and  development of  telecommunication
products.  Mr.  Turner  specialized  in the  research  and analysis of potential
telecommunication  product acquisitions.  From June 1993 until October 1996, Mr.
Turner was a manager  with  Turner  Home  Entertainment,  a domestic  home video
company where he was  responsible for the  Southeastern  United States sales and
promotional  divisions.  Mr. Turner has been a director of All Seasons Vehicles,
Inc., a publicly traded manufacturer of track driven all season vehicles,  since
April  1997,  and  Chairman  of the Board of U.S.  Bison  Co.,  LLC an  Atlanta,
Georgia-based bison products marketing company. Mr. Turner sits on the Boards of
several foundations including

                                       39

<PAGE>

The Turner Foundation,  Inc., Jane Smith Turner Foundation,  the Georgia Chapter
of  Juvenile  Diabetes  Foundation,  the North  Florida  Chapter  of the  Nature
Conservancy and the City of  Jacksonville  Commission on Television and Film. He
also sits on the Board of Trustees of St. Mary's College of Maryland. Mr. Turner
holds a Bachelor of Science Degree in Business Administration from The Citadel.

Mark Bradlee

     Mr. Bradlee became a director and the Executive Vice President - World-Wide
Sales and Business Development of MyTurn.com in December 1999. Mr. Bradlee was a
founder of Global PC, Inc. and has served as the President  and Chief  Executive
Officer of Global PC,  Inc.  since April of 1998,  the time of Global PC,  Inc's
inception.  From  October  of 1992 to  October  of  1997,  Mr.  Bradlee  was the
Executive Vice-president of YES! Entertainment,  a toy manufacturer. In or about
June, 1999, a bankruptcy petition was filed with respect to YES!  Entertainment.
In his 28 year career he also, among other things,  managed the launch and sales
of Nintendo  from 1985 to 1987 and managed  Atari's  video game  business in the
U.S. in 1981.  Mr.  Bradlee holds a Bachelor's  Degree in Marketing  from Boston
College.

Brian Dougherty

     Mr.  Dougherty  became a director  of  MyTurn.com  in January  2000.  Since
January  1997  until  presently,  Mr.  Dougherty  has been  Chairman  and  Chief
Technology Officer of Wink  Communications  ("Wink") publicly traded interactive
television  software designer and provider of interactive  television  services.
From October of 1994 until January of 1997, Mr. Dougherty was Chairman and Chief
Executive  Officer of Wink. Mr.  Dougherty was one of the founders of Global PC,
Inc. and has been Global PC, Inc.'s Chairman and Chief Technology Officer.

Joseph Antonini

     Mr. Antonini's  successful career began in 1964 as a management  trainee in
the stockroom of a Pennsylvania  Kmart store from where he  successfully  worked
his way up to be named Chairman & CEO of Kmart Corporation,  the nation's second
largest  retailer.  Mr.  Antonini is credited with  expanding the company into a
global retailer and diversifying into other retail  businesses.  During his time
as  Chairman  of Kmart,  Mr.  Antonini's  accomplishments  included  updating 70
percent of the 2,350  stores,  introducing  the  prototype  Super  Kmart  Center
concept, and opening new markets in Alaska,  Hawaii, Long Island, New York City,
Guam and the Caribbean.  Mr. Antonini is credited with engineering the expansion
and growth of Kmart Specialty Division, the largest multi-specialty group in the
world.   Consisting  of  Sports   Authority,   Office  Max,   Builders   Square,
Borders/Walden Book Group, Warehouse Clubs and drug stores, this group generated
annual  revenues of more than $24 billion.  During his tenure as Chairman & CEO,
Mr. Antonini set company records for net profit of $941 million and market value
of $13 billion.  With an understanding of the mass markets,  Mr. Antonini helped
establish  successful  branding programs with names such as Jaclyn Smith, Martha
Stewart, Kathy Ireland, Fuzzy Zoeller and the Andretti Racing Team. He currently
serves as a Director of American Speedy  Printing,  Shell Oil Company,  Ziebart,
Inc. and Andretti Wine Group Ltd. and previously served on numerous other boards
including  NBD  Bank  and  Chrysler  Corporation.  He  prides  himself  with his
dedication to community  service and  volunteerism as displayed by the long list

                                       40

<PAGE>

of Antonini beneficiaries which include the Michigan Cancer Foundation, Boys and
Girls Club of Michigan,  Leukemia Society of America and United Way, and others.
He has received numerous awards including induction into the prestigious Horatio
Alger  Association of  Distinguished  Americans  along with Oprah  Winfrey.  Mr.
Antonini holds Honorary  Degrees from Detroit College of Law,  Central  Michigan
College and Kent College.  Mr. Antonini, a graduate of West Virginia University,
received the most Distinguished Alumni Award from his Alma Mater.

Jeffrey H. Coats

     Jeffrey  H. Coats has served as a Director  of  MyTurn.com  since  April 4,
2000.  Since July 1999, Mr. Coats has served as a Founder and Managing  Director
of the T. H. Lee,  Putnam Internet Fund. From April 1996 to July 1999, Mr. Coats
served as Managing  Director of the GE Capital  Equity  Capital  Group,  Inc., a
wholly owned subsidiary of General Electric Capital Corporation.  From September
1991 to April  1993,  Mr.  Coats  was also a  Managing  Director  of GE  Capital
Corporate  Finance Group,  Inc., a wholly owned  subsidiary of General  Electric
Capital  Corporation.  From  February  1994 to April 1996,  Mr.  Coats served as
President of Maverick Capital Equity Partners, LLC, and from May 1993 to January
1994,  Mr. Coats was a Managing  Director with Veritas  Capital,  Inc.,  both of
which  are  investment  firms.  Mr.  Coats is the  Chairman  of the Board of the
Hastings Group,  Inc., which filed for Chapter 11 bankruptcy in October 1995 and
confirmed a plan of  liquidation  in December  1997.  Mr. Coats is a director of
Krause's Furniture, Inc., autobytel.com, Inc., The Museum Company, Inc. and Wink
Communications,  Inc. Mr. Coats holds a B.B.A. in Finance from the University of
Georgia and an M.A. in  International  Management  in Finance  from the American
Graduate School of International Management.

Harold Lazarus, Ph.D

     Dr. Lazarus joined  MyTurn.com as a director in March 1997. He is presently
the Mel Weitz  Distinguished  Professor of Management at the Hofstra  University
Frank G. Zarb School of Business (the  "Hofstra  Business  School")  since 1980.
From 1973 to 1980, Dr. Lazarus  served as Dean of the Hofstra  Business  School.
Dr. Lazarus is an  organization  development  consultant who lectures in Europe,
Asia,  North America and South America on  leadership,  time  management,  total
quality  management,  managing  change,  effective  meetings,  problem  solving,
decision   making,   mission   statements,   management   by   objectives,   and
communications.  Dr.  Lazarus  was  Professor  of  Management  at the  New  York
University Leonard N. Stern School of Business for ten years, and he also taught
at  Columbia  University  Graduate  School of Business  and  Harvard  University
Business School. Dr. Lazarus has served on several boards of directors of public
companies in the past, including Ideal Toy Corporation,  Superior Uniform Group,
Inc.,  Facelifters Home Systems,  Inc., Stage II Apparel  Corporation,  Diplomat
Electronics  Corporation and Graham-Field Health Products,  Inc. Dr. Lazarus has
published seven books and 65 articles on business management. He also chairs the
board of Phi Beta Kappa Alumni of Long Island (New York). Dr. Lazarus received a
Masters of Science  Degree and a Doctor of Philosophy  Degree in Management  and
Marketing from Columbia  University's  Graduate School of Business.

                                       41

<PAGE>

Christopher Liston

     Mr.  Liston was  elected a  director  of  MyTurn.com  in March  1999.  From
December  1998  until  July  27,  1999  he  was  the  Vice  President,  Business
Development of LocalNet.  From May 1993 to September 1998, Mr. Liston was a Vice
President of Osprey Capital,  Inc., an investment  banking  company.  Mr. Liston
received a Bachelor  of Arts  Degree in  Political  Science  from the College of
Charleston in South Carolina.

Paul Danner

     Paul  Danner  served as  President  of  MyTurn.com  from  June,  1999 until
November 19, 1999 and Chief  Executive  Officer from  November  1999 to April 4,
2000 He is currently  Executive Vice  President,  Office of the President.  From
January 1999 until June 1999,  Mr. Danner served as Chief  Operating  Officer of
e.TV Commerce,  Inc., MyTurn.com's referral network marketing subsidiary,  which
ceased  operations in July 1999,  and from  September  1998 until  December 1998
served in the same  position for LocalNet.  In this position he was  responsible
for the oversight and direction of, among other things, LocalNet's network sales
operations,  supervising approximately 30 employees. From December of 1997 until
August of 1998,  Mr. Danner was the Vice  President - Operations of Zekko Corp.,
which operated predominantly in the areas of technology acquisition, development
and  marketing,  and  supervised  the  research  and  development,  finance  and
operations staff. From April 1997 to December 1997, he was the sole principal of
Technology Ventures, Inc., a provider of strategic planning, financial and other
consulting services. From 1991 to 1996, Mr. Danner was Vice president of Command
Communications, Inc., a designer, manufacturer and distributor of communications
products.  After earning a BS Degree from Colorado State University in 1979, Mr.
Danner  went on to serve with the United  States  Navy  flying the F-14  Tomcat.
Following  separation from active duty, Mr. Danner  completed the MBA program at
Old Dominion University. He also currently serves with the Naval Reserves and is
presently assigned to the Naval Air Warfare Center in Orlando, Florida.

David Greenspan

     Mr.  Greenspan has served as Chief  Financial  Officer of Compu-DAWN  since
December  1998. He was elected  Secretary and Treasurer of Compu-DAWN on May 17,
1999.  From December 1997 until  February 1999,  Mr.  Greenspan  served as Chief
Financial Officer and a director of LocalNet.  From March 1997 to December 1997,
Mr. Greenspan served as the Chief Operating Officer of PGA Tour Radio Network, a
national sport broadcasting company based in Atlanta,  Georgia. From August 1996
to March  1997,  he was the Vice  President,  Business  Affairs of Turner  Media
Consultants, a broadcast consulting company. From March 1994 to August 1996, Mr.
Greenspan  served as a project  manager for Atlanta Olympic  Broadcasting,  with
responsibility for planning and coordinating all television and radio operations
for the 1996 Summer Olympic  games.  Mr.  Greenspan  holds a Bachelor of Science
Degree in Accounting from Troy State University in Alabama.

                                       42

<PAGE>


Mike Nelson

     Mr. Nelson joined  MyTurn.com as its Chief Marketing Officer in March 2000.
From  March 1996 to June 1999 he worked  for GTE  Corporation  where he held the
position of Chief  Marketing  Officer for GTE Satellite  Entertainment  and Vice
President  Marketing  for  GTE  Interactive  Media.  While  there  his  Internet
marketing strategy increased product-driven Web site traffic from 63,000 to over
1,000,000  visitors per month.  Before that, from June 1993 to February 1996, he
was the Chief Operating Officer of Velocity,  Inc. Prior to this position,  from
June 1990 to March 1993,  Mr.  Nelson was Chief  Operating  Officer for Spectrum
Holobyte,  Inc. where he introduced 23 new products including Tetris, Falcon and
Star Trek with revenues  eventually  exceeding $250 million.  During his career,
Mr. Nelson has developed  and  introduced  over 30  interactive  software  brand
lines,  ten major  packaged  goods  brands  including  Clorox II, and launched a
satellite  television  service from DirecTV.  His unique combination of packaged
goods brand building, technology innovations and Internet strategy experience is
a valuable new addition.  Mr. Nelson holds an MBA degree from the  University of
California at Berkely.

Denis Squeri

     Mr. Squeri joined  MyTurn.com in December 1999 and serves as Vice President
Corporate Communications. From September 1998 to December 1999 he served as Vice
President  Sales of Global PC, Inc.  From  January  1998 to  September  1998 Mr.
Squeri served as Vice President,  Worldwide Sales for Quantum3D, where he played
a key role in  establishing  Quantum3D as the premier  graphics board  supplier.
Previously,  from October  1995 to January 1998 Mr.  Squeri held the position of
Vice  President  of  Sales  and  Marketing  for  MySoftware  Company,  where  he
established a major presence at retail and  ultimately  helped guide the company
into the Internet  service  sector.  Between July 1990 and March 1995 Mr. Squeri
was the Vice  President  Sales and  Marketing of Complete PC.  During his career
before  that he was Vice  President  of Sales  and  Marketing  for The  Learning
Company, establishing them as the leading children's software company and helped
pioneer the use of  consumer  marketing  models in the  software  industry.  Mr.
Squeri headed the division of Worlds of Wonder where he was  responsible for the
launch of the Nintendo Entertainment System and its rise to #1 in the video game
industry  with an 85% market share and $1.5 billion in sales in its second year.
He graduated  from the  University  of California at Berkeley with a Bachelor of
Arts Degree.

Robert Lyells

     Bob  Lyells  joined  MyTurn.com  in  March  2000 as its  Vice  President  -
Manufacturing.  From  December  1997 to March  2000 he was the  Senior  Director
Product  Assurance and  Technology  Center of 3D Systems,  Inc. At 3D Systems he
played  a  leadership   roll  in  reducing  field  repairs  by  70%,   improving
manufacturing  yields to all time  record  levels and  leading  the  efforts for
Design for  Manufacturability.  Inc. From October 1994 to December 1997 he was a
principal of Quality Systems,  a quality assurance  consulting  company.  Before
that he had over 11 years of quality and manufacturing  management experience in
other  high-technology  companies  such as Amdahl  Corp.,  Hewlett  Packard Co.,
Harris Corp.,  Apple Computer,  Quantum Corp.,  Micropolis Corp., and Maxtor. He
was a key member of the Quantum

                                       43

<PAGE>

manufacturing  management  team  that  brought  the first  volume  manufacturing
facility online in Japan. At Micropolis  Corp., he was responsible for improving
the  manufacturing  yields from 76% to over 95% in less than 7 weeks. Mr. Lyells
also  ran  a  successful  consulting  practice  that  focused  on  Supply  Chain
Management, Design for Manufacturability,  Process Control and Yield Improvement
programs.  His  consulting  practice  had clients  that ranged from  Fortune 100
corporations  to start-up  companies.  Mr. Lyells earned his Bachelor of Science
Degree in Physics from Illinois Institute of Technology.

Donald Reeves

     Don Reeves joined  MyTurn.com in December 1999 and serves as Vice President
Software  Development.  From  August  1998 to  December  1999 he  served as Vice
President Software  Engineering for Global PC, Inc. Prior to that, from December
1990 to August 1998 he served as Vice  President  of  Engineering  at  Geoworks.
There he was  responsible  for software  development  at  Geoworks'  four Design
Centers, overseeing the development of all Geoworks' operating systems, wireless
data  service,  and  device  products.  Previously  he  worked  as  Director  of
Engineering at Geoworks'  Alameda Design  Center,  which included  managing both
Wireless  Content and Services and GEOS  Operating  System product  groups.  Mr.
Reeves  participated  in  software  design and  implementation  for  several key
Geoworks  projects,  including  the Casio Z- 7000  Personal  Digital  Assistant,
Geoworks' first handheld  device.  Mr. Reeves also  contributed to GEOS versions
1.0 and 2.0, and managed the GEOS 2.1 and 3.0  operating  system  releases.  Mr.
Reeves  obtained a Bachelor of Sciences  Degree in  Electrical  Engineering  and
Computer Science from the University of California at Berkely.

