<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-KSB

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                      or

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

                         Commission File No.  0-28097

                              EONNET MEDIA, INC.,
                    formerly known as DOCTORSURF.COM, INC.
                    --------------------------------------
                (Name of small business issuer in its charter)

<TABLE>
<S>                                                                       <C>
            STATE OF FLORIDA                                                          59-3569844
            ----------------                                                          ----------
(State of or other jurisdiction of incorporation or organization)         (IRS Employer Identification No.)

6925 112/th/ Circle North, Suite 101, Largo, Florida                                     33773
----------------------------------------------------                                     -----
(Address of Principal Executive Officers)                                              (Zip Code)
</TABLE>

                   Issuer's telephone number: (727) 546-6473

  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, Par value $.01 per share
                    --------------------------------------
                               (Title of Class)

          Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 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 [_]

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

          Issuer's revenues for its most recent fiscal year were $1,368,920.

          The aggregate market value of the voting stock held by non-affiliates
of the Registrant cannot be determined. There is currently no established
trading market for the common stock of the Company, and the shares are not
presently listed, therefore aggregate market value cannot be determined.

          Number of shares outstanding of the issuer's common stock at $.01 par
value as of April 13, 2002 was 2,456,516.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.
<PAGE>

                                                                  (727) 573-2101
                                                          customer service dept.

                                     PART I


Item 1. BUSINESS.

General

          We were incorporated in April 1999 and commenced operations in the
first quarter of 2000. We launched our DoctorSurf.com web site in the first
quarter of 2000. In April 2001, we acquired Eonnet Technologies, Inc. and
changed our name to Eonnet Media, Inc. Since launching our site, we have
established a member base for our web sites of approximately 20,000 doctors and
other healthcare professionals.

          We are an information technology solutions and healthcare information
provider for the electronic health, or E-Health, marketplace as well as other
markets.  We provide these solutions in two ways. Our technology services
provide network, web and wireless solutions to the E-Health marketplace and
other markets.  Our Internet-based healthcare information services fulfill the
administrative, communications, and information needs of doctors and other
healthcare professionals. Our goal is to leverage the combination of our
technology and healthcare information services and our growing member base of
healthcare professionals to become a leading technology company serving the E-
Health marketplace.

          The Company's principal administrative office space is located at 6925
112th Circle North, Suite 101, Largo, Florida 33773.

          The Company is a "small business issuer" for purposes of disclosure
and filings under the Securities Act of 1933 and the Securities Exchange Act of
1934.


Industry Background

          Jupiter Research, an independent industry research company, projects
in the report "Creating Digital Doctors", dated October 6, 2000 that the size of
the United States health transactions market will grow to $9 billion by 2005.
According to this report, medical doctor web sites are the crucial catalyst to
unlocking this market. In addition, a Jupiter Research consumer survey finds
that 63% of consumers would switch to a doctor with a web site that offered
credible content, appointment scheduling capabilities or secure communication
channels. Personal physicians' portals are primary component of our web site.

          We believe that a significant opportunity exists for healthcare
professionals to use our Internet-based healthcare information services combined
with our technology solutions to increase practice efficiency and achieve cost
savings. We believe that the healthcare industry has lagged behind other
transaction-intensive industries in the area of information technology spending
and as a result, operates on a highly fragmented and disconnected
infrastructure. Advances in Internet and wireless technology offer great promise
for addressing these inefficiencies.


Recent Developments

          On January 27, 2001, the Company's shareholder approved a one for is
reverse split of the Company's common stock. The record date for the reverse
stock split was January 27, 2001. As a result of the reverse stock split,
2,795,679 shares of the Company's common stock were issued and outstanding as of
April 10, 2001.

          On April 9, 2001, the Company completed the acquisition of Eonnet
Technologies, inc. The acquisition was completed pursuant to a merger of Eonnet
Acquisition, Inc., a wholly owned subsidiary of the company, with and into
Eonnet Technologies, Inc. As a result of the acquisition, Eonnet Technologies,
Inc. became a wholly owned subsidiary of the Company. Former shareholders of
Eonnet Technologies, Inc. were issued 1,000,000 shares of the company's common
stock in connection with the acquisition. In addition, in connection with the
acquisition, the Company changed its name to Eonnet Media, Inc.
<PAGE>

The Eonnet Solution

          Our technology solutions provide busy medical offices with information
technology consulting and hardware and software support services to increase
practice efficiency and save costs.  Our Internet-based healthcare information
services allow healthcare professionals to integrate and help manage their
administrative, communications, and information needs.

          Our target market includes physicians' offices, hospitals, and any
medical organization. Our primary products and services to this market will be
the tools and applications available on our web sites as well as network support
and application development services. We also intend to market our services to
businesses both within and outside the E-Health marketplace with at least 30
employees and annual revenues of at least $10 million that have a need for
secure and sound connectivity and custom web and wireless application
development needs. We have generated our historical revenues from these
businesses.

          We believe our combined service offering provides the following
benefits to doctors and other healthcare professionals:

     .    A single point of contact for all technology needs.

     .    Efficient and optimized internal network systems by providing
          proactive maintenance and upgrade programs as well as solutions for
          improved connectivity, security, and storage.

     .    Improved internal information systems by providing state-of-the art
          custom web and wireless applications.

     .    Reduced cost of software ownership by providing online tools including
          information, personal dynamic portals, internet based review boards,
          and billing and practice management applications in an ASP model.
<PAGE>

Strategy

          Our goal is to leverage the combination of our technology and
healthcare information services and our growing member base of healthcare
professionals to become a leading technology company serving the E-Health
marketplace. The key elements of our strategy to accomplish this goal include
the following:

     .    Offer a complete "one stop shop" to physicians and other participants
          in the E-Health marketplace as well as other markets. Our services
          will consist of assisting clients in implementing and upgrading their
          internal technology infrastructure in terms of connectivity, security,
          and storage and our products will include tools and services offered
          on our web sites. We intend to continue to develop and introduce
          functional and attractive service offerings for the E-Health
          marketplace.

     .    Attract and maintain a large base of physician membership. We intend
          to increase our marketing efforts to continue to build our physician
          membership base. We also intend to increase awareness of our service
          offerings. The approximately 20,000 doctors and other healthcare
          professionals who currently are members of our web site each will be
          issued ten shares of our common stock when we complete this offering.

     .    Establish and maintain strategic relationships with service and
          content providers. We intend to continue to establish relationships
          with different partners in the E-Health marketplace to assist us in
          providing compelling services and content for our web sites. We also
          plan to establish and maintain relationships with sponsors and with
          advertisers and their advertising agencies.

     .    Expand our presence in other markets. Our network support services are
          currently offered in the Pittsburgh and Tampa Bay area. We intend to
          expand our presence in mid-size to larger markets within the United
          States either through acquisitions or opening branch offices.

Technology Service Offerings

          We provide networking services and web and wireless technology
solutions for the E-Health marketplace, as well as other markets. We believe
physicians initiate the bulk of transactions in the healthcare system, and we
intend to continue to strategically develop products and services designed to
capture and retain this valuable customer base.

          Our integrated service offering consists of strategic consulting,
design, development and implementation of information and system architectures,
user-interfaces, creation of software, and integration of hardware necessary to
implement our digital solutions. Information architecture refers to how content
is organized and accessed while system architecture refers to how information is
physically shared, stored and secured. User-interface refers to the presentation
of a web or wireless software application to the end-user. Integration refers to
the connectivity, switching, and security of hardware. Our digital
communications solutions use Internet technologies to enhance communications and
interactions between organizations. Our digital communications solutions are
designed to optimize growth and operations resulting in an increase in revenue,
productivity, and profitability within the organization.

          Our network solutions include installation, configuration, and
maintenance of network products such as Microsoft, Novell, and Linux, routers
such as from Cisco and Alcatel, security products from Cisco and Watchguard,
email systems such as MS Exchange and Novell Groupwise, remote access and VPN
(virtual private networks) from Microsoft, Citrix, and others. Our web solutions
include development, implementation, maintenance in various products such as IBM
Websphere, MS Visual Interdev, NetObjects Fusion, Macromedia, and Adobe and
languages such as HTML, Java, Javascript, ColdFusion, C++, ASP, and Visual
Basic.

          All of our solutions are undertaken in a unique five-step process that
ensures all development and integration projects result in high quality and fast
implementation. Our network and web maintenance programs, EONsafeNET and
EONsafeWEB, respectively offer "on-call" 24-hour support to our clients.

          We believe that we must accomplish the following with respect to our
technology service offerings:
<PAGE>

     .    Strengthen current relationships and establish a dependency on us for
          repeat business.

     .    Create branding and awareness of our name by aggressive marketing and
          advertising.

     .    Hire and train additional high quality account managers.

     .    Develop strategic partnerships with ISPs, computer equipment
          suppliers, consulting companies, medical networks and associations,
          and others.

     .    Establish a presence in other markets by acquisition or opening branch
          offices.

Healthcare Information Services

          In tandem with the services listed above, we offer a vast array of
physician practice management and communications tools through our web sites
DoctorSurf.com, InternetIRB.com, and Emc911.com.  These web sites create a
Virtual Healthcare Network, or VHN, that facilitates and streamlines
interactions among the myriad participants in the healthcare industry.  Our VHN
enables secure exchange of information among disparate healthcare information
and supports a broad range of healthcare transactions, including medical billing
and claim processing, transcription, wireless prescription writing, coding,
online referrals, authorizations, personal dynamic web portals, institutional
review boards, secure messaging, emergency medical card service, continued
medical education and scheduling.   We currently have over 20,000 doctors and
other healthcare professionals who are members of our VHN.  We believe that we
will generate the majority of VHN revenue from our transaction and fee based
usage of these tools.  We believe that other sources of revenue will be
generated through advertising, sponsorships, and sales of products through
affiliate sites.

          According to the latest clinical research analysis by CenterWatch, an
estimated $4.5 billion will be spent on clinical trials in the U.S.  We believe
that the clinical research process is currently the biggest bottleneck in the
development of new pharmaceuticals and medical devices.  We are an early entrant
in the market with InternetIRB.com, one of the first Internet-based central
institutional review boards to improve the process in conducting reviews of
phases I through IV pharmaceutical, SR and NSR device studies allowing board
decisions to be delivered generally within 24 to 48 hours of review.  There are
over 2,000 local IRBs around the country at present, only a fraction of which
have taken steps to automate their traditional paper-based processes through the
use of Internet technology.  Revenue in the form of study fees have been
realized by InternetIRB working as a managed central IRB.  It is also being
extended to function as an ASP, whereby licensing fees will be collected from
subscribing external IRBs.  A third source of revenue involves the collection of
advertising and sponsorship revenue from study sponsors looking to attract
subjects for their studies.

          In January 2000, we introduced the EMC911 Emergency Medical Card
service and the emc911.com web site to establish a presence in the consumer
eHealth market. EMC911.com issues a branded Emergency Medical Card to each of
its members that grants access to critical personal health information in the
event of an emergency via a fax-back system. A corresponding content site with
emergency medical resource information is being developed to take advantage of a
wide variety of e-commerce opportunities.

          Our strategy for our VHN is to develop a large base of Internet
subscribers who are doctors through an attractive, user-friendly web site. The
following are key elements of our strategy:

     .    Continue to create, implement, and upgrade state-of-the art web sites
          through use of our technology personnel;

     .    Increase our VHN membership and utilization through marketing
          initiative efforts;

     .    Enter into advertising arrangements with potential advertisers;

     .    Provide marketing resources to encourage physicians promotion of their
          portals (i.e. Office displays and training CDs);
<PAGE>

     .    Create awareness of the Internet IRB web site by exhibiting at major
          clinical research events; and

     .    Conclude development of the phase-two of the Internet IRB ASP model
          and conduct system pilot

Revenue Channels

          We intend to generate revenue from transactions, subscriptions,
advertising, and e-commerce.  However, we expect to derive the majority of our
revenue for the near future from network and web development services and IRB
services in its initial stages, while building applications that we expect to
generate additional revenues at a later time.

          We bill networking services in three ways. One way is on an hourly
basis as services are rendered. Second is on a project-basis in which we are
contracted on a "lump-sum" basis to undertake a strictly defined project. Third
is on an annual contract, called EONsafeNET, which is paid in advance to render
services on a continual basis for maintenance and upgrades.

          We bill web and wireless application development services mostly on a
project basis.  However, we also offer these services on an hourly contract
basis.  These services can also be offered in an annual contract called
EONsafeWEB which is paid in advance to render services on a continual basis for
maintenance and upgrades.  We also generate revenues from hardware and software
sales.

          In addition to the above primary fee based revenue sources, we
anticipate that the following services may also produce fee based revenues:

     .    Institutional Review Boards (IRBs): We intend to use Internet IRBs,
          whose approvals are mandatory, for research studies involving human
          subjects. The system is currently being extended to function as an
          ASP, whereby licensing fees will be collected from subscribing
          external IRBs.

     .    Expert Medical Witness Program: We intend to link defense attorneys
          and insurance companies with medical experts, charging each a fee for
          the listing.

     .    Office Management System: We intend to offer a platform that will
          offer a suite of software products and services which automate
          administrative, financial, clinical and management functions for
          doctors.

     .    Emergency Medical Card (emc911.com): We believe that emc911.com will
          generate an enrollment fee and open avenues for revenue sharing
          arrangements.

     .    Medical Surveys: We intend to host a platform for the benefit of the
          medical industry to conduct medical surveys via the Internet.

     .    Continued Medical Education (CME): We intend to partner with
          institutions offering CME credit, board review courses, and board
          certification to offer online services that will reach larger
          audiences than on-site programs and save doctors time and money, which
          would generate both revenues and members for us.

     .    Advertising: We plan to promote our doctor member base to
          pharmaceutical research and drug manufacturing companies to attract
          companies to enroll doctors in online surveys and clinical drug
          trials. We believe that participating companies would pay us a fee to
          advertise the surveys and drug trials on our web sites.


