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

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

        For the fiscal year ended December 31, 1999           OR

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

        For the transition period from ___________ to ___________

                           Commission File No. 0-26421

                                    CBCOM, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                   95-4635025
    -------------------------------            --------------------------------
    (State or other jurisdiction of            (I.R.S. Employer Identification)
    incorporation or organization)

        16830 Ventura Blvd., Suite 211
           Encino, California                              91436
         -------------------                              ----------
(Address of principal executive offices)                  (Zip Code)

                                 (818)461-0800
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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

                     Common Stock, par value $.001 per share
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not 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. |_|

State issuer's revenues for its most recent fiscal year: None

State  the  aggregate  market  value of  voting  and  non-voting  stock  held by
non-affiliates: There is currently no market for the common stock.

Number of shares of Common Stock outstanding as of March 10, 2000:  17,212,240

                                   CBCOM, Inc.
                         1999 ANNUAL REPORT ON FORM 10-KSB

                                   PART I
ITEM 1. BUSINESS

Overview
         CBCom, Inc. is a development stage company  incorporated in Delaware in
April,  1997.  CBCom  was  formed to  develop  telecommunications  projects  and
Internet-related  information  services in the People's Republic of China. CBCom
establishes  joint  venture  partnerships  with  Chinese  companies  having data
networking  technologies or customer bases to which CBCom will contribute United
States technology and management resources. As of December 31, 1999 CBCom has 14
employees,  of which five are located in the United States,  five are located in
Beijing and four are located in Shanghai.

           In August,  1997,  CBCom  acquired  selected  assets of Beijing CBCom
Telecommunications  and Consulting Co., Ltd., a Chinese private company owned by
Gordon Gao,  currently a 2.5%  shareholder and director of CBCom.  Beijing CBCom
Telecommunications  and Consulting Co., Ltd. was developing a Chinese  character
special purpose pager designed to download stock quotations.

          In October,  1997 CBCom and Beijing Great Wall Century  Communications
Technology  Company,  Ltd., an established paging company in China established a
Sino-U.S. equity joint venture company called GCC CBCom (Tianjin) Communications
Company,  Ltd. to build a nationwide  paging network.  The joint venture has not
commenced  business,  the business license has lapsed and CBCom will decide at a
later stage whether to reactivate GCC CBCom.

         On  January  31,  1999,  the  Company  entered  into  a  Memorandum  of
Understanding with Shanghai Stock Exchange  Communications Co. Ltd. and Shanghai
Xingtong Telecommunication Science and Technology Co. Ltd. ("SXTST) to develop a
financial  data  network in China  through  setting up an equity  joint  venture
invested by these three parties.  The main strategy is to make full usage of the
existing  capacity  of VSAT  satellite  communication  infrastructure  owned  by
Shanghai Stock Exchange  throughout  China.  The total capital  required in that
joint  venture is  currently  estimated  to be  US$3,000,000.  The Company  will
contribute 70% of that amount;  SSEC, 20%; and SXTST, 10%. The joint venture has
not yet been established as of March 10, 2000.

         Using  strategic  partnerships  in China,  combined with  acquisitions,
CBCom will become both an Internet  Service  Provider (ISP) and Internet Content
Provider (ICP), serving China's huge and exponentially growing market of new and
existing  Internet users. By entering this market now, CBCom will enjoy an early
lead into China's young and rapidly growing market of Internet users.

         From August, 1997 to the present, CBCom has maintained a representative
office in Beijing  called  CBCom China for the purpose of oversight of its China
projects. From January, 1998 to March, 1999 CBCom had a representative office in
Shanghai for the purpose of developing its business  relationship  with Shanghai
Stock Exchange Communications Co. Ltd.

         On September 24, 1999 CBCom entered into a merger agreement with Abbacy
Corporation,  a public  reporting  company,  to  acquire  100% of its  equity in
exchange for 250,000  shares of common stock of CBcom.  On October 8, 1999,  the
Board of Directors and the majority shareholders of the constituent corporations
approved the merger. The merger was effected on October 18, 1999 with the filing
of the Certificate of Merger with the State of Delaware.