David Durran

     David  Durran  joined  MyTurn.com  in  December  1999  and  serves  as Vice
President  Hardware  Development.  From July 1998 to December  1999 he served as
Vice  President  Hardware  Engineering  for Global  PC,  Inc.  Mr.  Durran was a
Co-Founder  of  Geoworks,  and served as Hardware  Architect  there from 1983 to
1998. As Hardware  Architect,  Mr. Durran worked as the liaison  between the key
hardware  suppliers to the smart-phone  market,  Geoworks software design teams,
and Geoworks  customers,  such as Nokia and Ericsson,  developing  the platforms
that  served as the basis for each  product.  Mr.  Durran also served as Program
Manager for Enhanced Phones at Geoworks. He was responsible for the introduction
of a new  software  product  for  wireless  mobile  hardware.  Past  projects at
Geoworks also include:  designing the printing system for GEOS (PC,  Apple,  and
Commodore  versions),  designing in circuit  development systems and peripherals
for  Commodore  and  Apple,  and  designing  a mobile  computer/game  system for
airliners. In 1981, Mr. Durran was a Co-Founder and Designer at Imagic, where he
designed   the   development   systems  used  to  create  video  games  for  the
Intellivision console, and designed system software for the video games. Between
1978, and 1981, he worked at Mattel,  where he was involved in the design of the
Intellivision game and peripheral hardware.

     MyTurn.com's  Certificate  of  Incorporation  provides for three classes of
directors,  each having a three year term.  Each director will hold office until
the next annual meeting of stockholders during the year in which the term of his
class of directorship  expires and until his

                                       44

<PAGE>

successor is elected and qualified. The terms of the Class I, Class II and Class
III directorships expire at MyTurn.com's annual meetings in 2002, 2001 and 2000,
respectively.  Executive  officers  serve  at  the  pleasure  of  the  Board  of
Directors.

     There  is no  family  relationship  among  any  of  MyTurn.com's  executive
officers and directors.

Section 16(a)   Beneficial Ownership Reporting Compliance

     Section 16 of the  Securities  Exchange Act of 1934,  as amended  ("Section
16"), requires that reports of beneficial ownership of capital stock and changes
in such  ownership be filed with the  Securities  and Exchange  Commission  (the
"SEC") by Section 16 "reporting persons," including directors, certain officers,
holders of more than 10% of the outstanding  Common Shares and certain trusts of
which reporting persons are trustees. MyTurn.com is required to disclose in this
Annual Report on Form 10-KSB each reporting  person whom it knows to have failed
to file any  required  reports  under  Section 16 on a timely  basis  during the
fiscal year ended December 31, 1999.

     To MyTurn.com's knowledge, based solely on a review of copies of Forms 3, 4
and 5 furnished  to it and written  representations  that no other  reports were
required, during the fiscal year ended December 31, 1999, MyTurn.com's officers,
directors  and  10%   stockholders   complied  with  all  Section  16(a)  filing
requirements  applicable  to them except that Mr. Turner filed his Form 3, which
was due on January  18th,  one day late;  Mr. Theale filed his Form 3, which was
due January 18th,  four days late;  Mr.  Bradlee filed his Form 3, which was due
January  13th,  one  day  late;  Mr.  Turner  filed  a  Form  4  (reporting  two
transactions) for March 1999 two days late; Mr. Theale filed a Form 4 (reporting
four  transactions)  for  October  1999 30 days late;  Mr.  Libin filed a Form 5
(reporting a transaction  in 1999) 44 days late;  and Dr. Lazarus filed a Form 4
(reporting one transaction) for December 1999 one day late.

Item 10.          Executive Compensation

     The  following  table  provides  summary  information  concerning  cash and
certain other  compensation  paid or accrued by MyTurn.com  to, or on behalf of,
Mr. Danner, MyTurn.com's former Chief Executive Officer, Mr. Turner, a member of
the Board of Directors and MyTurn.com's  former Chairman of the Board and former
Chief Executive Officer,  Mark Honigsfeld,  MyTurn.com's  former Chief Executive
Officer and former  President,  Mr. Theale,  a member of the Board of Directors,
MyTurn.com's Vice Chairman of the Board and MyTurn.com's  former President,  Mr.
Liston,  a member of the Board of Directors  and the  Company's  Vice  President
Investor  Relations,  Mr.Greenspan,  MyTurn.com's Chief Financial  Officer,  and
Louis Libin, MyTurn.com's former Chief Technology Officer, during the last three
fiscal years. No other executive officer of MyTurn.com had a combined salary and
bonus in excess of $100,000 for the year ended December 31, 1999.

                                       45
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE


                                Annual Compensation                   Long-Term Compensation
                                                                       Awards            Payouts

                                                      Other Annual  Restricted Stock     Securities        LTIP    All Other
    Name and            Year    Salary       Bonus     Compensation     Award(s)       Underlying Options  Payout  Compensation
Principal Position
<S>                     <C>        <C>        <C>         <C>              <C>           <C>                 <C>        <C>

Robert E. Turner(1)     1999    $140,500   478,125(6)       -              -              861,575            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -          -

Paul Danner             1999    $143,884   255,000(6)       -              -              660,000            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -          -

Rucy C. Theale(3)       1999    $178,000   478,125(6)       -              -            1,803,000            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -

David Greenspan         1999    $100,753       -            -              -              275,000            -          -
Chief Financial Officer 1998        -          -            -              -                 -               -          -
Treasurer and Secretary 1997        -          -            -              -                 -               -

Louis Libin(4)          1999    $102,580   63,750(6)        -              -              489,600            -          -
                        1998    $223,699       -            -              -               65,000(7)         -          -
                        1997    $178,651       -            -              -              100,000            -          -

Christopher Liston
VP Investor Relations   1999    $102,753  223,125(6)        -              -              384,030            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -          -

Mark Honigsfeld(5)      1999    $ 98,880       -            -              -              200,000            -
                        1998    $251,847       -            -              -              125,000            -
                        1997    $250,000       -            -              -              100,000            -

</TABLE>
--------------------

(1)  Mr. Turner acted as MyTurn.com's  principal  executive officer from May
     1999 until Mr.  Danner was elected as Chief  Executive  Officer in November
     1999.

(2)  Mr. Danner served as MyTurn.com's Chief Executive Officer from November
     1999 to April 2000 when Michael Fuchs was elected  Interim Chief  Executive
     Officer.

(3)  Mr. Theale served as Executive  Vice President from January to November
     1999,  President  from November 1999 to April 2000 and Vice Chairman of the
     Board from June 8 to July 27, 1999,  which position he was re-elected to in
     April 2000.

(4)  Mr. Libin served as Chief Technology  Officer and Senior Executive Vice
     President from January 1997 and January 1999  respectively  to July 31,
     1999.

(5)  Mr.  Honigsfeld  was elected Chief  Executive  Officer as of October 1,
     1996, served as Chairman of the Board from August 1996 until January 8,
     1999,  and as President  from  January 8, 1999 until May 11, 1999.  Mr.
     Honigsfeld  and  MyTurn.com   mutually   terminated   their  employment
     relationship by agreement dated May 11, 1999.

(6)  Bonus was paid in Common Shares valued at $6.375 per share  pursuant to
     MyTurn.com's

                                       46

<PAGE>

1999 Bonus Pool Plan.  Pursuant to the 1999 Bonus Pool Plan the following  named
executives were awarded the following number of Common Shares:

                                           Number of
         Name                           Common Shares
         ----                           -------------

         Robert E. Turner                  75,000
         Paul Danner                       40,000
         Rudy C. Theale                    75,000
         David Greenspan                   32,000
         Louis Libin                       10,000
         Christopher Liston                35,000

     MyTurn.com registered these Common Shares for resale on February 14, 2000.

(7)  Includes  50,000 options  granted to replace options to purchase a like
     number of Common  Shares  which  were  canceled  in order to  effectuate  a
     repricing.

     Each  non-employee  director  of the  Company  is  entitled  to  receive  a
director's fee of $1,000 per meeting (other than  telephonic  meetings for which
the fee is $500), and options to purchase 5,000 Common Shares of MyTurn.com each
year,  which options will be exercisable for a period of ten years from the date
of grant, at an exercise price equal to the market price of the Common Shares on
the date of the grant.  Additionally,  each non-employee  director is reimbursed
for  reasonable  out-of-pocket  expenses  incurred in attending  meetings of the
Board of Directors of the  Company.  The members of the Board of Directors  meet
regularly, as needed.

              OPTION GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                        Number of Common         Percentage of Total
                        Shares Underlying         Options Granted To
Name                    Options Granted          Employees in Fiscal Year     Exercise Price         Expiration Date
<S>                             <C>                     <C>                     <C>                     <C>

Robert E. Turner        200,000                         3.8%                    $2.50(1)                January 8, 2004
                         33,250                          .6%                    $2.50(2)                May 7, 2004
                        150,000                         2.8%                    $2.50(3)                June 8, 2004
                        350,000                         6.6%                    $2.50(4)                July 20, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         78,325                         1.5%                    $5.00                   December 2, 2004

Paul Danner              25,000                          .5%                    $2.50(1)                January 8, 2004
                        200,000                         3.8%                    $2.50(3)                June 8, 2004
                        225,000                         4.3%                    $2.50(4)                July 20, 2004
                        150,000                         2.8%                    $1.00                   October 7, 2004
                         60,000                         1.1%                    $5.00                   December 2, 2004

Rudy C. Theale          650,000                        12.3%                    $2.50(1)                January 8, 2004
                        100,000                         1.9%                    $2.50(3)                June 8, 2004
                        750,000                        14.2%                    $2.50(4)                July 20, 2004
                        150,000                         2.8%                    $1.00                   October 7, 2004
                        153,500                         2.9%                    $5.00                   December 2, 2004


                                       47

<PAGE>

David Greenspan          35,000                          .7%                    $2.50(1)                January 8, 2004
                         65,000                         1.2%                    $2.50(3)                June 8, 2004
                        100,000                         1.9%                    $2.50(4)                July 20, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         25,000                          .5%                    $5.00                   December 2, 2004

Louis Libin             200,000                         3.8%                    $2.50(1)                January 8, 2004
                         50,000                          .9%                    $2.50(3)                June 8, 2004
                         50,000                          .9%                    $2.50(4)                July 20, 2004
                        100,000                         1.9%                    $5.00                   December 2, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         39,600                          .9%                    $5.00                   December 2, 2004

Christopher Liston       50,000                          .9%                    $2.50(1)                January 8, 2004
                        100,000                         1.9%                    $2.50(3)                June 8, 2004
                        150,000                         2.8%                    $2.50(4)                July 20, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         34,030                          .6%                    $5.00                   December 2, 2004

Mark Honigsfeld         200,000                         3.8%                    $3.25(5)                January 8, 2004
</TABLE>

---------------------

(1)       These options were initially  granted in 1999 at an exercise price
          of $5.81 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(2)       These options were intially  granted in 1999 at an exercise  price
          of $3.37 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(3)       These options were initially  granted in 1999 at an exercise price
          of $6.25 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(4)       These options were initially  granted in 1999 at an exercise price
          of $5.25 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(5)       These options were initially  granted in 1999 at an exercise price
          of $5.00 per share and later  repriced  to market of $3.25 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

<TABLE>
<CAPTION>

                   AGGREGATED OPTION EXERCISES IN FISCAL YEAR
            ENDED DECEMBER 31, 1999 AND FISCAL YEAR-END OPTION VALUES

                                                            Number of Shares
                                                            Underlying Unexercised          Value of Unexercised
                        Number of                                 Options at                      In-the-Money Options
                        Shares Acquired           Value       December 31, 1999               at December 31, 1999
Name                    On Exercise             Realized    Exercisable/Unexercisable       Exercisable/Unexercisable
----                    ---------------         --------    -------------------------       -------------------------
<S>                             <C>               <C>              <C>                             <C>

Robert E. Turner              -                     -          125,000/736,575               $559,375/$2,658,416

Paul Danner                   -                     -          155,000/505,000               $825,625/$1,806,875

Rudy C. Theale             15,000               $ 15,000       150,000/1,538,500             $768,750/$5,592,938

David Greenspan               -                     -           55,000/220,000               $288,125/$790,000


                                       48

<PAGE>

Louis Libin               205,000               $512,500       260,000/139,600               $780,000/$441,950

Christopher Liston          9,700               $  9,700        83,633/290,697               $384,528/$1,041,376

Mark Honigsfeld           330,300               $556,250        94,770/0                     $308,656/$0

</TABLE>

Employment Contracts, and Termination of Employment and Change-in-Control
Arrangements

Employment Agreements

Robert E. (Teddy) Turner

     MyTurn.com  is a party to an  Employment  Agreement  with Robert E. (Teddy)
Turner,  IV for a term of three years commencing as of January 8, 1999, which is
subject to continuing,  annual,  automatic one-year extensions.  Pursuant to the
Employment  Agreement Mr. Turner serves as the Company's  Chairman of the Board.
Mr.  Turner's  Employment  Agreement  was  extended an  additional  two years in
December 1999.

     The Employment  Agreement provides for base annual compensation of $208,000
per annum,  although Mr. Turner and  MyTurn.com  mutually  agreed,  as of May 7,
1999,  to reduce his annual salary to $100,000;  simultaneously,  Mr. Turner was
granted  five-year options to purchase 33,250 Common Shares at an exercise price
of $3.25  per share  (these  options  were  subsequently  repriced  to $2.50 per
share).  Mr.  Turner is  entitled  to be granted  five-year  options to purchase
33,250  each  year at  market  price for each one year  period  that his  salary
remains at the reduced rate. Mr. Turner's Employment  Agreement does not require
Mr. Turner to devote all of his time to MyTurn.com's  business and allows him to
participate in other  activities which do not prevent Mr. Turner from fulfilling
his obligations to MyTurn.com.  In addition to such base compensation Mr. Turner
is entitled to receive a sales and marketing bonus, which will allow him to earn
a bonus of up to 50% of his  base  compensation  each  year,  based  on  certain
performance thresholds.

     Mr. Turner also  receives an expense  allowance of up to $500 per month and
an automobile  allowance in the amount of $1,000 per month.  He is also entitled
to reimbursement of accountable customary business expenses.

     Mr.  Turner's  employment  agreement  provides  that,  notwithstanding  the
rolling  three-year term thereof,  it can be terminated  prior to the expiration
date under the following  circumstances:  (i) death;  (ii) total  disability (as
provided for in the Employment  Agreement);  (iii) termination by MyTurn.com for
"cause" (as defined in the Employment Agreement); (iv) termination by MyTurn.com
at any time upon written notice to Mr. Turner;  (v) termination by Mr. Turner at
any time for "good  reason" (as defined in the  Employment  Agreement);  or (vi)
termination  by the  Company  at any time  within 12 months  after a "change  in
control" (as defined in the Employment Agreement).