<PAGE>

Competition

     We compete, directly and indirectly, for members, subscribers, consumers,
content and service providers, advertisers, sponsors and acquisition candidates
with the following categories of companies:

     .    online services or Web sites targeted to the healthcare industry
          generally;

     .    publishers and distributors of traditional offline media, including
          those targeted to healthcare professionals, many of which have
          established or may establish Web sites:

     .    general purpose consumer online services that provides access to
          healthcare-related content and services;

     .    public sector and non-profit Web sites that provide healthcare
          information without advertising or commercial sponsorships: and

     .    vendors of healthcare information, products, and services distributed
          through other means, including direct sales, mail and fax messaging.

     Our competitors have significantly greater resources than us. To be
competitive, we must license leading technologies, enhance our existing services
and content, develop new technologies that address the increasingly
sophisticated and varied needs of healthcare professionals and consumers and
respond to technological advances and emerging industry standards and practices
on a timely and cost-effective basis. We cannot guarantee that we will be
successful in using new technologies effectively or adapting our Web site and
proprietary technology to user requirements or emerging industry standards.

<PAGE>

Principal Suppliers and Sources of Supply

          The Company depends on third parties to provide many of the services
that it offers to its members. These services include medical and national news,
financial information, practice management services, secure messaging services,
video and audio conferencing, and continuing medical education courses.

          The Company intends to enter into additional strategic partnerships
with content providers to provide content for its web site. If the Company is
not able to establish these strategic partnerships or if it is not able to
deliver high quality content, the Company may not be able to attract and
establish a large doctor member base for its web site. In addition, if the
delivery of content or services is interrupted, there could be a delay or
suspension of the offering of these services on the web site. This could have a
material adverse affect on the Company's business, financial condition and
results of operations.

Government Regulation

          The Company does not believe that it currently is subject to direct
government regulation other than regulations that apply to businesses generally.
Few laws currently exist that specifically regulate communications or commerce
over the Internet.  A number of proposals by federal and foreign governments may
lead to laws or regulations concerning various aspects of the Internet,
including the collection of personal information online.  If the United States
or foreign governments adopt legislation protecting user privacy, that
legislation could affect the Company's ability to collect or use personal
information.

          The applicability to the Internet of existing laws is uncertain. If
new laws are adopted or existing laws are applied in an unforeseen manner, it
may decrease the use of the Internet, which would decrease the demand for the
Company's services and increase its cost of doing business.
<PAGE>

     The Company cannot predict the nature of any future laws, regulations,
interpretations or applications, nor can it determine what effect additional
governmental regulations or administrative orders, when and if promulgated,
could have on its business, financial condition and results of operations in the
future.

Employees

     As of December 31, 2001, the Company had twenty-four full-time employees.
Of such employees, ten were engaged in network support, two were engaged in web
site development and programming, five were engaged in marketing, and six were
engaged in administration and management. None of the Company's employees are
covered by a collective bargaining agreement. The Company considers its
relations with its employees to be good.

     The employees are permitted to participate in employee benefit plans of the
Company that may be in effect from time to time, to the extent eligible.

FACTORS INFLUENCING FUTURE RESULTS AND CAUTIONARY STATEMENTS FOR FORWARD-LOOKING
INFORMATION

          The Company has made forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) in this report that are
subject to risks and uncertainties, such as statements about our plans,
objectives, projections, expectations, assumptions, strategies, or future
events. Other written or oral statements, which constitute forward-looking
statements, also may be made from time to time by or on behalf of the Company.
Words such as "may," "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "will," "should," "could," variations of such words, and
similar expressions are intended to identify such forward-looking statements.
Similarly, statements that describe the Company's future plans, objectives, or
goals also are forward-looking statements. These statements are not guarantees
of future performance and are subject to a number of risks, uncertainties, and
other factors, including those discussed below and elsewhere in this report,
that could cause actual results to differ materially from future results,
performances, or achievements expressed or implied by such forward-looking
statements. Consequently, undue reliance should not be placed on these forward-
looking statements. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

          Factors that could cause actual results to differ materially from what
is expressed or forecasted in such forward-looking statements include the
following risk factors:

We have a limited operating history that you can use to evaluate our prospects.

     We were incorporated April 1999. Our merger with Eonnet Technologies was
completed in April 2001. Therefore, we have limited financial and operational
data that you can use to evaluate our business and business prospects. We are
facing new risks and challenges, including a lack of meaningful historical
financial data upon which to plan future budgets, competition from a wide range
of sources, and other risks described below.

We have not achieved profitability and may incur additional losses in the
future.

     We had an accumulated deficit of $4,232,766 as of December 31, 2001. We
incurred net loss of $1.47 million for the year ended December 31, 2001. We
expect to incur additional operating losses and negative cash flows for the
foreseeable future. We will incur direct expenses associated with the
development and deployment of our networking services and the development of
software for web and wireless devices and indirect expenses from promotional
arrangements with physicians and medical students. Additionally, we expect that
our operating expenses will continue to increase significantly as we expand our
management team and sales and marketing operations. Consequently, it is possible
that we may not achieve positive earnings and, if we do achieve positive
earnings, we may not be able to achieve them on a sustainable basis.

Our services are unique and our industry is evolving.

     You should consider our prospects in light of the risks, uncertainties and
difficulties frequently encountered by companies in their early stage of
development.  We cannot guarantee that we will succeed in achieving these goals,
and our failure to do so would have a material adverse effect on our business,
prospects, financial condition and operating results.  To be successful, we
must, among other things:

     develop and introduce functional and attractive service offerings;
<PAGE>

     attract and maintain a large base of physician membership and advertisers;

     increase awareness of our services and develop physician membership and
          consumer loyalty;

     provide desirable services and compelling and original content to our
          membership;

     establish and maintain strategic relationships with distribution partners
          and service and content providers;

     establish and maintain relationships with sponsors and with advertisers and
          their advertising agencies; and

     respond to competitive and technological developments; build an operations
          structure to support our business; and attract, retain and motivate
          qualified personnel.

     Because the market for our VHN is new and evolving, it is difficult to
predict with any certainty the size of this market and its growth rate, if any.
We cannot guarantee that a market for our VHN will develop or that demand for
our services will emerge or be sustainable. If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors, our
business, financial condition and operating results would be materially
adversely affected.

We are unable to accurately forecast our revenues.

     We intend to use a significant portion of the net proceeds from this
offering to fund working capital and marketing. We expect our expenses to
increase significantly in the future as we continue to incur significant sales
and marketing, product development, and administrative expenses. The success of
our business depends on our ability to increase our revenues to offset our
expenses. We cannot guarantee that we will be able to generate sufficient
revenues to offset our operating expenses or the costs of our promotional
packages or subsidies or that we will be able to achieve or maintain
profitability. If our revenues fall short of our projections, our business,
financial condition and operating results would be materially adversely
affected. We may also need to raise additional capital. However, we cannot
guarantee that we will be able to raise additional capital on terms favorable to
us or at all.

Our quarterly financial results may fluctuate significantly.

     We expect our quarterly revenues, expenses and operating results to
fluctuate significantly in the future as a result of a variety of factors, some
of which are outside of our control. These factors include:

     the number of physician members and subscribers and the level of traffic on
          our Web sites;

     our ability to establish and strengthen awareness;

     the addition or loss of service or content providers, advertisers, or
          sponsors on our Web sites;

     our ability to upgrade our Web sites;

     the amount and timing of the costs relating to our marketing efforts or
          other initiatives;

     the timing of contracts with strategic partners and other parties;

     fees we may pay for distribution, service, or content agreements and
          promotional arrangements or other costs we incur as we expand our
          operations;

     the level of acceptance of the Internet by the healthcare industry;

     our ability to compete in a highly competitive market, and the introduction
          of new sites and services by us or our competitors;
<PAGE>

     technical difficulties, system downtime, undetected software errors and
          other problems affecting the Internet generally or the operation of
          our Web sites; and

     economic conditions specific to the Internet and online media and general
          economic conditions.

     Due to the foregoing factors, we believe that quarter to quarter
comparisons of our operating results are not a good indication of our future
performance.

Our virtual health network may not achieve sufficient market acceptance.

     Our virtual health network is intended to facilitate and streamline
interactions among the myriad participants in the healthcare industry. We
anticipate that our VHN will enable the secure exchange of information among
disparate healthcare information and support a broad range of healthcare
transactions, including medical billing and claim processing, transcription,
wireless prescription writing, coding, online referrals, authorizations,
personal dynamic web portals, review boards, secure messaging and scheduling. We
cannot guarantee that participants in the healthcare industry will accept the
VHN, or even the Internet, as a replacement for traditional sources of these
services. Market acceptance of a VHN will depend upon continued growth in the
use of the Internet generally and, in particular, as a source of administrative,
communications and information services for the healthcare industry.

     The Internet may not prove to be a viable channel for these services due to
inadequate development of the necessary infrastructure, such as reliable network
backbones, or complementary services, such as high speed modems and security
procedures for the transmission of confidential healthcare information,
implementation of competing technologies, delays in the development or adoption
of new standards and protocols required to handle increased levels of Internet
activity, governmental regulation or other reasons.

     The acceptance of a VHN for administrative, communications, and information
services by healthcare professionals will require a broad acceptance of new
methods of conducting business and exchanging information. Our future financial
success will depend upon our ability to attract and retain physician membership
and sell networking services, advertising, and sponsorships on our Web site. The
failure of a VHN to achieve market acceptance would have a material adverse
effect on our business, financial condition and operating results.

We may not be able to maintain and strengthen our VHN in the E-Health
marketplace.

     In order to increase our member and subscriber base of healthcare
professionals and expand our online traffic, we must establish, maintain, and
strengthen the recognition VHN in the E-Health marketplace. For us to be
successful in establishing our network:

     healthcare professionals must, among other things, perceive us as offering
          quality, cost-effective administrative, communications and information
          services;

     healthcare consumers must, among other things, perceive us as offering
          relevant, reliable healthcare information from trustworthy sources;
          and

     medical suppliers, pharmaceutical companies and other vendors to the
          healthcare community must, among other things, perceive our Web site
          as an effective marketing and sales channel for their products and
          services.

     Our business could be materially adversely affected if our marketing
efforts are not productive or if we cannot increase our awareness in the
marketplace. Further, our Web sites will be more attractive to healthcare
advertisers if we have a large subscriber membership base with demographic
characteristics that advertisers perceive as favorable. Therefore, we intend to
introduce additional or enhanced services in the future in an effort to retain
our current subscribers and attract new subscribers. Our reputation could be
adversely affected if we experience difficulties in introducing new services, if
these services are not accepted by our subscriber membership, if we are required
to discontinue existing services, or if our services do not function properly.
<PAGE>

We may experience difficulty in integrating our recent merger.

     In April 2001, we completed a merger with Eonnet Technologies, Inc. and we
changed our name to Eonnet Media, Inc.  Our success depends in part on our
ability to integrate the technologies, service offerings, operations and systems
of these companies and grow the business. Potential challenges to the successful
integration include:

     our ability to market and sell our services to users;

     centralization and consolidation of financial, operational, and
          administrative functions;

     elimination of unnecessary costs;

     the technological integration of the each companies' services; and

     the integration of each company's personnel.

     We believe that the process of integrating may be complex and will place
significant demands on our management, technical, financial and other resources.
We cannot guarantee that there will be a successful integration of our
operations at all. We also cannot guarantee that the merger will result in
sufficient sales or earnings to justify the merger or that any synergies will
develop. The successful integration of the companies is critical to our future
success.

We depend on our distribution partners.

     A principal element of our network, web and wireless solutions is the
establishment and maintenance of strategic distribution relationships with other
companies. We have entered into distribution relationships with several
companies, and we intend to enter into additional relationships in the future.
We have granted exclusive rights to market our software in certain markets,
including the infertility, obstetrics, gynecology, cardiology, orthopaedics,
cardiothoracic and medical supply markets. We have also agreed not to market our
software through certain competitors of our strategic partners. We formed our
existing relationships recently, and they have not yet produced significant
revenues.

     Although we view our distribution relationships as a key factor in our
overall business strategy, our distribution partners may not view their
relationships with us as significant to their own business, and they may
reassess their commitment to us or decide to compete directly with us in the
future. We generally do not have agreements that prohibit our distribution
partners from competing against us directly or from contracting with our
competitors. We cannot guarantee that any distribution partner will perform its
obligations as agreed or contemplated or that we would be able to specifically
enforce any distribution agreement. Our arrangements with our distribution
partners generally do not establish minimum performance requirements, but
instead rely on the voluntary efforts of our distribution partners. Therefore,
we cannot guarantee that these relationships will be successful.

We depend on our content providers.

     We rely on independent content providers for the majority of the clinical,
educational, and other general healthcare information that is provided through
our VHN. We have entered into strategic relationships with several companies to
obtain content for our VHN, and we intend to enter into additional relationships
in the future. Our success depends significantly on our ability to maintain our
existing relationships with these content providers and to build new
relationships with other content providers. Our agreements with content
providers are short-term and non-exclusive. Termination of one or more
significant content provider agreements would decrease the availability of
healthcare-related news and information which we can offer our subscribers and
consumers and could have a material adverse effect on our business, financial
condition and operating results.

     Due to the non-exclusivity of our agreements with content providers,
competitors offer, or could offer, content that is similar or the same as ours.
To the extent that content providers, including but not limited to our current
providers, offer information to users or our competitors at a lower cost, our
business, financial condition and operating results could be materially
adversely affected. In addition, we depend on the abilities of our content
providers to deliver high quality content from reliable sources and to
continually
<PAGE>

upgrade their content in response to member and consumer demand and evolving
healthcare industry trends. Any failure by these parties to develop and maintain
high quality, attractive content could result in member and consumer
dissatisfaction, could inhibit our ability to add new members and consumers and
could dilute our VHN, each of which could have a material adverse effect on our
business, financial condition and operating results.

We face competition and risks associated with technological change.

     We compete, directly and indirectly, for members, subscribers, consumers,
content and service providers, advertisers, sponsors and acquisition candidates
with the following categories of companies:

     .    online services or Web sites targeted to the healthcare industry
          generally;

     .    publishers and distributors of traditional offline media, including
          those targeted to healthcare professionals, many of which have
          established or may establish Web sites;

     .    general purpose consumer online services that provide access to
          healthcare-related content and services;

     .    public sector and non-profit Web sites that provide healthcare
          information without advertising or commercial sponsorships; and

     .    vendors of healthcare information, products, and services distributed
          through other means, including direct sales, mail and fax messaging.

     Our competitors have significantly greater resources than us.  To be
competitive, we must license leading technologies, enhance our existing services
and content, develop new technologies that address the increasingly
sophisticated and varied needs of healthcare professionals and consumers and
respond to technological advances and emerging industry standards and practices
on a timely and cost-effective basis. We cannot guarantee that we will be
successful in using new technologies effectively or adapting our Web site and
proprietary technology to user requirements or emerging industry standards.

We may not be able to prevent Internet security breaches.

     The difficulty of securely transmitting confidential information over the
Internet has been a significant barrier to conducting electronic commerce and
engaging in sensitive communications over the Internet. We rely on browser-
level encryption, authentication and certificate technologies, all of which are
licensed from third parties, to provide the security and authentication
necessary to effect secure transmission of e-mail. However, we cannot guarantee
that advances in computer capabilities, new discoveries in the field of
cryptography or other events or developments will not result in a compromise or
breach of our security measures. A party who is able to circumvent our security
measures could misappropriate proprietary information or confidential
communications or cause interruptions in our operations. We may be required to
spend significant capital and other resources to protect against the threat of
such security breaches or to alleviate problems caused by such breaches.

     Any well-publicized compromise of Internet security could deter people from
using the Internet or from conducting transactions that involve transmitting
confidential information, including confidential healthcare information. To the
extent that our activities or the activities of third party contractors involve
the storage and transmission of confidential information, such as patient
records or credit information, security breaches could expose us to claims,
litigation or other possible liabilities. Our inability to prevent security
breaches would have a material adverse effect on our business, financial
condition and operating results.

We may experience system failures.

     To succeed, we must be able to operate our Web site 24 hours a day, seven
days a week, without interruption. Almost all of our communications and
information services are provided through our service and content providers. We
do not maintain redundant systems or facilities for our services. To operate
without interruption, our service and content providers must guard against:
damage from fire, power loss and other natural disasters; communications
failures; software and hardware errors, failures or crashes;
<PAGE>

security breaches, computer viruses and similar disruptive problems; and other
potential interruptions. We have experienced periodic system interruptions in
the past, and we cannot guarantee that they will not occur again. Any
significant interruptions in our services or an increase in response time could
result in a loss of potential or existing members and consumers, strategic
partners or advertisers and sponsors and, if sustained or repeated, could reduce
the attractiveness of our Web site to such parties.

     Although we maintain insurance for our business, we cannot guarantee that
our insurance will be adequate to compensate us for all losses that may occur or
to provide for costs associated with business interruptions. Our Web site may be
required to accommodate a high volume of traffic and deliver frequently updated
information. Our Web site may experience slower response times or system
failures due to increased traffic on our site or for a variety of other reasons.
We also depend on content providers to provide information and data feeds on a
timely basis. Our Web site could experience disruptions or interruptions in
service due to the failure or delay in the transmission or receipt of this
information. In addition, our subscribers and consumers depend on ISPs, OSPs and
other Web site operators for access to our Web site. Each of them has
experienced significant outages in the past and could experience outages, delays
and other difficulties in the future due to system failures unrelated to our
systems. Moreover, the Internet infrastructure may not be able to support
continued growth in its use. Any significant interruption in our operations
could have a material adverse effect on our business, financial condition and
operating results.

We could be liable for information retrieved from our web site.

     We may be subject to third party claims for defamation, negligence,
copyright or trademark infringement or other theories based on the nature and
content of information supplied on our Web site by us or third parties,
including our content providers, medical advisors or users. These types of
claims have been brought, sometimes successfully, against online services in the
past. We could be subject to liability with respect to content that may be
accessible through our Web site or third party Web sites linked from our Web
site. For example, claims could be made against us if material deemed
inappropriate for viewing by children could be accessed through our Web site or
if a subscriber or consumer relies on healthcare information accessed through
our Web site to their detriment. Even if such claims do not result in liability
to us, we could incur significant costs in investigating and defending against
such claims and in implementing measures to reduce our exposure to such
liability. Our insurance may not cover potential claims of this type or may not
be adequate to cover all costs incurred in defense of potential claims or to
indemnify us for all liability that may be imposed.

We are subject to government regulation and legal uncertainties.

     There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as online content, user privacy,
pricing and characteristics and quality of products and services. For example,
although it was held unconstitutional, the Communications Decency Act of 1996
prohibited the transmission over the Internet of certain types of information
and content. In addition, several telecommunications carriers are seeking to
have telecommunications over the Internet regulated by the Federal
Communications Commission (the "FCC") in the same manner as other
telecommunications services. Because the growing popularity and use of the
Internet 22 has burdened the existing telecommunications infrastructure in many
areas, local exchange carriers have petitioned the FCC to regulate ISPs and OSPs
in a manner similar to long distance telephone carriers and to impose access
fees on the ISPs and OSPs. Internet user privacy has become an issue both in the
United States and abroad. Current United States privacy law consists of a few
disparate statutes directed at specific industries that collect personal data,
none of which specifically covers the collection of personal information online.

     We cannot guarantee that the United States or foreign nations will not
adopt legislation purporting to protect such privacy. Any such legislation could
affect the way in which we are allowed to conduct our business, especially those
aspects that involve the collection or use of personal information, and could
have a material adverse effect on our business, financial condition and
operating results. Moreover, it may take years to determine the extent to which
existing laws governing issues such as property ownership, libel, negligence and
personal privacy are applicable to the Internet.

     Currently, we do not believe that our operations are regulated by any
healthcare agency. However, with regard to healthcare issues on the Internet,
the recently enacted Health Insurance Portability and
<PAGE>

Accountability Act of 1996, mandated the use of standard transactions, standard
identifiers, security and other provisions by the year 2000. It is necessary for
our platform and for the applications that we provide to be in compliance with
the regulations. Congress is also likely to consider legislation that would
establish uniform, comprehensive federal rules about an individual's right to
access his own or someone else's medical information. This legislation would
likely define what is to be considered "protected health information" and
outline steps to ensure the confidentiality of this information. The proposed
Health Information Modernization and Security Act would provide for establishing
standards and requirements for the electronic transmission of health
information.

We are dependent on our key personnel.

     Our future success depends in part on our ability to attract and retain
highly qualified technical, sales, customer service and managerial personnel.
Competition for such personnel is intense, and we cannot guarantee that we will
be able to attract or retain a sufficient number of highly qualified employees
in the future. If we are unable to hire and retain personnel in key positions,
our business, financial condition and operating results could be materially
adversely affected.

Item 2. PROPERTIES.

     We lease approximately 1,800 square feet of office space for our executive
offices and our operations in Largo, Florida. These offices are located at
facilities located at 6925 112th Circle North, Suite 101, Largo, Florida, 33773.
The lease expired on January 31, 2001, and we have been leasing the property on
a month-to-month basis and is renewable by us for an additional one-year term.
The monthly lease payments are $1,200. We also lease approximately 2,500 square
feet of office space for our development and marketing operations in Pittsburgh,
Pennsylvania. The offices are located at facilities located at 367 Mansfield
Avenue, Pittsburgh, Pennslyvania 15220. The lease was entered into during
January 2001 and expires
<PAGE>

during December 2006. The monthly lease payments are $ 3,500. The property is
owned by Sherman International Corporation, which is owned by the parents of
Vikrant Sharma, our Chief Executive Officer.

     As of December 31, 2000, the Company had property and equipment, net of
accumulated depreciation, in the approximate amount of $196,940.

Item 3. LEGAL PROCEEDINGS.

     On September 25th 2001, JH Technical Services Inc. filed for suit against
Eonnet Technologies Inc., our wholly owned subsidiary, for a disputed amount of
$104,501, plus interest at the rate of 1.5% per month. JH Technical Services
Inc. provided temporary technical support personnel to Eonnet Technologies Inc.
beginning in August 1999 through February 2000.  On October 24th, 2001, Eonnet
Technologies Inc. filed a reply disputing the amount of claim and interest rate
stated by JH Technical Services Inc.

     In October 2000, we hired PSINet, Inc. to provide managed web services and
equipment necessary to the operation of our websites. Pursuant to the contract,
PSI was to provide services and equipment for two years valued at $2,400,000 in
exchange for approximately 244,444 shares of our common stock. The actual number
of shares to be issued was to be determined quarterly based on PSINet's standard
billing rates divided by $9.74 per share. The contract contains provisions that
protect PSINet from dilution including rights of first offer, co-sale rights,
and the right to purchase preferred stock.  In addition, the share value used in
the calculation of the number of shares to be issued is subject to adjustment
for the sale of shares at lower prices.  In May 2001, PSINet filed for
bankruptcy.  In August 2001, PSINet submitted to us invoices totaling $1,001,518
for services rendered between September 2000 and September 2001.  We believe
PSINet has not provided the services required by the contract and is disputing
all amounts charged by PSINet, as well as its right to receive shares of our
common stock, anti-dilution rights, right of first offer and co-sale rights
pursuant to the terms of the contract. Approximately $65,000 has been accrued as
management's estimate of the value of services provided.

     From June through August 1999, we sold 41,667 shares of common stock to
investors at $18.00 per share, for gross proceeds of $750,000.  The shares were
sold to a limited number of investors in a private placement that was not
registered under the federal securities laws. For federal securities law
purposes, however, the private placement and the our proposed free share
offering were considered a single offering and the exemption from registration
that we  relied on in making the private placement was not available. Therefore,
we offered each investor in the private placement the right to resell their
shares to us and receive a refund of the price paid by them of $18 per share.
The private placement investors' right to sell their shares to us began on
August 14, 1999 and expired on August 25, 2000.  Two investors initially
accepted our offer to resell their 1,944 shares to us and received total refund
of the $35,000 purchase price. Subsequently, 11 additional investors with a
total of 7,500 shares accepted our offer to resell their shares to us for a
total amount of $135,000.  As we were not in a position to pay cash to these
investors, we issued them promissory notes payable in the aggregate amount of
$135,000, which bear interest at a rate of 8% per annum. These notes will be
repaid from the net proceeds of this offering. These notes are recorded as a
liability in our financial statements.

     The Company is in default under its capital lease with Dell Financial
Services. As of December 31, 2001, the principal balance due under the lease was
approximately $41,000. The lessor has the right to repossess the equipment or
accelerate the lease payments. The Company is attempting to negotiate a buyout
of the lease, but there is no assurance that the Company will be successful in
its negotiations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       None.


                                    PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There is currently no established trading market for the common stock of
the Company, and the shares are not presently listed.

     As of April 12, 2002, there were approximately 95 stockholders of the
Company's common stock.
<PAGE>

       HisTorically, the Company has not declared or paid any cash dividends on
the common stock.  It currently intends to retain any future earnings to fund
the development and growth of its business.  Any future determination to pay
dividends on the common stock will depend upon the Company's results of
operations, financial condition and capital requirements, or other contractual
arrangements and such other factors deemed relevant by the Company's Board of
Directors.

Recent Sales of Unregistered Securities

            Within the past three years, we issued the following securities
which were not registered under the Securities Act of 1933. All share and dollar
numbers are adjusted for the registrant's January 27, 2001 one for 18 reverse
stock split.

       (2)  In May 1999, we issued an aggregate of 1,250,000 shares of its
            common stock, at a price of $.18 per share, to accredited investors
            in a private placement exempt from registration under Rule 506 of
            Regulation D of the Securities Act of 1933.

       (3)  From June through August 1999, we sold 41,667 shares of common stock
            to investors at $18.00 per share, for gross proceeds of $750,000.
            The shares were sold to a limited number of investors in a private
            placement that was not registered under the federal securities laws.
            For federal securities law purposes, however, the private placement
            and the our proposed free share offering were considered a single
            offering and the exemption from registration that we relied on in
            making the private placement was not available. Therefore, we
            offered each investor in the private placement the right to resell
            their shares to us and receive a refund of the price paid by them of
            $18 per share. The private placement investors' right to sell their
            shares to us began on August 14, 1999 and expired on August 25,
            2000. Two investors initially accepted our offer to resell their
            1,944 shares to us and received total refund of the $35,000 purchase
            price. Subsequently, 11 additional investors with a total of 7,500
            shares accepted our offer to resell their shares to us for a total
            amount of $135,000. As we were not in a position to pay cash to
            these investors, we issued them promissory notes payable in the
            aggregate amount of $135,000, which bear interest at a rate of 8%
            per annum. These notes will be repaid from the net proceeds of this
            offering.

       (4)  In July 2000, we issued an aggregate of $225,000 in convertible
            demand notes payable, to accredited investors in a private placement
            exempt from registration under Rule 506 of Regulation D of the
            Securities Act of 1933. Interest on the notes is payable quarterly,
            commencing November 1, 2000, at a rate of 8% per annum. Principal on
            the notes is payable on demand, but the notes are subordinated to
            all future debt to any lending institution. The notes are
            convertible into common stock at a conversion rate of $1.00 per
            share. The notes are convertible at the option of the note holders.
            There are no prepayment penalties on the notes.

       (5)  In December 2000, we issued an aggregate of 137,037 shares of common
            stock to various former shareholders of EMC, in exchange for the
            purchase of 740,000 shares of their stock in EMC.

       (6)  On December 31, 2000, we offered 170,833 shares of common stock to
            certain of our shareholders at $.306 per share. We accepted
            subscriptions for 121,667 shares of common stock on July 1, 2001,
            from certain of our existing shareholders at a price equal to $.306
            per share.

       (7)  On December 31, 2000, we issued 166,944 shares of common stock to
            various individuals and companies as compensation for services
            performed. The aggregate value of these services was $51,085, or
            .306 per share.