     Mr. Turner's  employment  agreement provides for compensation under certain
circumstances  upon termination of employment (in addition to accrued but unpaid
compensation) as follows:  (i) in the event of Mr. Turner's death, his estate or
spouse would be entitled to receive

                                       49

<PAGE>

an amount equal to his monthly salary as of the date of death  multiplied by the
number of full years that he had been an employee of  MyTurn.com or a subsidiary
or a predecessor  in interest  thereof;  (ii) in the event of termination of the
employment  agreement  due to  disability,  Mr. Turner is entitled to receive an
amount  equal  to his  monthly  salary  as of the  date  of  termination  of the
employment agreement, multiplied by the number of full years that he had been an
employee of  MyTurn.com or a subsidiary  or a  predecessor  in interest  thereof
(but,  in no event,  would he be entitled to an amount  equal to less than three
months of  salary);  and  (iii) in the event of  termination  of  employment  by
MyTurn.com  following a "change of control" or for any reason  other than death,
disability  or  "cause,"  or in the  event  of  termination  of  the  employment
agreement  by Mr.  Turner for "good  reason," he is entitled to receive his full
salary for the unexpired term of such agreement,  without  mitigation of damages
based upon employment obtained elsewhere.

     Mr.  Turner's  employment  agreement  provides  for a  restriction  on  the
solicitation  of customers  of  MyTurn.com  for a period of two years  following
termination  thereof, and a covenant not to compete with MyTurn.com for a period
of twelve months following termination of employment for cause.

Rudy C. Theale, Jr.

     Effective January 8, 1999,  MyTurn.com and Rudy C. Theale, Jr. entered into
a three-year  employment  agreement  which  provided for Mr.  Theale to serve as
MyTurn.com's  Executive Vice President on a full-time basis. On June 8, 1999 Mr.
Theale was appointed  MyTurn.com's  Vice- Chairman of the Board.  Mr. Theale and
MyTurn.com subsequently agreed that in November 1999 that Mr. Theale would serve
as MyTurn.com's President, in lieu of the aforementioned positions. He held this
position  until  April 4, 2000 when he was  re-elected  as Vice  Chairman of the
Board. Mr. Theale's  employment  agreement provides for a salary of $208,000 per
annum, although Mr. Theale and MyTurn.com mutually agreed, as of May 7, 1999, to
reduce his annual  salary to  $160,000.  In  addition to salary,  Mr.  Theale is
entitled  to  receive  a sales  and  marketing  bonus  upon the same  terms  and
conditions as are applicable to Mr. Turner's bonus.  Other terms of Mr. Theale's
employment  agreement  conform in structure to the material  provisions that are
applicable to Mr. Turner's, such as renewal, benefits, restrictive covenants and
termination without any requirement to mitigate damages. Mr. Theale's employment
agreement was extended an additional two years in December 1999.

Paul K. Danner

     Effective  September 1, 1999  MyTurn.com  and Paul K. Danner entered into a
three  year  employment   agreement   providing  for  Mr.  Danner  to  serve  as
MyTurn.com's  Chief Executive  Officer  commencing as of November 19, 1999. When
Michael Fuchs became Interim Chief  Executive  Officer in April 2000, Mr. Danner
became Executive Vice President,  Office of the President,  however the terms of
his Employment Agreement did not change. Pursuant to the employment agreement he
served as MyTurn.com's  President and Chief Operating  Officer from September 1,
1999 to November 18, 1999. Mr.  Danner's  employment  agreement  provides for an
annual  salary of $250,000.  Additionally,  Mr.  Danner's  employment  agreement
provides for a restriction on the solicitation

                                       50

<PAGE>

of customers of MyTurn.com  and a covenant not to compete with  MyTurn.com for a
period of one year following the termination or expiration of the agreement.

     Mr. Danner's employment  agreement provides that it may be terminated prior
to the expiration date (i) by MyTurn.com for "cause", as that term is defined in
the  employment  agreement;  (ii) by Mr.  Danner upon  thirty (30) days  written
notice  in the case of a "change  in  control"  (as  defined  in the  employment
agreement);  and (iii) by  MyTurn.com  at any time within  twelve months after a
change in control upon written  notice,  in which case MyTurn.com is responsible
to pay Mr. Danner an amount equal to the salary which would have been payable to
him for the remaining term of the employment  agreement.  Further, if Mr. Danner
becomes  disabled for a period of three months he shall  receive his full salary
and for the next  three  months he shall  receive  50% of his  salary.  If he is
disabled  for a continuous  period of at least six months or 150  business  days
during a nine month period  MyTurn.com  has the right to terminate Mr.  Danner's
employment under the employment agreement.

Mark Honigsfeld

     Effective  October 1, 1996,  MyTurn.com and Mark Honigsfeld  entered into a
three year Employment Agreement.  Mr. Honigsfeld's Employment Agreement provided
for  base  annual  compensation  of  $250,000.  Additionally,  Mr.  Honigsfeld's
Employment  Agreement  allowed  him to devote up to 10% of his  working  time to
other endeavors that were not in competition with MyTurn.com. Other terms of Mr.
Honigsfeld's  Employment  Agreement  conformed  in  structure  to  the  material
provisions  that are  applicable  to Mr.  Turner's  such as  renewal,  benefits,
termination   without  any  requirement  to  mitigate  damages  and  restrictive
covenants (except that the period of Mr. Honigsfeld's  restrictive  covenant was
six months, not twelve).

     MyTurn.com and Mr.  Honigsfeld  entered into a Termination  Agreement as of
May 11,  1999 (the  "Honigsfeld  Termination  Agreement");  simultaneously,  Mr.
Honigsfeld  and  MyTurn.com  entered  into a  Consulting  Agreement.  Both  such
Agreements  were  terminated  pursuant  to an Amended and  Restated  Termination
Agreement and Termination of Consulting Agreement, dated as of July 2, 1999 (the
" Amended  and  Restated  Agreement").  Pursuant to the  Honigsfeld  Termination
Agreement,  and  the  Amended  and  Restated  Agreement,   MyTurn.com  paid  Mr.
Honigsfeld  $100,000 in cash and issued 75,000 Common Shares to him. Such shares
have not been  registered  under the  Securities  Act of 1933,  as amended,  and
MyTurn.com  is not  under any  obligation  to  register  them at any time in the
future.  Additionally,  pursuant to the Consulting  Agreement  MyTurn.com issued
62,500 Common Shares to Mr.  Honigsfeld  out of treasury and paid him $66,666 in
cash. Furthermore, pursuant to the Amended and Restated Agreement, MyTurn.com is
obligated to pay to Mr.  Honigsfeld  an amount equal to eighty  percent (80%) of
the royalty payable by Admit Computer  Services,  Inc.  ("Admit") to MyTurn.com;
such royalty is based on revenues derived by Admit from the sale or licensing of
products  and/or assets acquired by Admit from MyTurn.com in connection with its
purchase of MyTurn.com's  Public Safety  Business.  Mr.  Honigsfeld also entered
into certain restrictive  covenants,  which prohibit him from disclosing certain
information about customers of MyTurn.com or soliciting any such customers,  and
prohibit him from revealing any of MyTurn.com's trade secrets. In addition,  all

                                       51

<PAGE>

unexercised  options held by Mr. Honigsfeld became  immediately vested as of the
date of the Amended and Restated  Agreement in accordance with their  respective
terms.

     Furthermore,  pursuant to the Amended and  Restated  Agreement,  MyTurn.com
registered  the  resale  of 62,500  Common  Shares  that had been  issued to Mr.
Honigsfeld in connection with the Consulting Agreement.

Louis Libin

     Effective  January 6,  1997,  MyTurn.com  and Louis  Libin  entered  into a
three-year  Employment  Agreement  which  provided  for a  salary  of  $200,000,
$225,000,  and  $250,000  per  annum  in the  first,  second  and  third  years,
respectively.  Additionally,  Mr. Libin's  Employment  Agreement  allowed him to
devote up to one day each week to other  endeavors  that were not in competition
with  MyTurn.com.  Other terms of Mr.  Libin's  Employment  Agreement  generally
conformed in structure to the material provisions of Mr.  Honigsfeld's,  such as
with  respect to  bonuses,  benefits,  restrictive  covenants  and  termination.
Effective  January 7,  1999,  Mr.  Libin was also  granted  options to  purchase
200,000 Common Shares upon the same terms and conditions as those granted to Mr.
Honigsfeld prior to the repricing and vesting acceleration described above.

     Mr. Libin entered into a Termination Agreement with MyTurn.com effective as
of July 31,  1999 (the  "Libin  Termination  Agreement").  Pursuant to the Libin
Termination Agreement,  MyTurn.com paid to Mr. Libin an aggregate of $107,500 in
six monthly  installments which commenced in August,  1999. In addition, a stock
option to purchase 50,000 Common Shares  previously  granted to Mr. Libin became
immediately  exercisable  and the exercise  price was  subsequently  repriced to
$2.50 per share.  Furthermore,  MyTurn.com  granted Mr.  Libin a stock option to
purchase 50,000 Common Shares, vesting in one-third increments on July 31, 2000,
2001, and 2002, at an exercise price of $5.25 per share, which options the Board
of Directors  subsequently repriced to $2.50 and declared fully vested. See Item
10. "Executive Compensation - Report on Repricing of Options".

Report on Repricing of Options

     At a  meeting  of the  Board of  Directors  on May 7,  1999,  the  Board of
Directors  approved a  repricing  of options  covering an  aggregate  of 200,000
Common  Shares held by Mr.  Honigsfeld  to $3.25 per share,  the market price on
that  date,  in  connection  with  the  termination  of  MyTurn.com's   and  Mr.
Honigsfeld's employment relationship.  Additionally,  on such date, options held
by Mr. Libin  covering an aggregate of 315,000  Common  Shares were  repriced to
market of $3.25 per share in  connection  with Mr.  Libin's  agreement to take a
voluntary reduction in annual salary from $225,000 to $160,000.

     At a meeting of the Board of Directors held on September 1, 1999, the Board
of  Directors   approved  the  repricing  of  certain   existing   employee  and
non-employee director stock options,  including options covering an aggregate of
450,000  Common  Shares held by Mr.  Danner,  733,250  Common Shares held by Mr.
Turner,  1,400,000 Common Shares held by Mr. Theale,  200,000 Common Shares held
by Mr. Liston, 200,000 Common Shares held by Mr. Greenspan, 315,000

                                       52

<PAGE>

Common Shares held by Mr. Libin, and options covering 290,950 Common Shares held
by other persons.  The Board  discussed that the purpose of granting  options to
employees was to provide  incentive  for the  employees to align their  interest
with the stockholders of the Company as well as to engender  employee loyalty to
the  Company.  It was noted that many of the options were granted at a time when
the price of the  Company's  Common  Shares was  substantially  higher  than the
current market price at such date, and that those options  currently did not and
would not provide  incentive  to those  employees  to remain with the Company if
they received competing offers for their services. Accordingly, the options were
repriced from various  exercise  prices to market at September 1, 1999, or $2.50
per share,  to  incentivise,  motivate and retain  certain of its  employees and
non-employee  directors.  See  Note  7 to  MyTurn.com's  Consolidated  Financial
Statements  (starting on page F-1) regarding  accounting treatment of certain of
the options.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, to the knowledge of MyTurn.com based solely
upon  records  available  to it,  certain  information  as of February  29, 2000
regarding the  beneficial  ownership of  MyTurn.com's  Common Shares (i) by each
person who MyTurn.com believes to be the beneficial owner of more than 5% of its
outstanding Common Shares,  (ii) by each current director,  (iii) by each person
listed in the Summary Compensation Table under "Executive Compensation" and (iv)
by all current executive officers and directors as a group:

<TABLE>
<CAPTION>

Name and Address
of Beneficial Owner                                     Number                               Percent
-------------------                                     ------                               -------
<S>                                                     <C>                                     <C>

Robert E. (Teddy) Turner, IV                         727,053(1)(12)                           7.91 %
333 First North Street
Jacksonville Beach, Florida 32250

Rudy C. Theale, Jr.                                1,273,999(2)(12)                           13.06%
333 First North Street
Jacksonville Beach, Florida 32250

Paul K. Danner                                       494,666(3)(12)                            5.48%
333 First North Street
Jacksonville Beach, Florida 32250

Christopher Liston                                   302,429(4)(12)                            3.42%
333 First North Street
Jacksonville Beach, Florida 32250

David Greenspan                                      233,666(5)(12)                            2.66%
333 First North Street
Jacksonville Beach, Florida 32250

                                       53

<PAGE>

Mark Bradlee                                         132,810(6)(12)                            1.52%
960 Atlantic Avenue
Alameda, California  94501

Brian Dougherty                                       84,510(7)                                 .9%
960 Atlantic Avenue
Alameda, California  94501


Michael Fuchs                                        500,000(8)                               5.51%
9 West 57th Street - Suite 4220
New York, New York  10019

Joseph Antonini                                       50,000(9)                                 *
1800 Westmaple Road
Troy, Michigan  48084

Harold Lazarus                                        34,667(10)                                *
134 Hofstra University
Hempstead, New York

Louis Libin                                          389,068(11)                            4.36%
949 Greenfield Road
Woodmere, New York  11598

Mark Honigsfeld                                       29,330                                  *
969 East End
Woodmere, New York  11598

All executive officers and directors
as a group (16 persons)                            3,833,800(1-11), (13)                  31.72%
</TABLE>

-------------------
         *  Less than 1%

(1)     Includes  616,029  shares  issuable to Mr.  Turner upon the exercise of
        options currently exercisable or exercisable within 60 days.

(2)     Includes  1,178,999  shares issuable to Mr. Theale upon the exercise of
        options currently exercisable or exercisable within 60 days.

(3)     Represents (i) 451,666 shares  issuable to Mr. Danner upon the exercise
        of options  currently  exercisable or  exercisable  within 60 days and
        (ii) 3,000 shares held by Mr. Danner as custodian for his children.

(4)     Represents  267,429 shares  issuable to Mr. Liston upon the exercise of
        options currently exercisable or exercisable within 60 days.

                                       54

<PAGE>

(5)     Includes  201,665  shares  issuable  to  David  Greenspan,  the  Chief
        Financial Officer, Treasurer and Secretary of MyTurn.com, upon the
        exercise of options currently exercisable or exercisable within 60 days.

(6)     Represents  132,810  Common  Shares  issuable  upon  the  exercise  of
        currently  exercisable  Class B  Warrants.  Does not  include up to
        299,500 Common Shares  issuable to Mr.  Bradlee and an aggregate of
        150,000  Common Shares  issuable to the Timothy  James  Bradlee  Trust
        December  22, 1999, Christine  Michelle  Bradlee Trust December 22, 1999
        and the Bradlee Family Education  Trust December 22, 1999 underlying
        Class A Warrants,  which are exercisable  upon MyTurn.com  reaching
        certain  business  milestones,  the timing of which, if reached, cannot
        presently be determined.

(7)     Represents 84,510 Common Shares issuable upon the exercise of currently
        exercisable Class B Warrants.  Does not include up to 224,700 Common
        Shares issuable  to Mr.  Dougherty  and  44,196  Common  Shares issuable
        to Anna Lijphart  and  Mr.  Dougherty,  underlying  Class  A  Warrants,
        which  are exercisable  upon MyTurn.com  reaching  certain  business
        milestones,  the timing of which, if reached, cannot presently be
        determined.

(8)     Represents  500,000  Common  Shares  issuable  upon  exercise  of
        currently exercisable warrants.  Does not include up to 500,000 Common
        Shares   underlying  a  Warrant  dated  January  21,  2000  which  are
        exercisable upon the happening of certain events, the timing of which,
        if they occur, cannot presently be determined.

(9)     Represents  50,000  Common  Shares  issuable upon exercise of currently
        exercisable  warrants.  Does not  include up to 100,000  Common  Shares
        underlying a Warrant dated January 21, 2000 which are exercisable  upon
        the happening of certain  events,  the timing of which,  if they occur,
        cannot presently be determined.

(10)    Includes 24,667 shares issuable to Dr. Lazarus upon the exercise of
        options currently
        exercisable or exercisable within 60 days.

(11)    Includes 353,068 shares issuable to Mr. Libin upon the exercise of
        currently exercisable options.

(12)    The options  referred to in footnotes  (1),  (2), (3), (4), (5) and (6)
        are subject to accelerated  vesting.  In the event there is a change in
        control  in  MyTurn.com,  such  options  shall  become  exercisable  to
        purchase 100% of the Common Shares thereunder on the date preceding the
        change in control. For this purpose, "change in control" means

                  o            any transfer of 50% of  MyTurn.com's  outstanding
                               Common   Shares  or  voting   power,   except  in
                               connection with any acquisition of Company Common
                               Shares  by  certain   members   of   MyTurn.com's
                               management;

                  o            the approval by  MyTurn.com's  stockholders  of a
                               merger or  consolidation  in which the pre-merger
                               or  pre-consolidation  stockholders of MyTurn.com
                               do not own more than 50% of the  voting  power of
                               the merged or consolidated entity;

                 o             the transfer of more than 50% of MyTurn.com's
                               assets; or

                 o             a  change  in the  composition  of the  Board  of
                               Directors of  MyTurn.com  where those persons who
                               were  directors  at the  beginning  of a calendar

                                       55

<PAGE>

                               year  and  those  persons  elected  as  directors
                               during such  calendar year with the approval of a
                               majority of directors  then still in office cease
                               to constitute a majority of the directors.

(13)     Does not include up to 100,000 Common Shares  issuable to Denis Squeri,
         Vice-President Corporate  Communications,  an aggregate of up to 62,000
         Common Shares  issuable to the David Hunter Squeri 2000 Custodial Trust
         and the Richard  Lawson  Squeri  2000  Custodial  Trust,  up to 175,000
         Common  Shares  issuable to Donald  Reeves,  Vice-President  - Software
         Development,  and up to 175,000 Common Shares issuable to David Durran,
         Vice-President  - Hardware  Development,  underlying  Class A Warrants,
         which  are  exercisable  upon  MyTurn.com   reaching  certain  business
         milestones,  the  timing of which,  if  reached,  cannot  presently  be
         determined.

Item 12.          Certain Relationships and Related Transactions

     MyTurn.com is a party to an Indemnification Agreement dated January 8, 1999
(the "Indemnification Agreement") with Rudy C. Theale, Jr., the Vice Chairman of
the  Board  and a  Director  of  MyTurn.com.  Pursuant  to  the  Indemnification
Agreement,  MyTurn.com  agreed to  indemnify  Mr.  Theale up to $170,000 for any
liability  incurred by Mr. Theale in the action  encaptioned  James B. Palmer v.
LocalNet  Communications,  Inc.,  Rudy  C.  Theale,  et  al.  In  January  2000,
MyTurn.com performed its indemnification obligations and also agreed to loan Mr.
Theale   $82,256.74  to  be  utilized  in  addition  to  the  amount  under  the
Indemnification  Agreement  to resolve  the law suit.  Mr.  Theale  delivered  a
promissory note to MyTurn.com in such principal amount,  bearing interest at the
rate of 10% per annum,  which  interest  is due and  payable  together  with the
principal on or before  February 3, 2002.  The note may be prepaid by Mr. Theale
at any time.

     MyTurn.com  entered into the  Indemnification  Agreement with Mr. Theale in
connection with his employment. In connection with the Indemnification Agreement
and the  loan to Mr.  Theale,  MyTurn.com  determined  it  would  be in the best
interests of MyTurn.com and its  stockholders to enter into the  Indemnification
Agreement and provide the loan to Mr. Theale in order to eliminate  distractions
caused by the Palmer law suit on Mr. Theale and management.

     See Item 6 - "Management's Discussion or Plan of Operations - Liquidity and
Capital  Resources"  for a  discussion  of  Michael  Fuch's  commitment  to fund
MyTurn.com's  working capital deficits of up to $500,000 per month for 12 months
beginning  in April  2000,  his  posting of  $3,500,000  to secure  MyTurn.com's
manufacturing line of credit and the commitment of certain members of management
to exercise  options to purchase up to  3,254,405  Common  Shares on or prior to
June 30, 2000.

     To the extent that  MyTurn.com may enter into any  agreements  with related
parties in the future (of which none are presently  contemplated),  the Board of
Directors of MyTurn.com has determined that the terms of such agreements must be
commercially reasonable and no less favorable to MyTurn.com than it could obtain
from unrelated third parties. Additionally, the Board of Directors of MyTurn.com
has further  determined  that such  agreements must be approved by a majority of
the disinterested directors of MyTurn.com.


                                       56


<PAGE>

                                     PART IV

Item 13.          Exhibits, Lists and Reports on Form 8-K

(a)   Exhibits       Description of Exhibit

  2         Agreement of Merger between MyTurn.com and Coastal Computer
            Systems, Inc., a New York corporation.*

  3.1       Articles of Incorporation of MyTurn.com.*

  3.2       Certificate  of  Designations,  Preferences  and  Rights of
            Series  A  Convertible  Preferred  Stock,  filed  with  the
            Secretary  of State of the  State  of  Delaware  on June 5,
            1998.**

  3.3       Certificate  of  Designations,  Preferences  and  Rights of
            Series  B  Convertible  Preferred  Stock,  filed  with  the
            Secretary of State of the State of Delaware on September 2,
            1998. ***

  3.4       Amendment to the  Certificate of  Incorporation  filed with
            the  Secretary of State of the State of Delaware on January
            21, 2000.

  3.5       Amended and Restated By-Laws of MyTurn.com.

  4.1       Specimen Common Share Certificate.*

  4.2       Form of Underwriter's Common Share Purchase Warrant.*

  10.1      Form of Warrant between MyTurn.com and each of the Bridge Lenders.*

  10.2      1996 Stock Option Plan.*

  10.3      Form of Indemnification Agreement between MyTurn.com and
            MyTurn.com's directors and officers.*

  10.4      Employment Agreement dated January 6, 1997 between MyTurn.com and
            Louis Libin.*

  10.5      Loan and  Security  Agreement  dated as of  October 6, 1998
            between MyTurn.com and LocalNet Communications, Inc.****

  10.6      Amendment No. 1 to Loan and Security Agreement dated as of October
            23, 1998 between MyTurn.com and LocalNet Communications, Inc.****


                                       57


<PAGE>

  10.7      Amendment No. 2 to Loan and Security Agreement dated as of November
            12, 1998 between MyTurn.com and LocalNet Communications, Inc.****

  10.8      Peaceful Surrender Agreement dated January 8, 1999 between e.TV
            Commerce, Inc. and LocalNet Communications, Inc. *****

  10.9      Amendment No. 1 to Employment Agreement dated as of January 8, 1999
            between MyTurn.com and Louis Libin.****

  10.10     Employment Agreement dated as of January 8, 1999 between MyTurn.com,
            e.TV Commerce, Inc. and Robert E. (Teddy) Turner, IV.****

  10.11     Employment Agreement dated as of January 8, 1999 between MyTurn.com,
            e.TV Commerce, Inc. and Rudy C. Theale, Jr.****

  10.12     Termination Agreement dated May 11, 1999 between MyTurn.com and Mark
            Honigsfeld.******

  10.13     Consulting Agreement dated May 11, 1999 between MyTurn.com and Mark
            Honigsfeld.******

  10.14     Amended and Restated  Termination  Agreement  dated July 2,
            1999 between MyTurn.com and Mark Honigsfeld.******

  10.15     Assets Purchase Agreement dated July 2, 1999 between MyTurn.com and
            Admit Computer Systems, Inc.******

  10.16     Purchase Agreement dated July 15, 1999 between MyTurn.com and the
            Free Network, Inc.******

  10.17     Asset Purchase Agreement dated July 30, 1999 (the "Asset Purchase
            Agreement") between MyTurn.com, GPC Acquisition Corp., Global PC,
            Inc., Mark Bradlee and Brian Dougherty.*******

  10.18     Amendment to Asset Purchase Agreement dated September 24,
            1999.*******

  10.19     Second Amendment to Asset Purchase Agreement dated September 26,
            1999.*******

  10.20     Amendments to Asset Purchase Agreement dated November 23, 1999.

  10.21     Amendments to Asset Purchase Agreement dated December 22, 1999.


                                       58


<PAGE>



  10.22     Stock Transfer and Technology Rights Agreement between Geoworks
            Corporation, MyTurn.com and GPC Acquisition Corp. dated December 22,
            1999.

  10.23     Portal Services Agreement dated as of February 2, 2000 between
            Inktomi Corporation and GPC Acquisition Corp.

  10.24     Cross License and Distribution Agreement dated as of February 12,
            2000 between NewDeal, Inc. and MyTurn.com.

  23.1      Consent of Lazar, Levine & Felix LLP, independent auditors.

  23.2      Consent of PricewaterhouseCoopers LLP, independent auditors.

  27        Financial Data Schedule.
------------
         *Previously filed as an exhibit to MyTurn.com's  Registration Statement
         of Form SB-2,  Registration  No.333-18667.  **  Previously  filed as an
         exhibit to MyTurn.com's  Quarterly Report on Form 10-QSB for the period
         ended June 30, 1998.

         *** Previously filed as an exhibit to MyTurn.com's  Quarterly Report on
         Form 10-QSB for the period ended  September  30,  1998.  ****Previously
         filed as an exhibit to  MyTurn.com's  Annual  Report on Form 10-KSB for
         the year ended December 31, 1998.

         *****Previously  filed as an exhibit to MyTurn.com's  Current Report on
         Form 8-K for an event dated January 8, 1999.  ******Previously filed as
         an  exhibit to  MyTurn.com's  Quarterly  Report on Form  10-QSB for the
         period ended June 30, 1999.

         *******Previously  filed as an exhibit to MyTurn.com's Quarterly Report
         on Form 10- QSB for the period ended September 30, 1999

(b)      Current Reports on Form 8-K

     A  Current  Report  on Form 8-K was  filed by  MyTurn.com  during  the last
quarter of the fiscal year ended December 31, 1999 as follows:

         Date Filed:            October 18, 1999
         Items Reported:        4



                                       59


<PAGE>
                      MyTurn.com, Inc and Subsidiaries FOR
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                          INDEX TO FINANCIAL STATEMENTS





Report of Independent Certified Public Accountants
(PricewaterhouseCoopers, LLP)                                       F - 2

Independent Auditor's Report (Lazar, Levine, & Felix, LLP)          F - 3

Consolidated Balance Sheet                                          F - 4

Consolidated Statements of Operations                               F - 5

Consolidated Statements of Shareholders' Equity                     F - 6

Consolidated Statements of Cash Flows                               F - 8

Notes to the Financial Statements                                   F - 9


<PAGE>







         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors
and Shareholders of MyTurn.com, Inc.

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statement of  operations,  shareholders'  equity and of cash flows
present fairly, in all material respects,  the financial position of MyTurn.com,
Inc.  and its  subsidiaries  at  December  31,  1999,  and the  results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We  conducted  our audit of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which 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,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers  LLP

Tampa, Florida

March 24, 2000,  except for
Note 15 for which the date
is April 4, 2000

                                      F - 2


<PAGE>






                            LAZAR LEVINE & FELIX LLP
               Certified Public Accountants & Business Consultants

350 Fifth Avenue - Suite 6820                              629 Parsippany Road
New York, NY  10118-0170                                   Parsipanny, NJ 07054
(212) 736-1900                                             (973) 428-3200
Fax (212) 629-3219                                         Fax (973) 428-6868

www.lazarcpa.com

                          INDEPENDENT AUDITORS' REPORT


To the Shareholders
MyTurn.com, Inc.
formerly Compu-DAWN, Inc.


We have audited the  statements  of  operations,  shareholders'  equity and cash
flows of Compu-Dawn,  Inc., now known as MyTurn.com, for the year ended December
31, 1998.  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 audits.

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 results of operations and cash flows of Compu-Dawn,
Inc.,  now  known as  MyTurn.com,  for the year  ended  December  31,  1998,  in
conformity with generally accepted accounting principles.

                                           /S/ LAZAR LEVINE & FELIX LLP
                                           ----------------------------
                                           LAZAR LEVINE & FELIX LLP


New York, New York
February 25, 1999

                                      F - 3


<PAGE>




                        MyTurn.com, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                                                    December 31,
                                                                       1999
                                                                       ----

Current Assets:
   Cash and cash equivalents                                    $     1,454,421

   Interest receivable                                                    8,889

   Prepaid expenses                                                       8,689

   Inventory                                                            222,394

   Other assets                                                           3,307
                                                                      ---------
         Total Current Assets                                         1,697,700


   Fixed assets, net                                                    214,500

   Goodwill, net of accumulated amortization of  $73,630             10,751,200
   Software development costs                                         2,391,338
   Licenses                                                           1,901,984

   Web-site development costs, net of accumulated
      amortization of $24,188                                           609,459
   Security deposits                                                     38,319
                                                                      ---------
         Total Assets                                              $ 17,604,500
                                                                     ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                         $    1,682,582

   Current portion of note payable                                        7,120

   Net liabilities of discontinued operations                           512,197
                                                                     ----------

      Total Current Liabilities                                       2,201,899

    Non-Current Liabilities:
   Note payable, non-current portion                                     15,288

   Other non-current liabilities                                          3,633
                                                                     ----------


        Total Liabilities                                             2,220,820

Commitments and Contingencies (Note 13)


                                      F - 4



<PAGE>



Shareholders' Equity:
   Preferred stock, $.01 par value;
   1,000,000 shares authorized:
      Series A Convertible Preferred                                          -

      Series B Convertible Preferred;
        1,370 shares issued and outstanding                                  14

   Common stock, $.01 par value, 20,000,000 shares authorized,
      7,786,905 shares issued and outstanding                            77,868

   Additional paid-in capital                                        37,265,511

   Accumulated deficit                                              (21,004,206)
   Less: treasury stock, 352,544 shares at cost                        (955,507)
                                                                    ------------

        Total Shareholders' Equity                                   15,383,680
                                                                    ------------

        Total Liabilities and Shareholders' Equity               $   17,604,500
                                                                   =============




          See accompanying notes to consolidated financial statements.