       (8)  On July 1, 2001, we amended its agreement with Foley & Lardner, its
            counsel, to issue an additional 46,411 for previous services
            performed for us, in addition to the 22,222 shares issued to Foley &
            Lardner on December 31, 2000. The value of these additional services
            provided by Foley & Lardner was $193,200.
<PAGE>

       (9)  On April 9, 2001, in connection with our acquisition of Eonnet
            Technologies, Inc., we issued 1,000,000 shares of common stock to
            the shareholders of Eonnet Technologies, Inc.

       (10) On February 4, 2002, in connection with a consulting agreement with
            Thomas Vickers Investments we issued 26,000 shares of common stock
            in exchange for the consultant's agreement to perform services for
            us valued at $149,500.

       None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions or any public offering, and the Company
believes that each transaction was exempt from the registration requirements of
the Securities Act under Rule 506 of Regulation D of the Securities Act of 1933.
The recipients in such transactions represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were affixed to the share
certificates and instruments issued in such transactions. All of the recipients
had adequate access to information about the Company.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Overview

       The Company had generated revenues of $1,368,920 during the period ending
December 31, 2001.  In order to fund operations through December 31, 2001, the
Company also relied on funding raised from loans from key shareholders.

       Sales consist primarily of revenues from computer network sales and
services. Additional sales consist of fees and commissions from web application
development, server co-location and advertisements on the Company's web site.

       Operating expenses include advertising and promotional costs, payroll and
related taxes, web site expense, legal and professional fees, other operating
expenses and depreciation expense.  Other income (expense) consists of interest
income associated with cash maintained in a money market fund and interest
expense associated with borrowings to finance capital equipment expenditures and
other working capital needs.

Results of Operations

YEAR ENDED DECEMBER 31, 2001

       Sales. Sales were $1,368,920 for the year ended December 31, 2001
compared to $20,670 for the year ended December 31, 2000. The increase was
attributable to the consolidation of sales from Eonnet Technologies, Inc. Sales
consisted of computer hardware, software, and computer related services.

       Cost of Goods Sold:  Cost of Goods Sold were $746,601 for the year ended
December 31, 2001as compared to $0 for the year December 31, 2000.  The increase
was attributable to the operations of Eonnet Technologies, Inc.  The Cost of
Goods Sold includes the costs for hardware, software, and technical salaries
such as network engineers and web programmers.

       Other operating expenses (selling, general and administrative expenses).
Other operating expenses were $1,096,572 for the year ended December 31, 2001 as
compared to $1,581,939 for the year ended December 31, 2000.  The decrease was
due to a reduction in administrative salaries and marketing spending.

       Other expenses, net.  Other expenses, net of interest income was $996,408
for the year ended December 31, 2001 as compared to $4,052 for the year ended
December 31, 2000.  The increase in expense is attributable mainly to the
impairment of goodwill of $59,291 and expense acquired in process research and
development of $885,422.

       Income taxes.  The Company has no income tax provision for the period
presented due to its net operating loss.  The net operating loss may be carried
forward for up to 20 years.  As such, the Company
<PAGE>

does not anticipate any liability for income taxes for the year ended December
31, 2000. See Note 2 to financial statements.

       Management believes that there was no material effect on operations or
the financial condition of the Company as a result of inflation in 2001.

Liquidity and Capital Resources

       The Company has primarily financed its operations through the sale of
equity securities issued by the Company and loans from existing shareholders and
officers. The Company had a working capital deficit of $1,900,774 at December
31, 2001. The Company estimates that it will need additional funds for on-going,
marketing, promotions, and for general working capital purposes over the next 12
months, including the Company's plans to hire additional full time management
personnel and acquire additional office space.

       Net cash used in operating activities was $112,357 during the period
ended December 31, 2001. The usage of cash is primarily attributable to the net
operating loss of $ 474,253 offset by the write off of impairment of goodwill of
$59,291 and expense acquired in process research and development of $885,422. as
well as an increase in other current assets of $11,256, partially offset by an
increase in accounts payable of 201,891, an increase in accrued expenses of
$71,123, an increase in compensation paid with stock of $622. During the year
ending December 31, 2001, the Company generated revenues of $ 1,368,920 from
sales of hardware, software, and computer related services. During 2002,
management expects that the Company will continue to generate revenues through
sales of hardware, software, and services. The management also expects revenues
through advertising and sponsorships, and fees and commissions on transactions
and sales occurring through its web site, which will have future positive cash
effects in its operating activities.

       Net cash used in investing activities was $53,786 during the year ended
December 31, 2001, representing the purchase of the minority interest in our
subsidiary, property and equipment.

       Net cash provided by financing activities was $503 during the year ended
December 31, 2001, representing proceeds from related party loans of $30,000,
proceeds from loan of $49,640, proceeds from stock subscriptions collected of
$37,654 and proceeds from bank overdraft of $22,894, partially offset by
repayments of related party loans of $12,000, payment of notes payable and long
term debt of $17,968, payments on capital leases of $4,170, and deferred payment
of IPO expenses of $105,547.

       From June through August 1999, 750,000 pre-split shares of common stock
of the Company were sold to accredited investors at $1.00 per share, for gross
proceeds of $750,000. Proceeds were used for general working capital purposes.
The shares were sold to a limited number of investors in a private placement
that was not registered under the federal securities laws. For federal
securities law purposes, however, the private placement and the free share
offering may be considered a single offering. If considered a single offering,
the exemption from registration that the Company relied on in making the private
placement would not be available and the private placement would not be exempt
from registration under the federal securities laws. Because of that
possibility, the Company has offered to each investor in the private placement
the right to resell their shares to the Company and receive a refund of the
price paid by them of $1 per share.

       The private placement investors' right to sell their shares to the
Company began on August 14, 1999 and expired on August 25, 2000. As of June 30,
2000, two investors accepted the Company's offer to resell their 35,000 pre-
split shares and received total refund of the $35,000 purchase price. As of the
expiration date of August 25, 2000, eleven additional investors with a total of
135,000 pre-split shares had opted to rescind for a total amount of $135,000.
The Company is not in a position to pay cash to these investors and has
therefore issued promissory notes payable in the aggregate amount of $135,000,
which bear interest at a rate of 8% per annum. These notes are payable when the
Company completes it next debt or equity financing with proceeds of at least
$500,000. These notes are recorded as a liability under the caption due to
purchasers of common stock.

       In July 2000, the Company issued an aggregate of $225,000 in convertible
demand notes payable, to accredited investors in a private placement exempt from
registration under Rule 506 of Regulation D of
<PAGE>

the Securities Act of 1933. Interest on the notes is payable quarterly,
commencing November 1, 2000, at a rate of 8% per annum. Principal on the notes
is payable on demand, but the notes are subordinated to all future debt to any
lending institution. The notes are convertible into common stock of the Company
at a conversion rate of $1.00 per share (pre-split shares). The notes are
convertible at the option of the note holders. There are no prepayment penalties
on the notes.

     In DecemBer 2000, the Company issued an aggregate of 137,037 shares of
common stock of the Company to various shareholders of EMC, in exchange for the
purchase of 740,000 shares of their stock in EMC.  In addition, the Company
issued loans payable to previous investors in EMC in the aggregate amount of
$131,750, for the Company's purchase of EMC shares from these investors.  The
Company has also recorded a liability under the caption loans payable in the
aggregate amount of $50,625 for amounts due to previous EMC investors for the
Company's purchase of EMC shares from these investors.  These investors were
paid in 2001.

     On December 31, 2000, the Company issued 170,833 shares of common stock of
the Company to certain existing shareholders of the Company at $.306 per share
in exchange for subscriptions receivable totaling $52,275.

     On December 31, 2000, the Company issued 166,944 shares of common stock of
the Company to various individuals and companies as compensation for services
performed.  The aggregate value of these services was $51,085.

     On July 1, 2001, the Company amended its agreement with Foley & Lardner,
its counsel, to issue an additional 46,411 for previous services performed for
us, in addition to the 22,222 shares issued to Foley & Lardner on December 31,
2000.  The value of these additional services provided by Foley & Lardner was
$193,200.

     On April 9, 2001, in connection with our acquisition of Eonnet
Technologies, Inc., we issued 1,000,000 shares of common stock to the
shareholders of Eonnet Technologies, Inc.

     On February 4, 2002, in connection with a consulting agreement with Thomas
Vickers Investments we issued 26,000 shares of common stock in exchange for the
consultant's agreement to perform services for us valued at $149,500.

     The Company's financial statements have been prepared assuming that it will
continue as a going concern. The Company's losses from operations since its
inception raise substantial doubt as to its ability to continue as a going
concern. In addition, the Company may need to raise additional capital to fund
operations.

     Management believes that cash expected to be generated from operations,
current cash reserves, and existing financial arrangements will not be
sufficient for the Company to meet its capital expenditures and working capital
needs for its operations as presently conducted. The Company's future liquidity
and cash requirements will depend on a wide range of factors, including expected
results from operations as revenues are generated. In particular, as the Company
does not expect cash flows from operations to be sufficient in the next twelve
months, the Company plans to raise capital through an initial public offering.
There can be no assurance that an initial public offering will be completed or,
if completed, such proceeds would be sufficient to meet the Company's financial
need in the next twelve months.

The Company filed an amended registration statement with the Securities and
Exchange Commission (SEC) for an initial public offering of its common stock on
February 12, 2002.  The registration statement is for a firm commitment public
offering of 1 million shares at a price of $5.75 per share plus 200,000 free
shares for qualified members of its medical website Doctorsurf.com.  The shares
will be listed on the American Stock Exchange under the symbol "EOI".  The
managing underwriter for this offering is View Trade Securities at 7280 West
Palmetto Park Road, Suite #210, Boca Raton, FL  33433.

Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See financial statements following Item 13 of this Annual Report on Form
10-KSB.
<PAGE>

Item 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

     On March 13, 2002, the Company engaged Stark Winter Schenkein & Co., LLP as
the Company's independent auditors for the year ended December 31, 2001,
replacing the firm of BBK.  The change was approved by the Company's audit
committee.

     On March 12, 2002, Brimmer, Burek & Keelan LLP ("BBK") declined to stand
for reappointment as the Company's independent auditors because BBK determined
it was not independent with respect to the 2001 year-end audit, due to the
nonpayment of prior year fees.

     BBK's audit report on the financial statements of the Company as of
December 31, 2000 and for the period from May 14, 1999 (date of inception) to
December 31, 2000 expressed an unqualified opinion and included an explanatory
paragraph related to the Company's ability to continue as a going concern.

     The Company believes there were no disagreements with BBK within the
meaning of Instruction 4 to Item 304 of Regulation S-K on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure in connection with the audit of the Company's financial
statements for the period from May 14, 1999 (date of inception) to December 31,
2000 or for any subsequent interim period, which disagreements if not resolved
to their satisfaction would have caused BBK to make reference to the subject
matter of the disagreements in connection with its report.

     During the period from May 14, 1999 (date of inception) to December 31,
2000 and through the present, there have been no reportable events (as defined
in Item 304(a)(1)(v) of Regulation S-K) of the type required to be disclosed by
that section. The Company has not consulted with any other independent auditors
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter that
was either the subject matter of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K).

     A letter of BBK addressed to the Securities and Exchange Commission was
included as Exhibit 16 to Form 8-K dated March 13, 2002.  Such letter states
that such firm agrees with the statements made by the Company in Item 4 to Form
8-K dated March 13, 2002.

     On February 20, 2001, the Company engaged Brimmer, Burek & Keelan LLP as
the Company's auditors for the year ended December 31, 2000, replacing the firm
of Deloitte & Touche LLP, which served as the Company's independent auditors for
the period from May 14, 1999 (date of inception) to December 31, 1999.  The
change was approved by the Company's audit committee.

     The report of Deloitte & Touche LLP for the period from May 14, 1999 (date
of inception) to December 31, 1999 expressed an unqualified opinion and included
an explanatory paragraph related to the Company's ability to continue as a going
concern.

     The Company believes there were no disagreements with Deloitte & Touche LLP
within the meaning of Instruction 4 to Item 304 of Regulation S-K on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure in connection with the audit of the Company's
financial statements for the period from May 14, 1999 (date of inception) to
December 31, 1999 or for any subsequent interim period preceding July 17, 2000
(date of resignation), which disagreements if not resolved to their satisfaction
would have caused Deloitte & Touche LLP to make reference to the subject matter
of the disagreements in connection with its report.

     During the period from May 14, 1999 (date of inception) to December 31,
1999 and through July 17, 2000 (date of resignation), there have been no
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) of the
type required to be disclosed by that section.  The Company has not consulted
with Brimmer, Burek & Keelan LLP or any other independent auditors regarding
either (i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements; or (ii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or a reportable event (as defined
in Item 304(a)(1)(v) of Regulation S-K).
<PAGE>

     A letter of Deloitte & Touche LLP addressed to the Securities and Exchange
Commission was included as Exhibit 16 to Form 8-K/A dated August 8, 2000.  Such
letter states that such firm agrees with the statements made by the Company in
Item 4 to Form 8-K/A dated August 8, 2000.

                                   PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The following are the names and certain information regarding the current
Directors and Executive Officers of the Company:

<TABLE>
<CAPTION>

     Name                                    Age                  Position                                       Director Since
     ----                                    ---                  --------                                       --------------
<S>                                          <C>                 <C>                                             <C>

Vikrant Sharma                               30                   Chief Executive Officer and Director                 2001

Rakesh K. Sharma, M.D.                       43                   President, Secretary and Director,                   1999
                                                                  And Chairman, Medical Advisory Council

Jugal K. Taneja                              56                   Consultant and Director                              1999

Paul D. White                                31                   Chief Operating Officer and Vice Pesident            NA

George L. Stuart, Jr.                        54                   Director                                             2000

Roshan Shikarpuri                            42                   Director                                             2002

Robert C. Vaughan                            66                   Director                                             2002
</TABLE>

     All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors.  Officers are elected
annually by the Board of Directors and, subject to existing employment
agreements, serve at the discretion of the Board.

Background of Executive Officers and Directors

     Vikrant Sharma has served as our Chief Executive Officer since January
2001.  Mr. Sharma founded Eonnet Technologies, Inc. in 1998 and has served as
the Chief Executive Officer Eonnet Technologies, Inc. since 1998.  Prior to
that, Mr. Sharma, for five years, served as the President and Project Manager at
Sherman International Corporation, a supplier of iron and steel equipment in the
global marketplace.  Mr. Sharma holds a Bachelors Degree in Electrical
Engineering from The Case Western Reserve University.

     Rakesh K. Sharma, M.D. served as our President and Secretary from our
inception until November 30, 2001, and has served on our Board of Directors
since our inception.  He also serves as Chairman of our Medical Advisory
Council.  Dr. Sharma has been a cardiologist and a member of the medical staffs
of several hospitals in the Tampa Bay, Florida area, for the past six years.
Since July 1999, he has also served as a senior partner and a director of The
Heart & Vascular Institute of Florida.  Dr. Sharma has also served on the Board
of Directors of AACIO (American Association of Cardiologists of Indian Origin)
since November 2000.  Dr. Sharma has been on the Board of Directors of Dynamic
Health Products, Inc., a distributor of dietary supplements and over-the-counter
drugs, since March 1999.

     Paul D. White was a founder of Eonnet Technologies Inc. and has served as
its Vice President and Chief Operating Officer since its inception in December
1998.  In April 2001, he became our Chief Operating Officer and a Vice
President.  From June 1996 to December 1998, he was an independent consultant
specializing in systems integration and project management.  From January 1994
to June 1996, he was the Operations Manager for TCI Media Services and had
principal roles in streaming digital commercial insertion technology.  He has
ten years of experience in the software, telecommunications and systems
integration industries in technology operations management, project management,
engineering and
<PAGE>

systems consulting positions. Mr. White holds a Bachelor of Science degree in
Information Sciences from Robert Morris College.

     Jugal K. Taneja is a consultant to us and has served on our Board of
Directors since our inception.  From November 1991 until December 1998, Mr.
Taneja served as the Chairman of the Board and as Chief Executive Officer of
NuMED Home Health Care, Inc., a provider of home health care services and
contract staffing of health care employees.  From June 1993 until March 1998, he
was also the Chief Executive Officer of National Diagnostics, Inc., a provider
of medical diagnostic services.  NuMED and National Diagnostics, Inc., are
publicly traded companies.  Mr. Taneja was Chairman of the Board of DrugMax.com,
Inc., a public company engaged in e-commerce, from March 1997 until November
1999 and serves as Chairman of the Board and CEO of that company since October
2000.  In addition, Mr. Taneja is currently serving as the Chairman of the Board
of Go2Pharmacy, Inc., a public company that manufactures and packages health
products and nutritional supplements and is also serving as Chairman of the
Board of Dynamic Health Products, Inc., a distributor of dietary supplements and
over-the-counter drugs.  He has held that position since Dynamic's inception in
January 1998.

     George L. Stuart, Jr. served as our Chief Executive Officer from December
1999 until September 2000.  In addition, since December 1999, Mr. Stuart has
served as a Director.  From July 1997 to December 1999 Mr. Stuart was Vice
President and Director of Leapfrog Smart Products, Inc., a high-technology smart
card development company in Orlando, Florida. From January 1995 to July 1997,
Mr. Stuart was a partner in Stuart/Cloud Enterprises, a government relations
business development and organizational consulting firm in Tallahassee, Florida.
From January 1991 to January 1995, Mr. Stuart served as the Secretary and Chief
Executive Officer of the State of Florida's Department of Business and
Professional Regulation.  Mr. Stuart holds a B.A. degree in Economics from the
University of Florida and an M.B.A. degree from Harvard University's Graduate
School of Business.

     Roshan Shikarpuri, was elected to serve as a member of our Board of
Directors on February 10, 2002.  Mr. Shikarpuri is a managing partner in a
public accounting firm in Florida, and served in that capacity for more than the
last five years.  He has served hundreds of clients and consulted on various
special engagements including IRS audit appeals and representations, mergers and
acquisitions, business formations and restructurings, and estate and trust
management.  He has three degrees from Florida State University and has taught
various accounting classes at University of South Florida and University of
Virginia and trained auditors at U.S. Inspectors General's office in Washington
D.C.  In addition to many governmental and non-profit agencies, Mr. Shikarpuri
also serves as a Director/Consultant forTrans Am Inc, a leading airline
consolidator in United States.

     Robert C. Vaughan was elected to serve as a member of our Board of
Directors on February 4, 2002. Mr. Vaughan has over 45 years of experience in
small to large firms, two-thirds of which has been at the Chief Executive
Officer or Chief Operating Officer level.  Since 1981, Mr. Vaughan has been an
independent business consultant specializing in the development of investment
banking relationships, corporate financial strategies, mergers, acquisitions,
and other services. From 1981 to the present, Mr. Vaughan has been the Managing
Partner of the Orbis Group, a consulting firm acting under several disciplines.
Over the past 45 years, he has also served on the board of over a dozen
companies, private and public, including holding positions of Chairman of the
Board.  He has also served on several audit committees and executive committees
and has extensive corporate governanceSection 16(a) Beneficial Ownership
Reporting Compliance

     None of the Company's directors or officers and no person who was the
beneficial owner of more than ten percent of the Company's common stock have
filed a Form 3 as required by Section 16(a) of the Securities and Exchange Act
of 1934.


Item 10.  EXECUTIVE COMPENSATION


                           SUMMARY COMPENSATION TABLE


                               Annual Compensation(1)
                               ----------------------
<PAGE>

Name and
Principal Position                           Year      Salary($)     $Bonus($)
--------------------------------------------------------------------------------

Vikrant Sharma, CEO (1) (2)                  2001      $120,000      $ -0-
                                             2000      $81,330       $ -0-


___________

(1)  All employees of the Company including its executive officers are paid by
     the Company.

(2)  Mr. Vikrant Sharma served as the Company's Chief Executive Officer since
     January 15, 2001.  The salary paid to Mr. Vikrant Sharma for the year 2000
     were paid to him in his capacity as President of Eonnet Technologies, Inc.
     and were paid by Eonnet Technologies, Inc.

     Historically, no director of the Company received any compensation or
other remuneration for serving on the Board of Directors, except for the
reimbursement for reasonable expenses incurred in attending meetings of the
Company's Board of Directors.


Employment Agreements and Other Arrangements

     In January 2001, we entered into an Employment Agreement with Vikrant
Sharma, as our Chief Executive Officer and as Chief Executive Officer of Eonnet
Technologies, Inc., which provides for an initial term of three years commencing
January 15, 2001, in exchange for Mr. Sharma's full-time services to us.  The
annual salary payable under the agreement is $120,000, of which $36,000 has been
accrued and will be paid from the net proceeds of this offering plus an
additional $3,000 per month beginning January 2002 until the completion of this
offering.

     We have entered into a Consulting Agreement with Rakesh K. Sharma, M.D.,
which provides for an initial term of three years commencing on the date of this
offering, in exchange for Dr. Sharma's part-time services to us as a member of
our Medical Advisory Council. The monthly compensation under the agreement is
$8,333.  We will begin to make monthly payments $8,333 per month following the
completion of this offering.  Dr. Sharma's consulting agreement contains
standard provisions for confidentiality and non-competition provisions that
prohibit him from competing us.

     We have entered into a Consulting Agreement with Jugal K. Taneja, which
provides for an initial term of three years commencing on the date of this
offering, in exchange for Mr. Taneja's part-time services to us. The monthly
compensation under the agreement is $8,333.  We will begin to make monthly
payments $8,333 per month following the completion of this offering.  Mr.
Taneja's consulting agreement contains standard provisions for confidentiality
and non-competition provisions that prohibit him from competing with us.

     We have entered into a Consulting Agreement with Stephen M. Watters, which
provides for an initial term of three years commencing on the date of this
offering, in exchange for Mr. Watters's part-time services to us.  It is
anticipated that Mr. Watters will devote approximately 25% of his time to our
affairs, under the agreement. The monthly compensation under the agreement is
$8,333.  We will begin to make monthly payments $8,333 per month following the
completion of this offering.  Mr. Watters consulting agreement contains standard
provisions for confidentiality and non-competition provisions that prohibit him
from competing with us.

     We have entered into a Consulting Agreement with Elliot and Associates,
which provides for an initial term of three years commencing on the date of this
offering, in exchange for assisting us in maintaining relationships with
underwriters, brokers, investment bankers, consulting with us on financing
options, and locating potential acquisition opportunities and assisting in
completing any such transaction.  The monthly compensation under the agreement
is $7,000.  We will begin to make monthly payments $7,000 per month following
the completion of this offering.  This consulting agreement contains standard
provisions for confidentiality and non-competition.
<PAGE>

     We have entered into a Consulting Agreement with Thomas Vickers
Investments, which provides for an initial term of three years commencing on
February 4, 2002, in exchange for consulting on potential acquisition targets
for us.  The compensation under the agreement is 26,000 shares of common stock,
which shall be subject to a lock-up agreement with the Company's underwriters
for a duration of one year. The Company shall have the option of repurchasing
such 26,000 shares upon a material breach by Mr. Vickers for a price equal to
the lesser of $5.75 or the market price of such shares at the time of such
breach.  This consulting agreement contains standard provisions for
confidentiality and non-competition.


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

     The following table sets forth information regarding beneficial ownership
of our common stock:

  .  each person who is known to own beneficially more than 5% of the
     outstanding shares of our common stock,

  .  each of our directors,

  .  each of our officers, and

  .  all of our directors and executive officers as a group:

<TABLE>
<CAPTION>
Name and Address                                          Number of shares                  Percentage
----------------                                          ----------------                  ----------
                                                                                  Before this         After this
                                                                                   offering             offering
                                                                                   --------             --------
<S>                                                          <C>                  <C>                 <C>
Vikrant Sharma (1)(6).............................             570,833            23.2%               15.6%
Jugal K. Taneja (2)(6)............................             127,778             5.2%                3.5%
Rakesh K. Sharma (3)(6)...........................             241,320             9.8%                6.6%

Brod Living Trust(5)..............................             138,889             5.7%                3.8%
Paul D. White.....................................             100,000             4.1%                2.7%
George L. Stuart, Jr..............................               6,944                *                   *
Robert C. Vaughan (4).............................                 -0-                *                   *
Roshan Shikarpuri (6).............................                 -0-                *                   *
All current directors and executive officers as a
 group (7 persons) (7)............................           1,185,764            48.3%               32.4%
</TABLE>
_________________

*    Less than 1.0%

(1)  Business address is 367 Mansfield Avenue, Pittsburgh, PA 15220. Does not
     include 190,278 shares of preferred stock owned by Mr. Sharma (see note 6
     below).
(2)  Business address is 7270 Sawgrass Point Drive, Pinellas Park, FL  33782.
     Includes 100,000 shares owned by Carnegie Capital, Ltd. and 27,778 shares
     owned by Dynamic Health Products, Inc.  Mr. Taneja is the general partner
     of both 21st Century Health Care Fund and Carnegie Capital, Ltd.  As such,
     Mr. Taneja has the power to direct the voting and disposition of such
     shares.  Mr. Taneja is a controlling shareholder of Dynamic Health
     Products, Inc., with beneficial ownership of approximately 67% of its
     outstanding common stock, and as such as the power to direct the voting and
     disposition of such shares.  Does not include 38,889 shares of preferred
     stock held by Mr. Taneja directly (see note 6 below).  Also does not
     include 55,556 shares of preferred stock owned  by Manju Taneja, Mr.
     Taneja's wife (see note 6 below) or 155,556 shares of common stock held by
     21st Century Health Care Fund, an entity controlled by Mr. Taneja's son.
     Mr. Taneja exercises no investment or voting power and disclaims beneficial
     ownership of the 55,556 shares of preferred stock owned by his wife and th
     155,556 shares of common stock held by 21st Century Health Care Fund.
(3)  Business address is 1819 Alicia Way, Clearwater, FL  33764.  Includes
     123,264 shares owned of record and 118,056 shares owned by the RK Family
     Partnership.  Dr. Sharma is the general partner and as such, Dr. Sharma has
     the power to direct the voting and disposition of such shares.
<PAGE>

     Does not include 41,088 shares of preferred stock owned by him directly and
     39,352 shares of preferred stock held by the RK Family Partnership (see
     note 6 below).
(4)  Business address is 2315 N.Kochina, Mefa, AZ 85203.
(5)  Business address is 7270 Sawgrass Point Drive, Pinellas Park, FL  33782.
(6)  Business address is 33920 US Highway 19 N, Palm Harbor, Florida, 34684
(7)  Immediately prior to this offering, 190,278 shares of common stock
     previously owned of record by Vikrant Sharma, 41,088 shares owned of record
     by Dr. Sharma and 39,352 shares owned of record by RK Family Partnership
     (80,440 shares of Dr. Sharma's total beneficial holdings), and 94,445
     shares owned of record by Mr. Taneja and his wife were converted to
     preferred stock.  These shares of preferred stock will convert to common
     stock if the company satisfies either of the following performance
     criteria:

     (i) the company achieves a gross profit (as defined by U.S. GAAP) of
     $3,000,000, $5,000,000 or $8,000,000 for the fiscal years ended December
     31, 2002, 2003 or 2004, respectively; or

     (ii) the company achieves a revenue (as defined by U.S. GAAP) for the
     fiscal year ended December 31, 2002, 2003 or 2004 of at least $35,000,000
     with earnings per share (as defined by U.S. GAAP) of at least $.30 per
     share in such year.

     In the event that the company does not achieve any of the above two
     performance criteria, all shares of preferred stock will be cancelled and
     Vikrant Sharma, Dr. Sharma, and Jugal Taneja shall have no rights with
     respect to such shares.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     As of December 31, 2001, We owe $143,082.00 in indebtedness to Vikrant
Sharma, our Chief Executive Officer, and his immediate family members.  No
interest is being paid for this indebtedness.  We incurred this indebtedness to
fund our working capital requirements.