                                      F - 5



<PAGE>




                        MyTurn.com, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                      For the Years Ended
                                                                                           December 31,
                                                                                           ------------

                                                                                       1999               1998
                                                                                       ----               ----
Revenue:
<S>                                                                            <C>                    <C>
   Interest and other income                                                   $        233,660       $   336,955
                                                                                      ---------         ---------
Costs and Expenses:
   Cost in excess of Internet subscription fees                                         116,812            -
   General and administrative expenses                                                6,951,938            -
   Depreciation and amortization                                                        111,872            -
   Interest expense                                                                     111,033            17,459
   Loss on investment transaction                                                        71,000           296,952
                                                                                      ---------          ---------
         Total Costs and Expenses                                                     7,362,655           314,411
                                                                                      ---------          ---------
Income (Loss) From Continuing Operations                                             (7,128,995)           22,544
                                                                                      ---------          ---------
Discontinued Operations:
   Loss from discontinued operations                                                 (6,792,222)        (2,806,096)
   Gain on sale of discontinued operations                                              537,732              -
                                                                                     ----------         ----------

         Net Loss                                                                  $(13,383,485)      $ (2,783,552)
                                                                                    ============        ===========

Basic Income (Loss) Per Common Share:
   Continuing operations                                                        $         (1.75)      $       .01
   Discontinued operations                                                                (1.67)            ( .96)
   Gain on sale of discontinued operation                                                   .13                -
                                                                                      ----------         ---------
     Basic Loss per Common Share                                                $         (3.29)      $     ( .95)
                                                                                      ==========       ===========

Diluted Income (Loss) Per Common Share:
  Continuing operations                                                         $         (1.75)      $       .01
  Discontinued operations                                                                 (1.67)             (.74)
  Gain on sale of discontinued operations                                                   .13                -
                                                                                       ---------         ---------
    Diluted Loss per Common Share                                               $         (3.29)      $      (.73)
                                                                                      ==========       ===========


Weighted Average Number of Basic Common
Shares Outstanding                                                                     4,074,061         2,937,724
                                                                                      ==========        ==========

Weighted Average Number of  Diluted
Common Shares Outstanding                                                              4,074,061         3,814,259
                                                                                       =========        ==========




</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F - 6



<PAGE>


                        MyTurn.com, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                    Other                Total
                               Preferred Stock     Common Stock        Additional  Accumulated  Comprehensive Treasury Shareholders'
                               ---------------     ------------         Paid-in
                                Shares   Amount    Shares    Amount     Capital      Deficit    Income(Loss)   Stock      Equity
                                ------   ------    ------    ------      -----       -------    ------------   -----      ------
<S>                                <C>     <C>        <C>      <C>         <C>           <C>          <C>
Balance at December 31, 1997      -        -     2,838,450   $28,385   8,061,443   $(4,837,169)     -         $(47,085)  $3,205,574
 Exercise of stock options        -        -        24,895       248      68,339       -            -          (47,085)      21,502
 Private offering of shares
  Preferred Series A            3,250       33     327,103     3,271   4,719,842       -            -                     4,723,146
 Exchange of common
  shares for Preferred
  Series B                      1,750       17       -           -       531,525       -            -         (531,542)        -
 Share issued for professional
  fees                            -         -       75,000       750     280,500       -            -                       281,250
 Unrealized loss on investment    -         -        -           -         -                     (150,000)        -        (150,000)
 Net loss                         -         -        -           -         -        (2,783,552)     -             -      (2,783,552)
                                --------  ------  ---------   --------  ---------   ----------    --------       ------   ----------
Balance at December 31, 1998    5,000       50   3,265,448    32,654  13,661,649    (7,620,721)  (150,000)    (625,712)   5,297,920
 Exercise of stock options        -         -      701,847     7,018   1,983,264       -            -         (504,498)   1,485,784
 Grant of stock options for
  consulting services             -         -        -           -       212,800       -            -             -         212,800
 Exercise of warrants             -         -      101,900     1,019     304,681       -            -             -         305,700
 Issue of warrants for
  consulting services             -         -        -           -     1,691,408       -            -             -       1,691,408
 Shares issued for
  professional fees               -         -      797,398     7,974   2,965,598       -            -         174,703     3,148,275
 Sale of stock in private
  placements                      -         -    1,565,000    15,650   2,252,506       -            -             -       2,268,156
 Change in unrealized loss
  on investment                   -         -        -           -         -           -         150,000          -         150,000
 Conversion of Series A
  Preferred Stock              (3,250)     (33)    650,000     6,500      (6,467)      -            -             -            -


                                                F - 7


<PAGE>


 Conversion of Series B
  Preferred Stock                (380)      (3)     71,028      710         (707)     -            -              -            -
 Common Shares granted
  for GlobalPC acquisition        -         -      634,284    6,343    2,761,038      -            -              -       2,767,381
 Class B Warrants issued for
  GlobalPC acquisition            -         -        -          -      6,845,040      -            -              -       6,845,040
 Class C Warrants issued for
  GlobalPC acquisition            -         -        -          -      1,378,800      -            -              -       1,378,800
 Warrants issued for
  Geoworks license                -         -        -          -      1,395,900      -            -              -       1,395,900
 Stock bonus to
  officers and directors          -         -        -          -      1,761,550      -            -              -       1,761,550
 Repricing of non-employee
  options                         -         -        -          -         58,451      -            -              -          58,451
 Net loss                         -         -        -          -           -      (13,383,485)    -              -     (13,383,485)
                               ------    -------  --------- -------- ------------ ------------  ----------   ----------- -----------

Balance at December 31, 1999     1,370   $  14    7,786,905 $ 77,868  $37,265,511 $(21,004,206) $  -        $(955,507)  $15,383,680
                               =======   =======  ========= ======== ============  ============ ==========   ========== ============



</TABLE>



           See accompanying notes to consolidated financial statements.



                                      F - 8


<PAGE>



                        MyTurn.com, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           For the Years Ended
                                                              December 31,
                                                           -------------------

                                                          1999         1998
                                                          ----         ----
Cash Flows from Operating Activities:
  Net loss                                           $(13,383,485)  $(2,783,552)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
      Loss from discontinued operations                 6,792,222     1,656,096
      Gain on sale of discontinued operations            (537,732)       -
      Write-off of impaired loan                            -         1,150,000
      Common Stock issued for consulting services         590,573        -
      Warrants issued for consulting services           1,691,408        -
      Stock bonus to officers and directors             1,761,550        -
      Repricing of non-employee options                    58,451        -
      Depreciation and amortization                       111,872        -
      Loss on settlement of legal claim                    71,000        -
      Loss on sale of short-term investments               36,818        -
                                                       (2,807,323)      22,544
                                                       ==========     ========

Changes in assets and liabilities net of
 effects from acquisitions and dispositions:

     Increase in interest receivabl                        (8,889)        -
     Decrease in tax refund receivable                        -         29,868
     Decrease in prepaid expenses and other assets        111,464         -
     Increase in inventory                               (165,394)        -
     Increase in security deposits                        (25,569)        -
     Increase in accounts payable and accrued expenses    192,748         -
     Decrease in other payable                            (18,314)        -
                                                         ---------     -------
                                                           86,046       29,868
                                                         ---------     -------

 Net cash provided by (used in) continuing operations  (2,721,277)      52,412
                                                       -----------      ------

 Net cash used in discontinued operations              (3,312,121)  (1,330,626)
                                                       -----------  -----------

 Net cash used in operating activities                 (6,033,398)  (1,278,214)
                                                       -----------  ----------

Cash Flows from Investing Activities:
 Capital expenditures of discontinued operations         (124,935)  (1,913,517)
 Purchase of marketable securities                         -        (2,000,000)
 Proceeds from sale of marketable securities            1,963,182       -
 Advances to Global PC                                 (1,541,246)      -
 Proceeds from sale of public safety division             500,000       -
 Proceeds from sale of network marketing customer lists   250,000       -
                                                         --------   ---------
 Net cash provided by (used in) investing activities    1,047,001   (3,913,517)
                                                        ---------  -----------

Cash Flows from Financing Activities:
 Net cash used in discontinued operations                 (6,534)     (105,770)
 Proceeds from exercise of stock options and warrants  1,791,484        21,502
 Net proceeds from private placements of common stock  2,177,468     4,723,146
 Loan repayment to former officer                        (50,000)        -
 Net cash provided by financing activities             3,912,418     4,638,878
                                                       ---------    ----------
Net Decrease in Cash and Cash Equivalents:            (1,073,979)     (552,853)

 Cash and Cash Equivalents at Beginning of  Year       2,528,400     3,081,253
 Cash and Cash Equivalents at End of  Year           $ 1,454,421    $2,528,400
                                                     ===========   ===========

          See accompanying notes to consolidated financial statements.

                                      F - 9


<PAGE>




NOTE 1 - DESCRIPTION OF COMPANY AND BUSINESS ACQUISITION

     Coastal  Computer  Systems,  Inc., a New York company,  was formed on March
31,1983.  On October 18, 1996 Coastal Computer Systems,  Inc. was reincorporated
in Delaware under the name Compu-DAWN, Inc. On January 20, 2000 Compu-DAWN, Inc.
changed its name to MyTurn.com,  Inc. (the "Company").  From 1983, until January
1999,  the  Company  was  primarily   engaged  in  the  business  of  designing,
developing,  licensing,  installing and servicing computer software products and
systems predominantly for public safety and law enforcement agencies.

     On January 8, 1999, the Company's wholly-owned  subsidiary,  e.TV Commerce,
Inc.  ("e.TV")  acquired  certain  assets  of  LocalNet   Communications,   Inc.
("LocalNet") pursuant to a surrender of collateral to satisfy secured loans made
by the Company to LocalNet (see Note 3). From January 8, 1999 through June 1999,
the  Company,   through  e.TV,   operated  in  the  Internet,   e-commerce   and
telecommunications  business,  marketing products and services primarily using a
person  to  person  sales  approach  with the  services  of  commissioned  sales
representatives in a  relationship-based  referral  marketing  organization (see
Note 9).

     In May 1999, the Company adopted a plan to dispose of the assets which made
up the public safety software  division and ceased selling products and services
through network marketing  activities.  In July 1999, the Company sold primarily
all of the assets  which  made up its  public  safety  software  division  to an
unrelated third party (see Note 9).

     From  July  1999  through  December  1999,  the  Company  derived  revenues
primarily  from  Internet  subscription  fees,  while  focusing on fund  raising
efforts and on finalizing the asset purchase transaction with Global PC, Inc.

     On December 22, 1999 the Company  acquired  substantially  all the tangible
and intangible assets of Global PC,  Inc.("Global  PC"). Global PC has developed
enhancements to GEOS, a simplified,  user friendly,  computer  operating  system
owned by  Geoworks,  Inc.  In  addition,  Global  PC has  developed  a series of
software  applications.  The GEOS operating  software is to be embedded in a low
cost "easy to use" personal  computer (the  "GlobalPC  Device"),  along with the
application software developed by Global PC.

     The purchase price consisted of 634,284 shares of Common Stock, warrants to
purchase  2,284,400  shares of Common  Stock at an  exercise  price of $2.50 per
share,  the  assumption of certain  liabilities,  as well as $1,541,246 of cash,
previously  provided  to  Global  PC in the form of loans.  The  Company  may be
required to provide additional contingent  consideration in the form of warrants
to purchase up to 2,269,284 shares of Common Stock at a price of $2.50 per share
if certain  milestones for registered users of Internet access service utilizing
the Global PC Device are achieved by March 31, 2002 (see Note 8).

                                     F - 10


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     The  acquisition was accounted for as a purchase and the related net assets
were included in the financial  statements at their estimated fair values at the
date of acquisition. The excess of the purchase price over fair value of the net
assets  acquired and  liabilities  assumed has been  recorded as goodwill and is
being amortized over three years. The results of the acquired business have been
included in the  consolidated  financial  statements since the December 22, 1999
acquisition  date. The aggregate  purchase price of $12,600,467,  including fees
and expenses, was allocated as follows:

         Software development costs                $    2,115,000
         Inventory                                         57,000
         Property, plant and equipment                    113,772
         Goodwill                                      10,824,830
         Liabilities assumed                              (95,662)
         Other liabilities                               (414,473)
                                                        ---------
                                                    $  12,600,467
                                                      ============

     Following are the  Company's  unaudited pro forma results for 1999 and 1998
assuming the acquisition occurred on January 1, 1998:

                                                       1999              1998
                                                       ----              ----
        Revenues                                 $    344,513       $   342,199
        Net loss                                 $(20,544,289)      $(8,758,980)
        Basic loss per share                     $      (4.36)      $     (2.45)
        Diluted loss per share                   $      (4.36)      $     (1.97)

     The pro forma  results of  operations  have been  prepared for  comparative
purposes  only and do not purport to be  indicative of the results of operations
which  actually  would have  resulted had the  acquisition  occurred on the date
indicated, or which may result in the future.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant  accounting policies used in the preparation of the
accompanying financial statements follows:

(a)  Principles of Consolidation:

     The accompanying  financial statements have been prepared on a consolidated
basis to include the accounts of the Company and its wholly-owned  subsidiaries,
GPC  Acquisition  Corp.,  Inc.,  e.TV  Commerce,  Inc.,  and e.Tel,  Inc. All
significant inter-company accounts and transactions have been eliminated.

(b)  Use of Estimates:

     In preparing  financial  statements in accordance  with generally  accepted
accounting principles,  management makes certain estimates and assumptions, that
affect the reported amounts of assets and

                                     F - 11


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statement,  as well as the  reported  amounts  of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

(c)  Financial Instruments:

     Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of cash and cash equivalents.

     At times, the Company  maintains  deposits in federally  insured  financial
institutions  in excess of federally  insured  limits.  Management  monitors the
soundness  of these  financial  institutions  and  feels the  Company's  risk is
negligible.

     As of December 31,1999,  the fair value of cash  equivalents,  receivables,
accounts payable and debt instruments approximate their carrying value.

(d)  Marketable Securities:

     At December  31,  1998,  marketable  securities  have been  categorized  as
available for sale and, as a result, are stated at fair value in accordance with
Statement of Financial  Accounting  Standards No. 115,  "Accounting  for Certain
Investments  in Debt and  Equity  Securities."  Unrealized  gains and losses are
included in shareholders'  equity as other  comprehensive  income (loss).  There
were no unrealized gains or losses at December 31, 1999.

(e)  Inventories:

     Inventories consist of computer components and subassemblies and are stated
at the lower of cost, as determined using the first-in  first-out (FIFO) method,
or market.

(f)  Fixed Assets:

     Fixed  assets  are  recorded  at  cost.  Depreciation  is  provided  on the
straight-line method over the following estimated useful lives:

         Computer equipment                 5 years
         Software                           5 years
         Furniture and fixtures             7 years

     Additions and major renewals are  capitalized.  Maintenance and repairs are
expensed as incurred.  Leasehold improvements are amortized over the useful life
of the asset or the lease, whichever is shorter.