     In May 2001, we received a line of credit of $50,000 from PNC Bank,
National Association. The line of credit is guaranteed by Vikrant Sharma, our
Chief Executive Officer. The line of credit bears interest at the prime rate
plus 1.75% and has an available credit balance of $360 at November 30, 2001.  We
are required to make monthly payments of accrued interest under the line of
credit.  The line of credit matures on May 30, 2002, at which time all
outstanding principal and accrued interest is payable.

     We lease approximately 2,500 square feet of office space for our
development and marketing operations in Pittsburgh, Pennsylvania.  The property
is owned by Sherman International Corporation, which is owned by the parents of
Vikrant Sharma, our Chief Executive Officer. The lease was entered into during
January 2001 and expires during December 2006.  The monthly lease payments are
$3,500.  We owe Sherman International Corporation $38,500 in accrued rent for
2001.

     In January 2001, we entered into an Employment Agreement with Vikrant
Sharma, as our Chief Executive Officer and as Chief Executive Officer of Eonnet
Technologies, Inc., which provides for an initial term of three years commencing
January 15, 2001, in exchange for Mr. Sharma's full-time services to us.  The
annual salary payable under the agreement is $120,000, of which $36,000 has been
accrued and will be paid from the net proceeds of this offering plus an
additional $3,000 per month beginning January 2002.

     We have entered into a Consulting Agreement with Rakesh K. Sharma, M.D.,
which provides for an initial term of three years commencing on the date of this
offering, in exchange for Dr. Sharma's part-time services to us as a member of
our Medical Advisory Council. The monthly compensation under the agreement is
$8,333.  We will begin to make monthly payments $8,333 per month following the
completion of a public offering.  Dr. Sharma's consulting agreement contains
standard provisions for confidentiality and non-competition provisions that
prohibit him from competing us.

     We have entered into a Consulting Agreement with Jugal K. Taneja, which
provides for an initial term of three years commencing on the date of this
offering, in exchange for Mr. Taneja's part-time services to us. The monthly
compensation under the agreement is $8,333.  We will begin to make monthly
payments $8,333 per month following the completion of a public offering.  Mr.
Taneja's consulting
<PAGE>

agreement contains standard provisions for confidentiality and non-competition
provisions that prohibit him from competing with us.

     We have entered into a Consulting Agreement with Stephen M. Watters, which
provides for an initial term of three years commencing on the date of this
offering, in exchange for Mr. Watters's part-time services to us.  It is
anticipated that Mr. Watters will devote approximately 25% of his time to our
affairs, under the agreement. The monthly compensation under the agreement is
$8,333.  We will begin to make monthly payments $8,333 per month following the
completion of a public offering.  Mr. Watters consulting agreement contains
standard provisions for confidentiality and non-competition provisions that
prohibit him from competing with us.

     We have entered into a Consulting Agreement with Elliot and Associates,
which provides for an initial term of three years commencing on the date of this
offering, in exchange for assisting us in maintaining relationships with
underwriters, brokers, investment bankers, consulting with us on financing
options, and locating potential acquisition opportunities and assisting in
completing any such transaction.  The monthly compensation under the agreement
is $7,000.  We will begin to make monthly payments of $7,000 per month following
the completion of a public offering.  This consulting agreement contains
standard provisions for confidentiality and non-competition.

     We have entered into a Consulting Agreement with Thomas Vickers
Investments, which provides for an initial term of three years commencing on
February 4, 2002, in exchange for consulting on acquisitions and mergers.  The
compensation under the agreement is for 26,000 shares of common stock which
shall be subject to a lock-up agreement with the Company's underwriters for a
duration of one year. The Company shall have the option of repurchasing such
26,000 shares upon a material breach by Mr. Vickers for a price equal to the
lesser of $5.75 or the market price of such shares at the time of such breach.
This consulting agreement contains standard provisions for confidentiality and
non-competition.


                                    PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1)  Financial Statements.

         See pages F-1 through F-21.

(a)(2)  Financial Statement Schedules.

         Schedules not listed in the index to the financial statements included
in Part II, Item 7, have been omitted because they are not applicable or are not
required or the information required to be set forth therein is included in the
financial statements or notes thereto.

(a)(3) Exhibits.

         The following exhibits are filed with this report:

3.1      Articles of Incorporation dated April 15, 1999.(1)

3.2      Articles of Amendment to Articles of Incorporation dated May 12,
         1999.(1)

3.3      Articles of Amendment to Articles of Incorporation dated April 16,
         2001.(3)

3.4      By-laws, as amended.(1)

10.1     Lease Agreement between Pinellas Center For The Visually Impaired, Inc.
         and DoctorSurf.com, Inc., dated August 17, 1999.(1)

10.2     Lease Addendum between Pinellas Center For The Visually Impaired, Inc.
         and DoctorSurf.com, Inc., dated January 20, 2000. (2)

10.3     Technology Agreement between Weblink Communications, Inc. and Eonnet
         Media, Inc.(1)

10.4     Employment Agreement dated January 15, 2001, between Vikrant Sharma and
         Eonnet Media, Inc.(1)

10.5     Consulting Agreement dated December 26, 2001, between Rakesh Sharma,
         M.D. and Eonnet Media, Inc.(1)

10.6     Consulting Agreement dated December 26, 2001, between Jugal K. Taneja
         and Eonnet Media, Inc.(1)

10.7     Consulting Agreement dated December 26, 2001, between Stephen M.
         Watters and Eonnet Media, Inc.(1)

10.8     Lease dated January 1, 2001 between Eonnet Media, Inc. and Sherman
         International Corporation.(1)

10.9     Promissory Note dated May 30, 2001 by Eonnet Technologies, Inc. in
         favor of PNC Bank.(1)

10.10    Consulting Agreement dated December 26, 2001, between Elliot &
         Associates and Eonnet Media, Inc.(1)

10.11    Consulting Agreement dated February 4, 2002, between Thomas Vickers
         Investments and Eonnet Media, Inc.(1)

21.1     List of Subsidiaries. (1)
<PAGE>

___________

     (1)  Incorporated by reference to the Company's Registration Statement on
          Form SB-2, Registration Statement No. 333-80475.
     (2)  Incorporated by reference to the Company's Annual Report on Form 10-
          KSB for the year ended December 31, 1999.
     (3)  Incorporated by reference to the Company's Annual Report on Form 10-
          KSB for the year ended December 31, 2000.

(b) Reports on Form 8-K.

     Form 8-K dated February 20, 2001, with respect to a change in the Company's
certifying accountants to Brimmer, Burek & Keelan LLP, for the year ended
December 31, 2000.

     Form 8-K dated May 29, 2001, with respect to the acquisition of Eonnet
Technologies, Inc.

     Form 8-K dated March 13, 2002, with respect to a change in the Company's
certifying accountants to Stark, Winter, Schenkein LLP, for the year ended
December 31, 2001.
<PAGE>

                                   SIGNATURES
                                   ----------

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



                                   EONNET MEDIA, INC.

Dated: April 15, 2002              By: /s/ Vikrant Sharma
                                      --------------------------
                                   Vikrant Sharma, Chief Executive Officer


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

Signature                Title                              Date
---------                -----                              ----

/s/ Vikrant Sharma       Chief Executive Officer            April 15, 2002
---------------------
Vikrant Sharma           and Director


/s/ Rakesh Sharma        President, Secretary               April 15, 2002
---------------------
Rakesh Sharma, M. D.     and Director


/s/ Jugal K. Taneja      Director                           April 15, 2002
---------------------
Jugal K. Taneja


/s/ George Stuart        Director                           April 15, 2002
---------------------
George Stuart


/s/ Roshan Shikarpuri    Director                           April 15, 2002
---------------------
Roshan Shikarpuri


/s/ Robert C. Vaughan    Director                           April 15, 2002
---------------------
Robert C. Vaughan

<PAGE>

                              EONNET MEDIA, INC.


                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<S>                                                             <C>
Independent Auditors' Report                                    F-2

Consolidated Balance Sheets as of December 31, 2001             F-4

Consolidated Statements of Operations for the year ended
  December 31, 2001 and the year ended December 2000            F-5

Consolidated Statement of Shareholders' Deficit for the year
     Ended December 31, 2001 and for the
     Year ended December 31, 2000                               F-6

Consolidated Statement of Cash Flows for the year ended
     December 31, 2001 and for the
     Year ended December 31, 2000                               F-7

Notes to Consolidated Financial Statements                      F-8 F-19

Pro-forma Statement of Operations  for the year ended           F-20
     December 31, 2001

Notes to Pro-forma Statement of Operations                      F-22
</TABLE>
<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Eonnet Media, Inc.


We have audited the accompanying consolidated balance sheet of Eonnet Media,
Inc. (the "Company") as of December 31, 2001, and the related consolidated
statements of operations, stockholders' (deficit) and cash flows for the year
ended December 31, 2001. 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 in accordance with auditing standards generally accepted
in the United States of America. 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 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2001, and the results of its operations, and its cash flows for the
year ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 2 to
the consolidated financial statements, the Company has suffered significant
losses from operations and has working capital and stockholder deficits. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also discussed
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Stark Winter Schenkein & Co., LLP


Denver, Colorado
April 12, 2002

                                      F-2
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Eonnet Media, Inc.:

     We have audited the accompanying consolidated balance sheets of Eonnet
Media, Inc. and subsidiary (a development stage company) (the "Company") as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, stockholders' deficit and cash flows for the period from May 14,
1999 (date of inception) to December 31, 2000. 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 in accordance with auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the period from
May 14, 1999 (date of inception) to December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
enterprise engaged in the development and management of an Internet site. As
discussed in Note 2 to the financial statements, the Company's operating loss
since inception raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Brimmer, Burek, & Keelan, LLP
Certified Public Accountants Tampa, Florida

March 8, 2001 Except for Note 13 as to which the date is April 10, 2001

                                      F-3
<PAGE>

                              Eonnet Media, Inc.
                          Consolidated Balance Sheet
                               December 31, 2001

<TABLE>
<S>                                                                      <C>
Assets

Current assetds:
   Cash                                                                   $    41,651
   Receivables:
      Trade                                                                    63,444
      Related parties                                                           2,265
                                                                          -----------
         Total current assets                                                 107,360
                                                                          -----------

Property and equipment, net                                                   196,940

Other assets:
   Deposits                                                                     1,709
   Deferred offering costs                                                    205,547
                                                                          -----------
                                                                              207,256
                                                                          -----------
                                                                          $   511,556
                                                                          ===========

Liabilities and stockholders' (deficit)

Current liabilities:
   Accounts payable                                                       $   870,307
   Bank overdraft                                                              22,894
   Accrued expenses and other current liabilities                             210,460
   Customer deposits                                                          286,580
   Due to purchasers of common stock                                          135,000
   Line of credit                                                              49,640
   Convertible notes                                                          225,000
   Advances payable                                                           131,750
   Current portion of long-term debt                                            6,208
   Current portion of capital leases                                           52,213
   Notes payable - related parties                                             18,000
   Amounts due to related parties                                             125,082
                                                                          -----------
      Total current liabilities                                             2,133,134
                                                                          -----------

Long-term portion of capital leases                                             6,195
Long-term debt                                                                 11,541
                                                                          -----------
                                                                               17,736
                                                                          -----------

Stockholders' (deficit):
   Preferred stock, $.01 par value,
      5,000,000 shares authorized,
      no shares issued or outstanding                                               -
   Common stock, $.01 par value,
      95,000,000 shares authorized,
      2,795,679 shares issued and outstanding                                  27,957
   Additional paid in capital                                               2,592,745
   Stock subscription receivable                                              (27,250)
   Accumulated (deficit)                                                   (4,232,766)
                                                                          -----------
                                                                           (1,639,314)
                                                                          -----------
                                                                          $   511,556
                                                                          ===========
</TABLE>

     See the accompanying notes to the consolidated financial statements.

                                      F-4
<PAGE>

                              Eonnet Media, Inc.
                     Consolidated Statements of Operations
                    Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                              2001                    2000
                                                                         --------------          --------------
<S>                                                                      <C>                     <C>
Sales                                                                    $    1,368,920          $       20,670

Cost of goods sold                                                              746,601                       -
                                                                         --------------          --------------

Gross profit                                                                    622,319                  20,670

Operating expenses:
   Selling, general and administrative expenses                               1,096,572               1,581,939
                                                                         --------------          --------------

(Loss) from operations                                                         (474,253)             (1,561,269)
                                                                         --------------          --------------

Other income (expense):
   Interest income                                                                6,054                  24,202
   Interest expense                                                             (57,749)                (28,254)
   Acquired in process research and development                                (885,422)                      -
   Impairment of goodwill                                                       (59,291)                      -
                                                                         --------------          --------------
                                                                               (996,408)                 (4,052)
                                                                         --------------          --------------

Net (loss)                                                               $   (1,470,661)         $   (1,565,321)
                                                                         ==============          ==============

Per share information - basic and fully diluted:

  Weighted average shares outstanding                                         2,549,104               1,280,549
                                                                         ==============          ==============
  Net (loss) per share                                                   $        (0.58)         $        (1.22)
                                                                         ==============          ==============
</TABLE>

     See the accompanying notes to the consolidated financial statements.