                                     F - 12


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

(g)   Goodwill:

     Cost in excess of fair value of net  assets  acquired  (Goodwill)  is being
amortized on the straight- line method over three years.  If it became  probable
that the projected future  undiscounted  cash flows associated with the acquired
assets were less than the  carrying  value of the  goodwill,  the Company  would
recognize an impairment  loss in accordance  with the provisions of Statement of
Financial  Accounting  Standards No.121, Accounting for the Impairment of Long
Lived Assets to be Disposed of. "

(h)  Intangibles:

     The  Company's   intangible  assets  include  software  development  costs,
licenses and certain web- site development  costs.  Software  development  costs
will be  amortized  on the  units-of-production  method  based on the  number of
computer    devices    manufactured.    Amortization    calculated   under   the
units-of-production  method  may  be  less  than,  equal  to,  or  greater  than
depreciation  expense  calculated under the straight-line  method in any period.
Licenses are being  amortized on the  straight-line  method over the life of the
license agreement of 5 years.  Web-site development costs are being amortized on
the straight-line method over their estimated useful life of 2 years.

     The Company will review the carrying value of their intangible  assets on a
quarterly basis to determine if there has been an impairment.  Should the review
indicate that an intangible  asset is not  recoverable,  the Company's  carrying
value of that intangible asset will be reduced.  No impairment was recognized in
1999.

(i) Software Development Costs:

     The Company  reflects  costs  incurred in  establishing  the  technological
feasibility  of  computer  software  to be  leased  or  sold,  as  research  and
development costs, and expenses such costs in the period incurred.  Research and
development  costs for the years ended December 1999 and 1998 aggregated $ 0 and
$  515,788,  respectively,  and  are  included  in the  loss  from  discontinued
operations (Note 9).

     The Company's  policy is to  capitalize  software  development  costs after
technological  feasibility of a product has been established.  Capitalization of
computer software costs is discontinued when the product is available to be sold
or leased.

(j)  Revenue Recognition:

     Through  July 1999,  the  Company  generated  revenues  primarily  from the
granting of non- exclusive,  non-transferable and non-assignable licenses to use
software it has  developed,  through fixed price  contracts.  Revenues from such
fixed price contracts were recognized using the percentage of completion  method
of accounting.  The Company  retained title to the software and warrants that it
will  provide  technical  support and repair any  defects in the  software at no
charge. The warranty period for each contract was negotiated  individually,  for
periods  ranging  from 90 days to three years.  To date,  repair costs have been
minimal and therefore the Company has not established a reserve for such

                                     F - 13


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

warranty  costs.  Additionally,  the  Company  provided  post-contract  customer
support  to  licensees  of  its  software.  Revenues  from  such  services  were
recognized  ratably over the period of performance.  Fees billed and/or received
prior to  performance  of service were  reflected as deferred  revenue.  For the
years ended  December 31, 1999 and 1998,  all such  revenues and warranty  costs
have been  included in the loss from  discontinued  operations  (See Note 9). In
connection  with the July 1999,  sale of the company's  public  safety  software
business,  the  obligations  associated  with contracts to install,  service and
maintenance of these software systems were assigned to the purchaser.

     Subsequent  to July 1999,  revenue is being  generated  solely from monthly
Internet  subscription  fees. The Company collects monthly fees from subscribers
and currently remits 50% to a third party Internet service provider ("ISP"). For
the year ended  December 31,  1999,  gross  revenues  from  subscribers  totaled
$372,291 and costs to the ISP were $489,103.

(k)  Advertising Costs:

     Advertising  costs, are expensed as incurred.  For the years ended December
31,  1999  and  1998,   advertising   costs  aggregated   $21,032  and  $19,449,
respectively.

(l)  Income Taxes:

     The Company  utilizes  the asset and  liability  method of  accounting  for
income  taxes.  Under this  method,  deferred  tax assets  and  liabilities  are
recognized for the future tax consequences attributable to temporary differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities  and their  respective tax bases,  and to net operating loss and tax
credit  carry  forwards,  measured by enacted tax rates for years in which taxes
are expected to be paid or recovered.  A valuation allowance is provided against
the future  benefit of deferred tax assets if it is  determined  that it is more
likely than not that the future tax  benefits  associated  with the deferred tax
asset will not be realized.

(m) Stock-Based Compensation:

     The  Company  accounts  for  employee  stock  options  in  accordance  with
Accounting  Principles  Board  Opinion  No. 25 (APB 25),  "Accounting  For Stock
Issued to  Employees."  Accordingly,  no  compensation  expense is recorded  for
options issued to employees in fixed amounts and with fixed  exercise  prices at
least equal to the fair market value of the  Company's  Common Stock at the date
of grant. The Company discloses certain pro-forma  information as if the Company
used the fair value method to account for employee stock based compensation. All
stock  based  awards to  non-employees  are  accounted  for using the fair value
method.

     On March 31,  1999,  the FASB issued an  Exposure  Draft,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation".  This Exposure Draft will
have an impact on the Company's  accounting for certain stock option  repricings
and  acceleration of vestings that occurred during 1999. It is expected that the
FASB will issue a final  Interpretation on these topics in the second quarter of
2000.  The  effects of  applying  the  Interpretation  will be  recognized  on a
prospective basis upon

                                     F - 14


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

issuance of the final interpretation.

(n) Earnings (Loss) Per Share:

     Basic net loss per share is computed  using the weighted  average number of
Common Shares  outstanding for the period.  For 1999, diluted net loss per share
is the same as basic net loss per share as the effects of including  potentially
dilutive securities in the computation is anti-dilutive. Common Stock equivalent
shares consist of convertible  Preferred Stock, stock options and warrants.  For
the year ended  December  31, 1999,  options and warrants to purchase  4,529,148
shares of Common Stock and Preferred  Stock  convertible  into 256,075 shares of
Common  Stock were  excluded  from the  calculation  of earnings per share since
inclusion would be anti-dilutive.

(o)  Cash and Cash Equivalents:

     For purposes of the  statements  of cash flows,  the Company  considers all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.

(p)  Comprehensive Loss:

The components of comprehensive loss were as follows:

                                              1999                     1998
                                              ----                     ----

Net loss                                  $  (13,383,485)         $  (2,783,552)

Unrealized holding losses
on marketable securities                       -                       (150,000)
                                            -------------           ------------
Comprehensive loss                        $ (13,383,485)          $  (2,933,552)
                                           =============           =============

NOTE  3 - LOAN RECEIVABLE

     Through  December  1998,  the Company  loaned an aggregate of $1,900,000 to
LocalNet,  an unaffiliated  Florida  corporation in the  telecommunications  and
Internet services marketing business.  LocalNet entered into 12%, collateralized
promissory  notes due in one year,  at which time all interest and principle was
payable.  The notes were  collateralized  by an  interest  in all of  LocalNet's
tangible  and  intangible  assets and a pledge of the Common  Stock owned by its
Chief Executive Officer and the Chairman of its Board, which represented a 63.1%
ownership interest in LocalNet, in the aggregate.

                                     F - 15


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     At December 31,  1998,  the Company  determined  that the fair value of the
assets  collateralizing  the loan was $736,318.  Accordingly the loan receivable
was written down by $1,150,000 in 1998. On January 8, 1999, LocalNet surrendered
the assets representing the collateral  underlying this loan. In March 1999, the
Company  determined  that the fair value of the assets  received by LocalNet was
$244,000 and  accordingly  wrote-off the  remaining  loan balance of $592,318 in
1999 which  included  additional  advances of $100,000  made to LocalNet in 1999
prior to the surrender of assets.  The write off of the loan balance in 1999 and
1998 is included in discontinued operations in the respective year.

NOTE 4 -FIXED ASSETS

Fixed assets consist of the following at December 31, 1999:

                                                             1999
                                                             ----

Computer equipment                                        $ 183,962
Furniture and fixtures                                       31,269
Software                                                     11,772
Leasehold improvements                                        1,551
                                                              -----
                                                            228,554
Less:  accumulated depreciation                             (14,054)
                                                            -------
                                                          $ 214,500
                                                          =========

Depreciation  expense for the years ended December 31, 1999 and 1998  aggregated
$14,054  and  $82,674,  respectively.  Depreciation  expense  for the year ended
December 31, 1998 is included in the loss from discontinued operations (Note 9).

NOTE 5 - NOTE PAYABLE

     In April 1997,  the former  Chairman of the Board of the Company  agreed to
extend  the  Company  a  $500,000  credit  line  for  a  period  of  two  years,
collateralized  by all the  assets of the  Company.  At  December  31,  1998 the
balance  outstanding  on this  credit  line was  $50,000,  which was  payable in
quarterly  installments  of $25,000 plus interest at 10% per annum.  This credit
line was paid in full during 1999.

     In January 1999,  the Company  assumed a LocalNet note payable to a bank as
part of the  surrender of certain  assets by LocalNet  (see Note 3). At December
31,  1999,  the  balance  outstanding  on this note  payable  was  $22,408  with
principle and interest payable monthly at an interest rate of 11.13% per annum.

     For the years  ended  December  31,  1999 and 1998,  the  interest  expense
relating to these loans aggregated $4,760 and $10,208, respectively.

                                     F - 16

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

Annual maturities of the note payable are as follows at December 31, 1999:

         2000     $    7,120
         2001          7,954
         2002          7,334
                  ----------
                  $   22,408
                  ==========

NOTE 6 - CAPITAL STOCK

     The Company's capital stock consists of Common Shares ("Common Stock") with
a $.01 par value and Convertible  Preferred  Shares  ("Preferred  Stock") with a
$.01 par value.  Holders of Common  Stock have one vote per Common Share and are
entitled to receive  dividends  when, and if declared by the Board of Directors.
The Company has not declared or paid dividends to date.

     The Preferred Stock consists of:

     (a) Series A Preferred  Stock which are convertible in whole or in part, at
the option of the holders  thereof,  into shares of Common Stock at a conversion
price which is determined at the date of conversion as 85% of the average of the
five  lowest  closing  bid  prices  of the  Company's  Common  Stock  for the 25
consecutive trading days immediately  preceding the date of determination not to
exceed $8.025 per share. The number of Common Shares issuable upon conversion is
determined  by a formula  based on the market  price at the time of  conversion.
Holders of Series A Preferred  Stock have no voting  rights and are not entitled
to receive  dividends.  During 1999, all shares of Series A Preferred Stock were
converted into shares of Common Stock.

     (b) Series B Preferred  Stock which are convertible in whole or in part, at
the option of the holders  thereof,  into  327,103  shares of Common  Stock at a
conversion  price of $5.35 per Common  Share,  subject  to certain  adjustments.
Holders of Series B Preferred  Stock have no voting  rights and are not entitled
to receive dividends unless,  dividends are declared on the Common Stock. During
1999,  380 shares of Series B  Preferred  Stock were  converted  into  shares of
Common Stock.

     On  June  5,  1998,  the  Company  completed  a  private  offering  of  its
securities, whereby it sold to the purchasers the following:

         (a)      3,250 shares of the  Company's  Series A Preferred  Stock;

         (b)      327,103 Common Shares of the Company; and

         (c)      warrants to acquire an aggregate of 90,207 Common Shares at an
                  exercise  price of $8.025  per share,  subject  to  adjustment
                  under certain circumstances.

     The aggregate  purchase price for the foregoing  securities was $5,000,000;
net proceeds from this private placement aggregated approximately $4,723,000.

                                     F - 17

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

     On September 26, 1998,  pursuant to a Securities Exchange Agreement between
the  Company and the  purchasers,  the Company  issued to the  purchasers  1,750
shares of Series B Preferred  Stock,  par value $.01 per share,  in exchange for
the 327,103 shares of Common Stock previously issued.

     During 1998,  options were  exercised  to acquire  24,895  shares of Common
Stock,  for which the Company received $21,502 in cash proceeds and 4,380 shares
of Company Common Stock with a fair market value of $47,085.

     In January 1999, holders of 1,575 Series A Preferred Stock and 270 Series B
Preferred  Stock,  converted  such shares into 315,000 and 50,467 common shares,
respectively.

     In February 1999, the Company issued the following:

          (a)  10,000  shares  of  Common  Stock to a  consultant  for  services
          rendered in October 1998. The value of these  services,  $15,000,  was
          accrued at December 31, 1998;

          (b) 117,398  shares of Common Stock to a supplier of inventory to e.TV
          as an  inducement  to enter into a contract  with the  Company.  These
          shares were valued at the market price at the date of issuance, for an
          aggregate of $606,815; and

          (c) 30,000  shares of Common  Stock in  connection  with a  consulting
          contract.  These shares were valued at $168,750,  the aggregate market
          value at the date of issuance.

     In May 1999,  the Company  issued 62,500 shares of Common Stock to a former
officer out of the Company's  treasury as consideration for consulting  services
valued at $312,500.  In June 1999,  in  connection  with an amended and restated
termination agreement,  this former officer received an additional 75,000 shares
of Common Stock, valued at $365,625.

     In May and June 1999,  options  and  warrants  were  exercised  to purchase
97,500 and 8,000  shares of Common  Stock,  respectively  for which the  Company
received $384,000 in cash proceeds.

     In June 1999, holders of 600 Series A Preferred Stock converted such shares
into 120,000 shares of Common Stock.

     In July 1999, the Company  issued 75,000 shares of Common Stock,  valued at
$389,063, to an unaffiliated party in consideration of such party's agreement to
provide  certain  support and  administrative  services to the Company after the
acquisition of the e.TV business.

     In July and August 1999,  options and warrants  were  exercised to purchase
9,250 and 18,100  shares of Common  Stock,  respectively  for which the  Company
received $87,050 in cash proceeds.

     In August  1999,  the Company  issued  62,500  shares of Common  Stock in a
private placement for cash proceeds of $96,875.

                                     F - 18

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

     In October 1999, the Company issued the following:

          (a) 10,000 shares of Common Stock to option  holders,  upon  exercise,
          for which the Company received $10,000 in cash proceeds;

          (b) 50,000 shares of Common Stock, valued at $109,375, to a consultant
          for services rendered in 1999;

          (c) 25,000  shares of Common  Stock,  valued at $71,000,  as part of a
          litigation settlement (See Note 14); and

          (d) 740,000  shares of Common Stock for  proceeds of $844,345,  net of
          offering costs, in connection with a private placement.

     In November 1999, the Company issued the following:

          (a)  260,200 and 22,400  shares of Common  Stock to option and warrant
          holders,  respectively,  upon exercise, for which the Company received
          $626,150 in cash proceeds;

          (b) 15,000  shares of Common Stock valued at $43,125,  plus $10,000 in
          cash, to an entity in consideration for all rights,  title,  interest,
          and trademark for "MyTurn" and the domain name "MyTurn.com";

          (c) 675,000  shares of Common Stock and  warrants to purchase  337,500
          shares of Common Stock,  at an exercise price of $3.00 per share,  for
          the investment of $1,100,623 net of offering costs, in connection with
          a private offering;

          (d) 400,000 shares of Common Stock issued to investment advisers,  for
          investment  banking services rendered in 1999, valued at approximately
          $950,000; and

          (e) 200,000 shares of Common Stock in connection  with the development
          of the web-site, valued at approximately $804,000.

     In December 1999, the Company issued the following:

          (a)  324,897 and 53,400  shares of Common  Stock to option and warrant
          holders,  respectively,  upon exercise, for which the Company received
          $684,284 in cash proceeds;

          (b) 32,954 shares of Common Stock, valued at $205,960, to a vendor for
          extinguishment of $187,237 of debt;

          (c) 87,500 shares of Common Stock issued in a private offering for the
          investment of $135,625; and

                                     F - 19

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


          (d) 634,284  shares of Common Stock in connection  with the net assets
          acquired from Global PC (See Note 1).