                                      F-5
<PAGE>

                              Eonnet Media, Inc. -
               Consolidated Statement of Stockholders' (Deficit)
                    Years Ended December 31, 2000 and 2001

<TABLE>
<CAPTION>
                                                 Common Stock           Additional      Stock
                                            ----------------------       Paid in    Subscription     Accumulated
                                              Shares       Amount        Capital     Receivable       (Deficit)         Total
                                            ----------   ---------     -----------  ------------    -------------    ------------
<S>                                         <C>          <C>           <C>          <C>             <C>              <C>
Balance December 31, 1999                   1,250,000    $  12,500     $   378,500  $   (45,000)    $   (617,362)    $   (271,362)

Shares from termination of rescission          34,167          342         614,658            -                -          615,000
Stock subscription receivable                 170,833        1,708          50,567      (52,275)               -                -
Contributed services                                -            -          44,950            -                -           44,950
Stock issued for services                     166,972        1,669          49,416            -                -           51,085
Stock issued as severance pay                  10,557          106         189,894            -                -          190,000
Stock issued for professional fees             12,154          122         143,628            -                -          143,750
Stock issued to satisfy payables               13,959          140         126,110            -                -          126,250
Offering expenses                                   -            -         (92,094)           -                -          (92,094)
Stock subscription satisfied                        -            -               -       45,000                -           45,000
Minority interest in subsidiary                     -            -          42,063            -                -           42,063
Stock issued to acquire minority interest
  in subsidiary                               137,037        1,370         183,630      (27,250)               -          157,750
Net (loss) for the year                             -            -               -            -       (1,565,321)      (1,565,321)
                                           ----------    ---------     -----------  ------------    -------------    ------------

Balance at December 31, 2000                1,795,679       17,957       1,731,322      (79,525)      (2,182,683)        (512,929)

Stock issued to effect acquisition          1,000,000       10,000         875,422            -         (579,422)         306,000
Stock subscription satisfied                        -            -               -       37,654                -           37,654
Terminated stock subscriptions                (47,800)        (478)        (14,143)      14,621                -                -
Stock issued for services                      47,800          478             144            -                -              622
Net (loss) for the year                             -            -               -            -       (1,470,661)      (1,470,661)
                                           ----------    ---------     -----------  ------------    -------------    -------------
Balance at December 31, 2001                2,795,679    $  27,957     $ 2,592,745  $   (27,250)    $ (4,232,766)    $ (1,639,314)
                                           ==========    =========     ===========  ============    =============    =============
</TABLE>

      See the accompanying notes to the consolidated financial statments.

                                      F-6
<PAGE>

                              Eonnet Media, Inc.
                     Consolidated Statements of Cash Flows
                    Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                 2001            2000
                                                                             -----------     -----------
<S>                                                                          <C>             <C>
Cash flows from operating activities:
Net (loss)                                                                   $(1,470,661)    $(1,565,321)
  Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Depreciation and amortization                                                   59,609          35,690
  Write off of impaired goodwill                                                  59,291               -
  Acquired in process research and development                                   885,422               -
  Write off of deferred offering costs                                            25,000               -
  Common shares issued for services                                                  622         399,785
  Decrease in receivables                                                         47,354               -
  (Increase) in receivables from related parties                                  (2,265)
  Decrease in inventory                                                           22,730               -
  Decrease in other current assets                                                11,256               -
  Decrease in prepaids and other current assets                                        -           8,345
  Decrease in other assets                                                           749               -
  Increase in accounts payable                                                   201,891         185,808
  (Decrease) in customer deposits                                                (24,478)              -
  Increase in accrued expenses and other current liabilities                      71,123         103,989
                                                                             -----------     -----------
Net cash (used in) operating activities                                         (112,357)       (831,704)
                                                                             -----------     -----------

Cash flows from investing activities:
  Acquisition of property and equipment                                           (6,619)        (74,588)
  Cash received from acquisition                                                   3,458               -
  Purchase of minority interest in subsidiary                                    (50,625)              -
                                                                             -----------     -----------
Net cash (used in) investing activities                                          (53,786)        (74,588)
                                                                             -----------     -----------
Cash flows from financing activities:
  Proceeds from convertible debt                                                       -         225,000
  Stock subscriptions collected                                                   37,654          45,000
  Sale of stock subject to rescission                                                  -          42,062
  Cash payments to rescinding shareholders                                             -         (25,000)
  Increase in bank overdraft                                                      22,894               -
  Proceeds from related party loans                                               30,000               -
  Repayment of related party loans                                               (12,000)              -
  Repayment of notes payable and long term debt                                  (17,968)        (20,052)
  Payments on capital leases                                                      (4,170)              -
  Increase in deferred offering costs                                           (230,547)        (27,181)
  Loan proceeds                                                                   49,640         182,375
  Proceeds from stock issuances                                                        -         157,750
                                                                             -----------     -----------
Net cash provided by financing activities                                       (124,497)        579,954
                                                                             -----------     -----------
Net (decrease) in cash                                                          (290,640)       (326,338)

Beginning - cash balance                                                         332,291         658,629
                                                                             -----------     -----------

Ending - cash balance                                                        $    41,651     $   332,291
                                                                             ===========     ===========
Supplemental cash flow information:
  Cash paid for income taxes                                                 $         -     $         -
  Cash paid for interest                                                     $    24,200     $    13,139

Non cash investing and financing activities:
  Stock subscription for receivable                                          $         -     $    79,525
  Stock issued in satisfaction of payables                                   $         -     $   126,250
  Stock issued for deferred offering costs                                   $         -     $    60,000
  Cancellation of common stock issued for subscription receivable            $    14,621     $         -
  Stock issued for acquisition                                               $   306,000     $         -
</TABLE>

       See the accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nature of Operations

Eonnet Media, Inc. (the "Company") was initially incorporated as
DoctorsChat.com, Inc. on April 15, 1999 in the State of Florida. During May 1999
the Company changed its name to DoctorSurf.com, Inc. and during April 2001
changed its name to Eonnet Media, Inc. The Company is engaged in the business of
providing network, web and applications solutions as well as providing a web
site for doctors that is dedicated to doctor education, communication and
information exchange.

Development Stage

The Company had been in the development stage through December 31, 2000. During
January 2001 the Company entered into a share exchange agreement with Eonnet
Technology, Inc. (see Note 3).

Reclassifications

Certain amounts in the previous year's financial statements have been
reclassified to conform to the current year presentation.

Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All intercompany accounts and balances have been
eliminated in consolidation.

Revenue Recognition

The Company recognizes revenue from services upon completion. The Company also
sells services at a discounted rate under certain programs, which provide that
the services are paid for in advance. The advance payments are recorded as
customer deposits and recognized as revenue upon completion of the related
services.

Inventory

Inventory is stated at the lower of cost, determined by averaging the cost of
inventory on hand, or market. Inventory consists principally of purchased
finished goods.

Web Site Development Costs

The Company's web site will comprise multiple features and offerings. It is
anticipated that the offerings will require future development and refinement.
In connection with the development of its site, the Company will incur external
costs for hardware, software, and consulting services, and internal costs for
payroll and related expenses of its technology employees directly involved in
the development. All hardware costs will be capitalized. Purchased software
costs will be capitalized in accordance with Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use". All other costs will be reviewed for determination of whether
capitalization or expense as product development cost is appropriate.

                                      F-8
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets of 3 to 7
years.

Leasehold improvements and equipment under capital leases are amortized over the
lives of the respective leases or their service lives, whichever is shorter,
using the straight-line method.

Advertising Costs

The Company expenses all costs of advertising as incurred. Advertising costs
included in selling, general and administrative expenses aggregated $8,800 and
$4,700 in 2001 and 2000.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2001. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts receivable, accounts payable and accrued expenses, notes payable, long
term debt and amounts due to related parties. Fair values were assumed to
approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair values or they
are receivable or payable on demand. The fair value of the Company's long-term
debt is estimated based upon the quoted market prices for the same or similar
issues or on the current rates available to the Company for debt of the same
remaining maturities.

Long Lived Assets

The carrying value of long-lived assets, including goodwill and intangibles, is
reviewed on a regular basis for the existence of facts and circumstances that
suggest impairment. To date, no such impairment has been indicated other than
the write off of goodwill discussed in Note 3. The Company measures the amount
of the impairment based on the undiscounted expected future cash flows from the
impaired assets.

Net Income (Loss) per Common Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During the periods when they would be anti dilutive common stock
equivalents, if any, they are not considered in the computation.

                                      F-9
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Segment Information

The Company follows SFAS 131, Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS No. 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in Accounting Principles
Board Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) but
disclose the pro forma effects on net income  (loss) had the fair value of the
options been expensed. The Company has elected to continue to apply APB 25 in
accounting for its stock option incentive plans.

Deferred Offering Costs

The Company defers costs associated with the raising of capital until such time
as the offering is completed, at which time the costs are charged against the
capital raised. Should the offering be terminated the costs are charged to
operations during the period when the offering is terminated.

                                     F-10
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


Recent Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS 141,
Business Combinations, and SFAS 142, Goodwill and Intangible Assets.  SFAS 141
is effective for all business combinations completed after June 30, 2001.  SFAS
142 is effective for the year beginning January 1, 2002; however certain
provisions of that Statement apply to goodwill and other intangible assets
acquired between July 1, 2001, and the effective date of SFAS 142.  The Company
does not believe the adoption of these standards will have a material impact on
the Company's financial statements.

In July 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations.  This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  This Statement applies to all entities.  It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees.
This Statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002.  The Company is evaluating the impact of the
adoption of this standard and has not yet determined the effect of adoption on
its financial position and results of operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.  The provisions of the statement are effective for
financial statements issued for fiscal years beginning after December 15, 2001.
The Company is evaluating the impact of the adoption of this standard and has
not yet determined the effect of adoption on its financial position and results
of operations.

Note 2. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced significant losses for the years ended December 31,
2001 and 2000 aggregating $1,470,661 and $1,565,321, and has a working capital
deficit of $2,025,774 and a stockholders' deficit of $1,639,314 at December 31,
2001.

The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.

The Company is pursuing equity financing for its operations. Failure to secure
such financing or to raise additional capital or borrow additional funds may
result in the Company depleting its available funds and not being able pay its
obligations.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

                                     F-11
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


Note 3. ACQUISITION

During January 2001 the Company entered into a merger agreement with Eonnet
Technologies, Inc. (ETI). The acquisition was effective on April 9, 2001 when
the Company assumed control of ETI. The business combination has been accounted
for as a purchase. The results of operations of ETI have been included in the
accompanying financial statements since the effective date of the acquisition.
In exchange for all of the issued and outstanding common shares of ETI the
Company issued 1,000,000 shares of its common stock valued at $306,000. The
purchase price was allocated as follows:


          Current assets                      $ 136,986
          Property and equipment                129,009
          Goodwill                               59,291
          Current liabilities                  (874,767)
          Long-term debt                        (29,941)
          Acquired in process research and
           development                          885,422
                                              ---------
                                              $ 306,000
                                              =========


The assets acquired and liabilities assumed were recorded at the historical
basis of ETI. The excess of the purchase price paid over the value of the assets
acquired of $885,422 has been recorded as acquired in process research and
development and has been charged to operations along with the $59,291 of
goodwill included in the assets acquired as an impairment loss during 2001.

The following summarized pro forma information assumes the acquisition had
occurred on January 1, 2001.


          Net sales                               $ 1,877,700
                                                  ===========
          Net (loss)                              $(1,582,892)
                                                  ===========
          (Loss) per share:
           basic and diluted                      $     (0.62)
                                                  ===========

Note 4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

   Furniture and fixtures                             $    36,531
   Leasehold Improvements                                  48,744
   Automotive equipment                                    30,143
   Equipment and leased equipment                         212,044
                                                      -----------
                                                          327,462
   Less: accumulated depreciation and amortization        130,522
                                                      -----------
                                                      $   196,940
                                                      ===========


Depreciation and amortization expense charged to operations was $59,609 and
$35,690 in 2001 and 2000.

                                      F-12
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


Note 5. LIABILITIES RELATED TO PURCHASERS OF COMMON STOCK

Due to purchasers of common stock

During 1999 the Company sold 41,667 shares of the Company's common stock for $18
per share. Due to a possible violation of the Securities Act of 1933
requirements, the Company issued a memorandum to the purchasers of the shares
enabling them to sell their shares back to the Company at any time through
August 25, 2000 for the original issuance price of $18. The proceeds from the
issuance of these shares of stock have been classified outside of equity in the
accompanying consolidated balance sheet.

During 1999 the Company also received $25,000 from an investor for the purchase
of 138,889 common shares of the Company. A stock certificate for the 138,889
common shares was not issued to this investor because the Company had requested
certain information to ensure the investor was accredited. The investor never
provided the requested information and in March 2000 the Company refunded the
$25,000. Because of the missing information, the 138,889 common shares were
never issued and are not included in the number of shares of common stock
outstanding as of December 31, 1999.

During 2000, 11 shareholders elected to have the Company repurchase a total of
7,500 shares of common stock pursuant to the 1999 repurchase offer. Because the
Company does not have sufficient funds available to complete the purchase, the
rescinding shareholders have been issued notes payable aggregating $135,000 at
December 31, 2001. The notes bear interest at 8% per annum and are payable on
demand or when the Company completes its next debt or equity financing with
proceeds of at least $500,000.

Advances payable

The loans payable account consists of $131,750 in proceeds from the sale of
EMC911.com (EMC) common stock. Based on comments received from the Securities
and Exchange Commission, the Company has rescinded the sale of the EMC stock and
the purchasers have indicated a desire to invest the funds in shares of the
Company's common stock when the stock becomes available for sale.

Other

At December 31, 2000 $50,625 was due to purchasers of EMC stock. These
obligations were paid in 2001.

Note 6. NOTES PAYABLE

Related parties

At December 31, 2001 the Company had outstanding notes payable to related
parties in the amount of $18,000 with interest at the rate of 10% per annum.
These notes are due on demand.

                                      F-13
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


Line of credit

During April 2001 the Company received a line of credit of $50,000. The line is
guaranteed by one of the Company's shareholders and bears interest at the prime
rate plus 1.75% (6.5% at December 31, 2001). The outstanding balance on the line
is $49,640 at December 31, 2001 with $360 remaining unused. The line matures in
May 2002.

Convertible notes

During July 2000 the Company issued convertible notes to five investors totaling
$225,000. Interest at 8% per annum is payable quarterly beginning in November
2000. At the lenders' option the notes may be converted into common shares at
the rate of one share for every dollar converted. These notes are due on demand.

Note 7. LONG-TERM DEBT

Long-debt consists of the following:


Installment notes payable to a financial institution
bearing interest at fixed interest rates of 8.9%
per annum, and requiring monthly principal and interest
payments of $626 through September 2004.
These notes are collateralized by automotive
equipment.                                                  $ 17,749

Less current maturities                                        6,208
                                                            --------
                                                            $ 11,541
                                                            ========

Maturity of long term debt is as follows:
     2002                                                   $  6,208
     2003                                                      6,794
     2004                                                      4,747
                                                            --------
                                                            $ 17,749
                                                            ========


Note 8. CAPITAL LEASES

The Company leases certain furniture and equipment under capital leases. The
assets under capital leases are recorded at the lower of the present value of
the minimum lease payments or the fair value of the assets. The Company has
included the cost of the furniture and equipment in property and equipment and
the depreciation of the assets under capital leases is included in depreciation
expense. Interest rates on the capitalized leases vary from 19% to 21%.

                                      F-14
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


Minimum future lease payments under capital lease payments at December 31, 2001
are as follows:


     2002                                    $54,989
     2003                                      6,653
                                             -------
     Total minimum lease payments             61,642
     Amount representing interest              3,234
                                             -------
     Present value of net minimum lease
       Payments                               58,408
     Less current portion                     52,213
                                             -------
     Long term portion of capital leases     $ 6,195
                                             =======

At December 31 2001 the Company was in default under a capital lease maturing
during November 2002 with minimum future payments aggregating $41,313. The
lessor has the right to repossess the equipment or accelerate the lease
payments. Therefore the remaining balance has been classified as current.

Note 9. STOCKHOLDERS' (DEFICIT)

At December 31, 2001, the Company's $.01 par value common stock authorized was
95,000,000 shares with 2,795,679 shares issued and outstanding and its $.01 par
value preferred stock authorized was 5,000,000 shares of which no  shares are
issued and outstanding.

During January 2001 the Company effected a 1 for 18 reverse stock split. All
share and per share amounts have been adjusted to reflect this split.

During 2001 the Company issued 47,800 shares of common stock for services valued
at $622. In addition, $37,654 of stock subscriptions were collected and $14,621
of stock subscriptions for 47,800 shares were terminated.

The Company had eight part-time officers who served without compensation. These
officers were engaged in marketing, competitive research, and web site design
and evaluation. During 2000 these officers were awarded 86,389 shares of stock
for their services. Compensation expense of approximately $26,000 was recorded
in connection with the issuance of the shares. An additional $44,950 in
compensation expense was treated as a contribution of capital.

During December 2001 certain officers of the Company agreed to convert 365,163
shares of common stock held by them into 365,163 shares of preferred stock prior
to the proposed initial public offering (see Note 9). Subsequent to the offering
these shares of preferred stock will convert into 365,163 shares of common stock
provided that the Company meets certain revenue and profitability targets during
2002, 2003 and 2004. Should the Company not meet these targets the preferred
shares will be retired for no consideration.

The Company has filed a registration statement with the Securities and Exchange
Commission on Form SB-2 to register 1,000,000 shares of its common stock for
sale to the public at a price of $5.75 per share. In addition, the Company is
attempting to register 200,000 shares of its common stock for distribution, at
no cost, to up to 20,000 doctors and healthcare professionals who are members of
the Company's web site. The fair market value of these shares will be charged to
operations at the time of issuance. The Company has recorded an aggregate of
$230,547 of deferred offering costs related to this offering. During 2001,
$25,000 of these costs paid to an underwriter, whose services will no

                                      F-15
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001


longer be used, was charged to operations. In addition, during 2000, $20,000 was
charged to operations related to deferred offering costs not applicable to the
current offering.

During the period covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public offering
of its securities and that the Company did comply with the "safe harbor"
exemptions from registration, it could be liable for rescission of the sales if
such exemptions were found not to apply and this could have a material negative
impact on the Company.

Note 10. STOCK OPTIONS

Options to Purchase Common Stock

During 2000 the Company issued 5,833 stock options exercisable at $18.00 per
share, which was the fair market value at the time of the grant, to certain
employees. These options expired during January 2002. In addition, options to
purchase 2,778 shares of common stock expired during 2001.

Stock-based Compensation

SFAS 123 Accounting for Stock-Based Compensation, requires the Company to
provide pro forma information regarding net income and earnings per share as if
compensation cost for the Company's stock option plans had been determined in
accordance with the fair value based method prescribed in SFAS 123. The fair
value of the option grants is estimated on the date of grant utilizing the
minimum value method with the following weighted average assumptions for grants
during the year ended December 31, 2000: expected life of options of 1 year,
expected volatility of 0% risk-free interest rate of 6.0% and no dividend yield.
The weighted average fair value at the date of grant for options granted during
the year ended December 31, 2000 approximated $.34 per option. These results may
not be representative of those to be expected in future years.

Under the provisions of SFAS 123, the Company's net income (loss) and earnings
(loss) per share would have been reduced (increased) to the pro forma amounts
indicated below:


Net (loss)
      As reported                         $(1,536,321)
      Pro forma                           $(1,567,281)

Basic and diluted (loss) per share
      As reported                         $     (1.22)
      Pro forma                           $     (1.22)

                                      F-16
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001

A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
                                              Number       Weighted-       Weighted-
                                                of     average exercise    average
                                              shares         price        fair value
                                              ------         -----        ----------
   <S>                                        <C>           <C>          <C>
   Balance at December 31, 1999                16,667        $18.00          $18.00
   Granted                                      5,833         18.00           18.00
   Exercised                                        -             -               -
   Forfeited                                        -             -               -
                                              -------       -------         -------
   Balance at December 31, 2000                22,500         18.00           18.00
   Granted                                          -             -               -
   Exercised                                        -             -               -
   Forfeited                                   (2,778)        18.00           18.00
                                              -------       -------         -------
   Balance at December 31, 2001                19,722        $18.00          $18.00
                                              =======       =======         =======
</TABLE>

The following table summarizes information about fixed-price stock options at
December 31, 2001:

<TABLE>
<CAPTION>
                                Outstanding                           Exercisable
                                -----------                           -----------

                                 Weighted-         Weighted-                      Weighted-
                                  Average           Average                         Average
Exercise          Number        Contractual        Exercise         Number         Exercise
Prices         Outstanding          Life             Price       Exercisable         Price
------         -----------          ----             -----       -----------         -----
<S>            <C>              <C>                <C>           <C>              <C>
$18.00            19,722         1.3 years          $ 18.00          19,722          $18.00
</TABLE>

Note 11. INCOME TAXES

The Company accounts for income taxes under SFAS 109 "Accounting for Income
Taxes", which requires use of the liability method. FAS 109 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax
assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

    Income tax provision at
     the federal statutory rate              34 %
    Effect of operating losses              (34)%
                                           ----
                                              -
                                           ====

As of December 31, 2001, the Company has a net operating loss carryforward of
approximately $2,600,000. This loss will be available to offset future taxable
income. If not used, this carryforward will expire in 2019, 2020 and 2021. The
deferred tax asset of approximately $880,000 relating to the operating loss
carryforward has been fully reserved at December 31, 2001. The change in the
valuation allowance was $180,000 and $311,000 in 2001 and 2000.

                                     F-17
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001

Note 12. OTHER RELATED PARTY TRANSACTIONS

Through December 31 2001 certain shareholders of the Company made non interest
bearing working capital advances to the Company aggregating $125,082.

During 2000 the Company leased its operating facility from an affiliated entity,
under a month to month lease agreement which required monthly payments of
$1,550. Total rent paid under this agreement was $18,600 in 2000.

The Company currently leases its office space from an entity controlled by
affiliates of the Company for $3,500 per month. The lease was entered into
during January 2001 and expires during December 2006. The Company has accrued
$38,500 in unpaid rent at December 31, 2001 pursuant to this lease.

Future minimum lease payments under this lease is as follows:

            2002                        $ 42,000
            2003                          42,000
            2004                          42,000
            2005                          42,000
            2006                          42,000
                                        --------
                                        $210,000
                                        ========

Rent expense under this agreement was $42,000 in 2001.

The Company had various transactions with an entity controlled by affiliates of
the Company. The Company provided this entity with $4,161 and $29,300 in
services during 2001 and 2000.

Note 13. COMMITMENTS AND CONTINGENCIES

Employment and consulting contracts

During December 2001 the Company entered into three 3 year consulting contracts.
The agreements call for aggregate monthly payments of $25,000 commencing on the
date the Company completes it proposed public offering (see Note 9).

During January 2001 the Company entered into a three-year employment agreement
with its president. The contract calls for a base salary of $120,000 per year of
which $36,000 will be accrued until the Company completes its proposed offering
of common shares (see Note 9).

Other

During September 2001 a vendor filed suit against the Company for a disputed
amount of $104,501 plus interest for alleged services provided to the Company in
1999 and 2000, During October 2001 the Company filed a response disputing the
claim by the vendor.

                                     F-18
<PAGE>

                              Eonnet Media, Inc.
                  Notes to Consolidated Financial Statements
                               December 31, 2001

Note 14. CONCENTRATIONS

Revenues from significant customers (those customers representing at least 10%
of the Company's revenue) aggregated $184,912 or 14% in 2001.

Note 15. STRATEGIC PARTNERSHIPS AND AFFILIATION AGREEMENTS

The Company depends on third parties to provide many of the services that it
offers to its members. These services include medical and national news,
financial information, practice management services, secure messaging services,
practice management services, video and audio conferencing, and continuing
medical education courses. The Company has entered into co-branding or
distribution agreements, ranging from twelve to twenty-four months, on medical
and national news, financial information and secure messaging services. The
Company intends to enter into additional strategic partnerships with content
providers to provide content for its web site.

In October 2000 the Company hired PSINet, Inc. to provide managed web services
and equipment necessary to the operation of the Company's website. Pursuant to
the contract, for the next two years PSINet will provide services and equipment
valued at $2,400,000 in exchange for approximately 244,444 shares of the
Company's common stock. The actual number of shares to be issued will be
determined quarterly based on PSINet's standard billing rates divided by a stock
value of $9.74 per share. The contract contains provision that protect PSINet
from dilution including right of first offer, co-sale rights and the right to
purchase preferred stock. In addition, the share value used in the calculation
of the number of shares to be issued is subject to adjustment for stock splits
and the sale of shares at lower prices. As of December 31, 2000, the Company
believes PSINet has not provided the services required by the contract and is
disputing invoices totaling $1,001,518 which have been submitted by PSINet, as
well as its rights to receive any shares of the Company's common stock.
Approximately $65,000 has been accrued as management's estimate of the value of
services provided.

Note 16. SUBSEQUENT EVENTS

During 2002 the Company entered into a 3 year consulting contract. The
agreements call for monthly payments of $7,000 commencing on the date the
Company completes it proposed public offering (see Note 9).

In addition, the Company entered into a 3 year consulting contract commencing
during February 2002. The agreement calls for the issuance of 26,000 shares of
common stock as compensation for the consultant's services.

                                     F-19
<PAGE>

                               EONNET MEDIA, INC.
                         PRO FORMA FINANCIAL STATEMENT
                               DECEMBER 31, 2001
                                  (UNAUDITED)


SUMMARY
-------

The accompanying unaudited pro forma financial statement gives effect to the
combination of Eonnet Media, Inc. (EMI) and Eonnet Technology, Inc. (ETI)
effective on April 9, 2001.

The statement presented includes the pro forma statement of operations for the
year ended December 31, 2001. The pro forma statement of operations assumes that
the combination took place at the beginning of the period presented.

The pro forma financial statement gives effect to the combination using the
purchase method of accounting. The pro forma assumptions are set forth in the
accompanying notes to the pro forma financial statement.

The results of operations are not necessarily indicative of those which have
been attained had the transaction occurred at the beginning of the period
presented. The pro forma financial statement should be read in conjunction with
the historical financial statements of EMI.

                                     F-20
<PAGE>

                              Eonnet Media, Inc.
                       Pro-forma Statement of Operations
                     For the Year Ended December 31, 2001
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Eonnet
                                               Eonnet         Technology
                                             Media, Inc.         Inc.           Adjustments      Pro-forma
                                             -----------         ----           -----------      ---------
<S>                                          <C>              <C>          <C>                   <C>
REVENUE                                      $    21,866      $1,855,834   $                 -   $ 1,877,700
                                             -----------      ----------   -------------------   -----------

OPERATING COSTS AND EXPENSES
 Cost of Sales                                         -       1,094,287                     -     1,094,287
 General and administrative                      298,900       1,068,583                     -     1,367,483
                                             -----------      ----------   -------------------   -----------
                                                 298,900       2,162,870                     -     2,461,770
                                             -----------      ----------   -------------------   -----------

(LOSS) FROM OPERATIONS                          (277,034)       (307,036)                    -      (584,070)
                                             -----------      ----------   -------------------   -----------

OTHER (INCOME) EXPENSE
IMPAIRMENT OF GOODWILL                                 -          59,291                              59,291
ACQUIRED RESEARCH AND DEVELOPMENT                885,422               -                             885,422
OTHER INCOME                                      (3,149)         (2,910)                             (6,059)
OTHER EXPENSE                                     34,473          25,695                     -        60,168
                                             -----------      ----------   -------------------   -----------
                                                 916,746          82,076                     -       998,822
                                             -----------      ----------   -------------------   -----------

NET (LOSS)                                   $(1,193,780)     $ (389,112)  $                 -   $(1,582,892)
                                             ===========      ==========   ===================   ===========

(Loss) per share - basic and fully diluted                                                            $(0.62)
                                                                                                 ===========

 Weighted average shares outstanding                                                               2,549,104
                                                                                                 ===========
</TABLE>

Read the accompanying notes to the pro-forma financial statements.

                                     F-21
<PAGE>

                               EONNET MEDIA, INC.
                NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
                               DECEMBER 31, 2001


The accompanying pro forma financial statement gives effect to the combination
of EMI and ETI effective on April 9, 2001. The acquisition was effected by the
exchange of all of the issued and outstanding common shares of ETI for 1,000,000
common shares of EMI (36% of the issued and outstanding common stock of EMI).

The statement presented includes the pro forma statement of operations for the
year ended December 31, 2001.

Pro forma basic earnings (loss) per share is computed using the weighted average
number of common shares outstanding, including the common shares issued to ETI
to effect the transaction, for the period presented.

                                     F-22