     In December  1999, the Board approved a stock bonus of 277,000 shares to be
issued out of the Company's treasury stock, valued at $1,761,550.

     In December 1999,  holders of 1,075 Series A Preferred Stock converted such
shares into 215,000 shares of Common Stock and holders of 110 Series B Preferred
Stock converted such shares into 20,561 shares of Common Stock.

NOTE 7 - STOCK OPTIONS

     In October  1996,  the Company  established a Stock Option Plan under which
options to purchase  2,000,000 Common Shares may be granted to eligible persons.
Options  under  this plan  expire in ten  years  and vest over  service  periods
ranging  from  immediately  to ten  years.  A  summary  of the  activity  in the
Company's stock option plan,  excluding options granted in 1999 in excess of the
Plan, is presented below:

                                       Number             Weighted Average
                                         of                Exercise Price
                                       Shares                Per Share

Balance at January 1, 1997             491,950         $        .45
Options granted                        278,311                 4.04
Options exercised                     (410,417)                 .32
Options canceled/forfeited             (55,000)                1.69
-------------------------------------------------------------------
Balance at December 31, 1997           304,844                 3.69
Options granted                        490,100                 5.82
Options exercised                      (24,895)                2.76
Options canceled/forfeited            (265,083)                6.65
-------------------------------------------------------------------
Balance at December 31, 1998           504,966                 4.22
Options granted                      1,059,722                 2.64
Options exercised                     (701,847)                2.12
Options canceled/forfeited                -                      -
------------------------------------------------------------------
Balance at December 31, 1999           862,841         $       2.97
                                       =======         ============

     In 1998, no compensation  expense related to the options was recorded since
the  options  were  granted at an exercise  price  equal to or greater  than the
market value of the Common Stock on the grant date.

     In 1999, certain employee stock options,  granted in 1999, were repriced to
a price  equal to the market  price on the day of  repricing.  Additionally,  in
1999, vesting periods related to certain stock

                                     F - 20

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

options  previously  granted  were  accelerated.  As a result  of a recent  FASB
Exposure   Draft,   "Accounting   for  Certain   Transactions   Involving  Stock
Compensation", the Company expects to recognize a significant stock compensation
charge,  beginning July 1, 2000, in connection with these  modifications  to the
extent the options have not been exercised.

     During  1999,  the  Company  granted  4,058,083  options  in  excess of the
2,000,000  options  grantable  under the 1996 Stock Option Plan. The measurement
date for these options is January 20, 2000, the date the  Shareholders  approved
an increase in the number of shares  available  for  granting  under the Plan to
10,000,000.  Accordingly,  no compensation expense associated with these options
was recognized in 1999. During 1999, 220,700 of these options were exercised and
146,500 were canceled/forfeited (see Note 15).

     A summary of stock options  outstanding and exercisable,  excluding options
granted in excess of the Plan, as of December 31, 1999 follows:


                 Number                Weighted Average             Number
              Outstanding                Remaining             Exercisable at
Exercise    at December 31,             Contractural            December 31,
  Price          1999                   Life (years)                1999
  -----          ----                   ------------                ----


 $2.00           1,666                        7                    1,666

  2.50         669,605                        5                  297,250

  3.00          63,500                        7                   60,168

  3.25          44,770                        4                   44,770

  5.00          83,300                        6                   84,968
                ------                                            ------

               862,841                                           488,822
               =======                                           =======

     In January 1999, the Company  granted  options to purchase 70,000 shares of
Common Stock to a non-employee  for consulting  services at an exercise price of
$3.25,  valued at  $212,800.  These  options were  subsequently  repriced to the
market price of $2.50.

     On January 8, 1999,  the Company  granted  options to employees to purchase
989,722 shares of Common Stock,  at market,  with an exercise price of $3.25, of
which 934,555 shares were subsequently repriced to the market price of $2.50.

     Pro forma  information  regarding  net  income  and  earnings  per share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee  stock options  under the fair value method  prescribed by that
Statement.  The fair value for these  options was estimated at the date of grant
using a Black-Scholes  option pricing model with the following  weighted-average
assumptions for 1999 and 1998,  respectively:  risk-free interest rates of 6.46%
and 5.0%;  dividend  yields of 0% and 1.5%;  volatility  factors of the expected
market   price  of  the   Company's   Common  Stock  of  107%  and  60%;  and  a
weighted-average expected life of the options of seven years.

                                     F - 21


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

     The Company's pro forma  information  for the years ended December 31, 1999
and 1998,  prepared in accordance with SFAS 123 is provided below.  For purposes
of pro-forma disclosures,  stock-based compensation is amortized to expense on a
straight-line basis over the vesting period.

                                      1999                  1998
---------------------------- ----------------------  --------------------------

Net Loss:
 As reported                 $ (13,383,485)          $  (2,783,552)
 Pro forma                   $ (17,147,216)             (3,140,736)
---------------------------- ----------------------  --------------------------

Basic loss per share
 As reported                 $       (3.29)          $       (0.95)
 Pro forma                   $       (4.21)                  (1.07)
---------------------------- ----------------------  --------------------------

NOTE 8 - STOCK WARRANTS:

     In 1998,  the  Company  completed  a private  offering  of its  securities,
whereby it sold  warrants  to acquire an  aggregate  of 90,207  shares of Common
Stock at an exercise price of $8.025 per share.

     In June 1999, the Company entered into a consulting agreement, whereby upon
execution of the agreement,  the Company issued  warrants valued at $108,030 to
purchase  30,000  Shares of Common  Stock at a price of $5.219  per  share.  The
warrants  were fully vested in 1999 and will expire May 31, 2002.  The holder is
entitled  to  additional  warrants  to  purchase  45,000  Common  Shares  if  it
introduces  the  Company to a source of  funding.  These  warrants  will have an
exercise  price  equal to the sale price per share in such  funding  and will be
exercisable for three years from the date of issuance.  The Company recorded the
expense in 1999.

     In November 1999, the Company issued  warrants to purchase  337,500 shares
of Common  Stock at an exercise  price of $3.00 per share in  connection  with a
private  offering.  These warrants  expire on November 5, 2004 and vested on the
date of the agreement.

     In November 1999, the Company entered into an investment  banking agreement
pursuant to which warrants to purchase  60,000 shares of Common Stock at a price
of $1.50 per share, valued at $156,840,  were issued.  These warrants expire on
November 12, 2004 and vested on the date of the agreement.  The Company recorded
the expense in 1999.

     In December 1999, the Company entered into a consulting agreement,  whereby
the Company  issued  warrants to purchase  100,000  shares of Common Stock at a
price of $6.50 per share, valued at $505,200.  These warrants expire on December
14,  2004 and vested on the date of the  agreement.  The  Company  recorded  the
expense in 1999. The Company agreed to issue  additional  warrants upon reaching
certain performance goals.

     In December 1999, the Company entered into a consulting agreement,  whereby
the Company issued  warrants to purchase  75,000  shares of Common  Stock at a
price of $3.187, valued at $410,400. These warrants

                                     F - 22

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

expire on December 14, 2004 and vested on the date of the agreement. The Company
recorded the expense in 1999.

     In December 1999, the Board  authorized  warrants to purchase 50,000 Common
Shares at a price of $13.62 to be  issued on January  24,  2000 for  consulting
services performed in 1999. These warrants,  valued at $510,938,  will expire on
January 23, 2005 and fully vest on January 24,  2000.  The Company  recorded the
expense in 1999.

     In December 1999, the Company entered into a license agreement, whereby the
Company agreed to pay $541,084 in cash and issued  warrants to purchase 250,000
shares of Common Stock at a price of $4.50, valued at $1,360,900 in exchange for
a license to certain  technology  to be embedded in the GlobalPC  device.  These
warrants expire on December 21, 2004 and vested on the date of the agreement.

     In connection with the December 1999,  Global PC acquisition  (Note 1), the
Company  agreed to issue  warrants  to purchase  Common  Stock of the Company as
follows:

1.        exercisable  into 2,269,284 shares of Common Stock at a price of $2.50
          per  share  exercisable  from  April 1,  2002  through  June 30,  2004
          contingent  upon  the  Company   achieving   certain   milestones  for
          registered  users of Internet  access  service  utilizing the GlobalPC
          Device by March 31, 2002.

2.        exercisable  into 1,901,400 shares of Common Stock at $2.50 per share.
          The  Class B  warrants  may be  exercised  through  June  30,  2004 as
          follows:  (a) up to 30% of the shares  underlying the Class B warrants
          on and after 90 days from the date of grant and (b) another 23 1/3% of
          the shares  underlying  the Class B warrants  on and after each of the
          first, second, and third anniversary of the date of grant.

3.        Class C Common Stock  purchase  warrants  exercisable  into 383,000
          shares of  Common  Stock at a price of $2.50  per  share.  The Class C
          warrants  may be exercised at any time one year from the date of grant
          through June 30, 2004.

     The Class A, B and C warrants  become  exercisable  to purchase  all of the
shares under warrant upon a change in control event, as defined.

     Notwithstanding  the  foregoing,  the  Class A, B and C  Warrants  are only
exercisable  to the extent they would not violate the rules of the Nasdaq  Stock
Market relating to the requirement for stockholder  approval for the issuance of
securities in certain instances.

     The Class A, B, and C warrants  provide  for  adjustments  of the  exercise
price and the number of shares issuable in the event of future dilution.

                                     F - 23

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

A summary of the status of the Company's stock purchase  warrants as of December
31, 1999 is presented below:

<TABLE>
<CAPTION>

                                                   Weighted             Number
                                Number              Average           Exercisable
                             Outstanding           Remaining              at
                             at December          Contractual          December               Weighted Average
     Exercise Price            31, 1999          Life (years)          31, 1999                Exercise Price
     --------------------------------------------------------------------------------------------------------
        <S>                     <C>                    <C>              <C>                        <C>

        $1.50                 60,000                   5              60,000                      $1.50

         2.50              2,284,400                   5                   -                       2.50

         3.00                726,700                   3             624,800                       3.00

         3.19                 75,000                   5              75,000                       3.19

         4.50                250,000                   5             250,000                       4.50

         5.22                 30,000                   3              30,000                       5.22

         6.50                100,000                   5             100,000                       6.50

         8.03                 90,207                   4              90,207                       8.03

        13.62                 50,000                   5                -                         13.62
                              ------                                 ---------

                           3,666,307                                1,230,007
                           =========                                =========

</TABLE>

NOTE 9 - DISCONTINUED OPERATIONS

     In May 1999,  the  Company  decided to divest  itself of its public  safety
software  business and on July 2, 1999 the Company  consummated the sale of this
division to Admit Computer Services, Inc. The Company received $500,000 in cash,
for a net gain of $287,732, and is entitled to receive software royalty payments
for  five  years  ranging  from  6.25%  to 10% from  future  sales  of  products
containing the Company's  technology or former customers of the Company's public
safety software business. To date, royalty payments have been inconsequential.

     On June 29, 1999, the Company  discontinued its network referral  marketing
operations,  the e.TV subsidiary. In July 1999, the Company sold its independent
representative  database  and  assigned  its long  distance  business to another
network marketer of telecommunication products for $250,000 in cash.

     As a result of the events and  transactions  described above, the financial
statements of the Company have been restated to report separately the net assets
(liabilities) and operating results of the discontinued  businesses.  Components
of amounts  reflected in the statements of  operations,  balance sheets and cash
flow statements are presented in the following table.

                                     F - 24

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                    December 31,
----------------------------------------------------------- ------------------------------------------------------------
<S>                                                                     <C>                             <C>

Income statement data                                                   1999                           1998
----------------------------------------------------------- -----------------------------  -----------------------------

Revenues                                                             $ 2,774,949                     $ 911,534
----------------------------------------------------------- -----------------------------  -----------------------------

Cost and expenses                                                     (9,567,171)                   (3,717,630)
                                                                     ------------                   -----------
----------------------------------------------------------- -----------------------------  -----------------------------

Loss from discontinued operations before
     income tax expense (benefit)                                   $ (6,792,222)                 $ (2,806,096)
----------------------------------------------------------- -----------------------------  -----------------------------

Income tax expense (benefit)                                              -                              -
                                                                    -------------                 -------------
----------------------------------------------------------- -----------------------------  -----------------------------

Loss from discontinued operations                                   $ (6,792,222)                 $ (2,806,096)
                                                                    ============                  ============
----------------------------------------------------------- -----------------------------  -----------------------------


Balance sheet data                                                                   December 31, 1999

                                                                                       $ (512,197)
                                                                                       ==========
-----------------------------------------------------------

Net liabilities of discontinued operations
----------------------------------------------------------- ----------------------------------------------------------



                                                                                    December 31,
----------------------------------------------------------- ------------------------------------------------------------

Cash flow data                                                          1999                           1998
----------------------------------------------------------- -----------------------------  -----------------------------

Loss from discontinued operations                                   $ (6,792,222)                  $ (2,806,096)
----------------------------------------------------------- -----------------------------  -----------------------------

Gain on sale                                                             537,732                         -
----------------------------------------------------------- -----------------------------  -----------------------------

Stock options granted for consulting services                            212,800                         -
----------------------------------------------------------- -----------------------------  -----------------------------

Common Stock issued for consulting services                            1,919,315                         -
----------------------------------------------------------- -----------------------------  -----------------------------

Change in net assets of discontinued
     operations                                                          810,254                     1,475,470
                                                                         -------                     ---------
----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in operations                                           (3,312,121)                  (1,330,626)
----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in investing activities                                   (124,935)                  (1,913,517)
----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in financing activities                                     (6,534)                    (105,770)
                                                                          ------                     --------
----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in discontinued operations                            $ (3,443,590)                $ (3,349,913)
                                                                    ============                 ============
----------------------------------------------------------- -----------------------------  -----------------------------
</TABLE>
                                     F - 25

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998





NOTE 10 - SUPPLEMENTAL STATEMENTS OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>

                                                                                    1999             1998
------------------------------------------------------------------------ -------------------  ------------------
<S>                                                                               <C>           <C>

Supplemental disclosure of cash flow information:

     Cash paid during year for interest                                              $12,930      $17,459
     Income tax refund received                                                            -       29,868
------------------------------------------------------------------------ -------------------  ------------------

Supplemental schedule of non-cash investing and
financing activities:
   Acquisition of GlobalPC assets in exchange for
     Common Stock and warrants                                                    10,991,221         -
   Liabilities assumed in connection with the acquisition
     of Global PC assets                                                            (510,135)        -
   Purchase of Geoworks license agreement through
     issuance of warrants                                                          1,395,900         -
   Liability in connection with purchase of Geoworks
     license agreement                                                               506,084         -
  Amount capitalized in connection with development of
     the Company's web-site through issuance of Common
     Stock                                                                           580,522         -
  Amount capitalized in connection with purchase of
     web-site domain through issuance of stock                                        43,125         -
  Common Stock issued to investment advisors for
     investment banking services                                                     950,000         -
------------------------------------------------------------------------ -------------------  ------------------
</TABLE>

     NOTE 11 - TERMINATION  OF INVESTMENT  TRANSACTION:

     On April 22,  1998,  the Company  entered  into an  agreement to acquire an
indrect 50% beneficial  interest in Press-Loto,  a Russian company which has the
right to operate  the first  national  on-line  lottery in Russia  pursuant to a
license  from the  Russian  Ministry of Finance to the Union of  Journalists  of
Russia (the  "Union").  The  agreement  provided  that,  at the closing,  40% of
Press-Loto  was to be owned by the Union and its  charity  with a private  group
holding a minority interest.

     On  On  September  1,  1998,  the  Company  terminated  the  aforementioned
agreement after conditions to close, were not satisfied.  In connection with the
termination  of the  agreement,  the  Company  forgave  a loan in the  amount of
$297,000 in 1998.

Also see Note 14 - Litigation.

                                     F - 26


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 12 -  INCOME TAXES:

     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109,
"Accounting for Income Taxes." A reconciliation between the provision for income
taxes and the expected tax benefit using the federal  statutory  rate of 34% for
the year ending December 31, 1999 is as follows:

                                              1999
---------------------------------- --------------------

Tax benefit at statutory rate              $(4,550,385)
State tax benefit                             (485,821)
Increase in valuation allowance              5,017,290
Other                                           18,916
                                                ------
  Total                                    $      -
                                           ===========
---------------------------------- --------------------

The  Company's  deferred  tax assets  and  liabilities  relate to the  following
sources and differences  between  financial  accounting and the tax bases of the
Company's assets and liabilities at December 31, 1999:

                                              1999
---------------------------------- --------------------

Current deferred taxes:
  Current deferred tax assets:
    Vacation accrual                       $   26,981
    Accrued settlement costs                  107,622
    Depreciation                                8,787
                                                -----
                                              143,390
    Less valuation allowance                 (143,390)
                                             --------
      Total current deferred tax assets    $     -
                                           ==========
---------------------------------- --------------------

Non-current deferred taxes:
  Non-current deferred tax assets:
    Net operating loss carry forward       $7,204,640
    Research and development credit           152,163
                                              -------

    Less: valuation allowance               7,356,803
      Total noncurrent deferred tax assets (7,356,803)
                                           ----------
                                           $    -
                                           ==========
---------------------------------- --------------------


     The Company has  recorded a valuation  allowance  to state its deferred tax
assets at  estimated  net  realizable  value due to the  uncertainty  related to
realization of these assets through future taxable income.

                                     F - 27

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


     At December 31, 1999, the Company has net operating loss carry forwards for
1999 and 1998 for income tax purposes of approximately $12,952,000, which expire
beginning in 2011. The Company also has research and  development tax credits of
$152,163 that expire  beginning in 2011.  The Company's  ability to benefit from
the net  operating  loss carry  forwards  and general  business  credit could be
limited  under certain  provisions of the Internal  Revenue Code if ownership of
the Company changes by more than 50%, as defined.

NOTE  13 - COMMITMENTS AND CONTINGENCIES

     On December  28, 1999,  the Company  entered  into a lease  agreement,  for
executive  office  space in  Florida,  which  provides  for base  annual  rental
payments  of  approximately  $49,000.  This  lease,  which is for a term of five
years, has scheduled  annual  increases of 3% and is renewable.  No rent expense
associated with this lease was recorded for the year ended December 31, 1999.

     In conjunction  with the acquisition of Global PC on December 22, 1999, the
Company  assumed  an  existing  office  lease  agreement,  for  office  space in
California,  which  provides for monthly lease  payments of $10,000.  This lease
agreement is on a month-to-month basis.

     In October 1996,  the Company  entered into a lease,  for executive  office
space in New York, which provides for base annual rental of $85,000. This lease,
which is for a term of five years, is being subleased.  The present value of the
future  monthly  minimum lease payments has been accrued and charged to the loss
on discontinued  operations.  Rent expense for the years ended December 31, 1999
and  1998,  aggregated  $86,590  and  $78,354,   respectively,  is  included  in
discontinued operations.

     At December  31,  1999,  future  minimum  rentals  for office  space are as
follows:

              2000                                        $ 49,000
              2001                                          50,470
              2002                                          51,984
              2003                                          53,544
              2004                                          55,150
                                                            ------
                                                         $ 260,148
                                                         =========

     Effective October 1, 1996, the Company entered into a three-year employment
agreement  with  the  Chief  Executive  Officer  ("CEO")  of the  Company.  This
agreement provided for annual  compensation of $250,000 and a performance bonus.
On May 11, 1999 the Company and the CEO  entered  into a  termination  agreement
while simultaneously entering into a consulting agreement. Pursuant to the terms
of the consulting agreement, the Company paid the CEO $66,666 in cash and issued
him 62,500  Common  Shares out of  treasury  stock.  On July 2, 1999,  both such
agreements  were  terminated.  In  connection  with  the  termination  of  these
agreements,  the Company paid the CEO $100,000 in cash and issued  75,000 Common
Shares to him. Such shares have not been

                                     F - 28


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

registered  under the  Securities  Act of 1933,  as amended,  and the Company is
under no obligation  to register them at any time in the future.  The Company is
obligated to pay the CEO eighty  percent  (80%) of the royalty  payable by Admit
Computer Services,  Inc.,  ("Admit") to the Company.  Such royalty is based upon
the  revenues  derived by Admit from the sale or  licensing  of products  and/or
assets acquired by Admit from the Company in connection with its purchase of the
public safety business (See Note 9 ).

     Effective October 1, 1996, the Company entered into a three-year employment
agreement  with its  President  and  Chief  Operating  Officer.  This  agreement
provided for annual  compensation of $125,000 and a signing bonus of $15,000. On
March  17,  1998  the  Company  and  this  officer  entered  into  an  agreement
terminating  his employment  agreement.  Under the  termination  agreement,  the
officer received severance pay of approximately $216,000.

     In January 1997, the Company entered into a three-year Employment Agreement
with an employee to serve as the Company's Chief Technology Officer ("CTO"). The
agreement provided for an annual base salary of $200,000,  $225,000 and $250,000
in the first,  second and third years,  respectively.  On July 31, 1999, the CTO
and the Company entered into a Termination  Agreement.  Pursuant to the terms of
the Termination Agreement, the Company paid the CTO $107,500 in cash and granted
stock  options to purchase  50,000  Common  Shares.  The former CTO resigned as
Class III Director of the Company on April 4, 2000.

     As of December 31, 1999, the Company maintained  employment agreements with
four  officers of the Company.  The  employment  agreements  contain  provisions
requiring  each of the officers to receive full salary for the unexpired term of
such  agreement,  in the event of  termination  for any reason other then death,
disability or cause.  The maximum  payments under these agreements in such event
is  approximately  $1,593,000.   The  employment  agreements  also  provide  for
severance  benefits  as  well  as  disability  and  death  benefits.  Two of the
employment  agreements provide for a bonus up to 50% of base annual compensation
each year if  certain  performance  thresholds  are met.  One of the  employment
agreements  provides  for the  future  granting  of five year  stock  options to
purchase 33,250 common shares each year at market price for each one year period
that the officer's salary remains at a reduced rate.

     In  December  1999,  the  Company  purchased  exclusive  rights to the GEOS
license,  from Geoworks Corporation for $541,084 in cash and 250,000 warrants to
purchase  Common  Stock at $2.50  per  share,  valued at  $1,360,900.  GEOS is a
simplified, user friendly, low cost computer operating system owned by Geoworks,
Inc.  Pursuant to the  conditions  of the  licensing  agreement,  the Company is
obligated to pay  royalties  on a per unit basis over the term of the  licensing
agreement which expires December 31, 2004.

     Future  minimum  royalty  payments   required  to  maintain  the  right  of
exclusivity under the licensing agreement, at December 31, 1999, are as follows:

                                     F - 29

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

            2000                                         $     75,000
            2001                                            1,275,000
            2002                                            1,200,000
            2003                                            2,250,000
            2004                                            3,000,000
                                                            ---------
                                                           $7,800,000
                                                           ==========

     In connection with the 1999 Private Placement of Common Stock and warrants,
the Company committed to file a Registration  Statement for the shares issued in
this offering  with an effective  date for the  Registration  Statement no later
than  February  1,  2000.  As the  Company  has  not  yet  undertaken  to file a
Registration Statement for these shares, the Company is subject to pay a penalty
of approximately $95,000 per month until this requirement is met.

    NOTE 14 - LITIGATION:

     In July 1999,  the  Company was  notified of a claim for amounts  allegedly
owed  to  a  third  party  manufacturer  of  products  previously  sold  by  its
discontinued subsidiary,  e.TV. The Company disputes this claim. If an action is
ultimately brought against the Company,  the Company believes it has meritorious
defenses and will vigorously  defend itself against such an action.  The Company
has accrued for potential  settlement  costs estimated to be sufficient to cover
the resolution of this claim.

     The Company is a party to an  indemnification  agreement  dated  January 8,
1999 (the "Indemnification Agreement") with the Company's President. Pursuant to
the Indemnification  Agreement,  the Company agreed to indemnify this officer up
to $170,000 for any liability  incurred by him out of an action brought  against
him and LocalNet.  During 1999,  the Company paid $21,000 in legal fees pursuant
to this Indemnification Agreement. At December 31, 1999, the Company has accrued
a liability in the  discontinued  business  caption for $149,000.  On January 4,
2000,  the Company paid $232,000 on the  officer's  behalf in settlement of this
legal action.  In  connection  with the January 4, 2000 payment in excess of the
cap,  the officer  signed a note  payable to the Company  for  $83,000,  bearing
interest at 10% per annum with  interest  and  principal  payable in one balloon
payment due on February 3, 2002.

     On October 27, 1999, the Company  settled  litigation  associated  with the
failed  Press-Loto  investment  transaction (Note 11). As part of the settlement
agreement,  the Company  issued 25,000  Common  Shares,  valued at $71,000,  and
forgave a $297,000 loan to Rugby National Corp., an unrelated third party, which
the Company had written off in 1998.  Both  charges are  reported in  continuing
operations.

                                     F - 30


<PAGE>


                       MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 15 - SUBSEQUENT EVENTS

     During  1999,  the Company  granted  options to purchase  4,058,083  Common
Shares in excess of the 2,000,000 Common Shares authorized for issuance upon the
exercise of options  grantable under the Company's 1996 Stock Option Plan. These
options, 68,000 of which were granted to non- employee consultants, had exercise
prices  ranging  from  $1.00 per share to $6.38 per share.  Options to  purchase
3,508,083 Common Shares were granted at the then market price, and the remainder
were non-qualified  options granted at below market price.  Substantially all of
these options vested on April 4, 2000.

     On January 1, 2000,  the  Company  granted  options to  purchase  2,072,500
Common Shares at an exercise price of $2.50 per share, to certain  employees who
were retained in connection  with the  acquisition  of assets of Global PC which
closed on December 22, 1999. These options were also for shares in excess of the
2,000,000  shares  originally  authorized  for issuance under the Company's 1996
Stock Option Plan.  These  employees were former  employees of Global PC who the
Company determined were integral to the Company's  development,  enhancement and
sale of the Global PC and related  products and services.  These options vest in
one-third increments in July 2000, January 2001 and January 2002.

     On January 20,  2000,  the  shareholders  approved an amendment to the 1996
Stock Option Plan which increased the number of options  available to be granted
to 10,000,000. In accordance with generally accepted accounting principles,  the
Company is required to recognize a non-cash  compensation charge measured by the
difference  between the exercise  price of the options  granted to purchase such
excess  6,133,583  Common  Shares,  and the then market  price of the  Company's
Common  Shares on January 20, 2000.  As a result,  the Company will  recognize a
non-cash stock  compensation  charge commencing in the first quarter of 2000 and
extending over the vesting period of those options of approximately $85,000,000.
This non-cash  earnings  charge will not impact the Company's  cash flows or net
stockholders' equity.

     On January 21,  2000,  the Company  issued  warrants to purchase  1,000,000
Common Shares to a Director who subsequently  became the Company's Interim Chief
Executive  Officer and Chairman of the Board.  The Warrants to purchase  500,000
Common Shares  vested  immediately  and the warrants for the  remaining  500,000
Common  Shares were vested on April 4, 2000.  Of these  warrants,  500,000  were
issued below  market with an exercise  price of $5.00 per share and 500,000 were
issued below market at various prices ranging from $5.00 to $15.00.  The Company
will recognize a stock  compensation  charge in the first and second quarters of
2000 related to the warrants  which vested on January 21, 2000 and April 4, 2000
of approximately $5,300,000 and $4,600,000,  respectively. On April 4, 2000, the
Company  issued  warrants to purchase  500,000  Common  Shares at market with an
exercise  price of $20.25 per share to this  Director  at the time he became the
Company's Interim Chief Executive Officer and Chairman of the Board. The 500,000
warrants  issued on April 4, 2000,  which  vested  immediately,  were granted in
connection  with the  individual's  acceptance of the positions of Interim Chief
Executive Officer and Chairman of the Board and to commit his time and resources
to the Company, his personal commitment to provide the Company up to $6,000,000,
to support ongoing capital  requirements of the Company,  if necessary,  and his



                                     F - 31

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

posting of  $3,500,000  as  security  for the  Company's  line of credit  with a
manufacturer.  All 1,500,000  warrants  described  above are  exercisable  for a
period expiring 5 years from the date of issuance.

     In the opinion of the Company's management, the funding committed to by the
Interim Chief  Executive  Officer and Chairman of the Board,  and the funds that
would be  generated  from the  exercise  of  options  which  certain  members of
management  have committed to, will be sufficient to meet the Company's  working
capital needs,  and allow it to meet its obligations on a timely basis,  for the
next 12 months.

                                     F - 32




<PAGE>
                                   SIGNATURES

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

                                          MYTURN.COM, INC.

April 14, 2000                            By:/s/ Michael Fuchs
                                             -------------------------------
                                             Interim Chief Executive Officer



<PAGE>


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant in the capacities and on the
dates indicated.

Signature                             Capacity                        Date

/s/ Michael Fuchs
-------------------------
Michael Fuchs                   Chairman of the Board,          April 14, 2000
                                Interim Chief Executive
                                Officer and Director

/s/ Rudy C. Theale
-------------------------
Rudy C. Theale, Jr.             Vice Chairman of the Board      April 14, 2000
                                and Director


/s/ R.E. (Teddy) Turner, IV
---------------------------
R. E. (Teddy) Turner, IV        Director                        April 14, 2000


/s/ Christopher Liston
---------------------------
Christopher Liston              Director                        April 14, 2000


/s/ Harold Lazarus, Ph.D
---------------------------
Harold Lazarus, Ph.D            Director                        April 14, 2000


/s/ Mark Bradlee
---------------------------
Mark Bradlee                    Director                        April 14, 2000


/s/ Brian Dougherty
---------------------------
Brian Dougherty                 Director                        April 14, 2000


/s/ Joseph Antonini
---------------------------
Joseph Antonini                 Director                        April 14, 2000



---------------------------
Jeffrey H. Coats                Director



/s/ David Greenspan
---------------------------
David Greenspan                 Chief Financial Officer and     April 14, 2000
                                Secretary (Principal Accounting
                                Officer)