                                       2



Internet Market

         From its beginning of only 1700 users in 1993 (1), the Internet  market
in China has seen unprecedented  growth.  China's Internet population tripled in
1998 (2),  and  quadrupled  in the last year from 2.1 million in January of 1999
(3),  to its last  reported  level of 8.9  million in January of 2000 (4).  This
trend is expected to continue. China's Internet industry is nonetheless still in
its infancy and a majority of China's ISPs and ICPs are struggling,  and in need
of outside help to grow or even just to remain  solvent.  This presents a window
of opportunity to capitalize on one of the largest and fastest  growing  markets
in the world.  CBCom can combine  its  understanding  of the  special  needs and
culture of China along with  knowledge and lessons  learned from the  successful
American ISP and ICP markets.

         ECommerce has not yet become a mainstream  business in China, as credit
cards  are  essentially  non-existent,  and its  parcel  delivery  services  are
inadequate.  ICP  businesses  offering free  information  and services  financed
solely by web site "banner ads" are not yet profitable. The most secure Internet
revenues are those paid to the Internet Service Providers,  as anyone wishing to
access the Internet must pay access fees.  There is a large profit potential for
ISPs both now and in the foreseeable future.

         Entering this business is attractive,  as start-up costs are relatively
low. This has resulted in a large number of small,  unsuccessful  ISPs and ICPs,
that are under  capitalized.  The  typical  smaller ISP is unable to support its
overhead, even less capable of proper marketing,  and is thus unable to increase
its subscribers enough to generate a profit.

         CBCom plans an aggressive series of mergers,  acquisitions, and service
expansions.  CBCom will offer  convenient  accessibility  through  local  access
numbers  nationwide,  fast access speeds,  high quality  customer  support,  and
user-friendly  services,  all of which are  currently  lacking  in China but are
taken for granted in America.  Internet Content will include unique and targeted
applications  on its  various  web  sites  thereby  drawing  an  ever-increasing
customer  base to its ISP business,  as well as  generating  revenue by charging
fees for specialized information and service web sites.


Acquisitions and Consolidation

         In order to quickly  reach a profitable  number of  subscribers,  CBCom
plans to  acquire  a number of  smaller  ISPs and by using  current  technology,

--------

1  "Asia-Pacific Internet & Interactive Services",  The Strategis Group, January
   1997

2  "China's Internet Population Tripled in 1998", The Industry Standard, January
   1999

3  "Semi-annual  Report on the  Internet",  China Internet  Network  Information
   Center, July 1999

4  Kathlene Ohlson,  "China Internet Market on the Rise", The Industry Standard,
   September 19981

                                       3




combine  the  existing   customers   into  a  single  ISP.  The   infrastructure
requirements  of a very  small  ISP are  essentially  the same as that of a very
large ISP and the cost to maintain operations are virtually fixed. Therefore the
single  most  important   component  of   profitability  is  a  high  number  of
subscribers.  By acquiring existing  businesses,  CBCom will immediately benefit
from achieving economies of scale.

         All  existing  ISP  companies,  regardless  of size,  require a minimum
infrastructure  to provide  customer access to the Internet.  The single smaller
ISPs lack sufficient  equipment to provide service beyond their local area. With
each  acquisition,  CBCom  will  acquire  local  telephone  numbers  and  lines,
computers  and  connectivity  equipment  that is  already  operating  throughout
different cities in China.

Memorandum of Understanding

         CBCom has entered  into a memorandum  of  understanding  with  Shanghai
Stock  Exchange   Communication   Co.,  Ltd.  ("SSECC")  and  Shanghai  Xingtong
Telecommunications  Science & Technology Co., Ltd. to form a Sino-foreign  joint
venture to develop a financial  data  network in China called  "China  Financial
Network" or "CFN".  SSECC is a subsidiary of the Shanghai Stock Exchange  formed
as a joint venture  between  Shanghai  Stock Exchange and Shanghai Stock Central
Clearing Company. The memorandum  contemplates that SSECC will provide access to
its existing satellite communication system as well as licenses, permissions and
rights to use the logo, name and  promotional  information of the Shanghai Stock
Exchange.  Shanghai  Xingtong  Telecommunications  will  participate  in network
design and management to ensure efficient  utilization of the satellite  network
and will  provide  technical  assistance.  CBCom will  provide the  resources to
collect and compile  global  financial  information,  United States  technology,
management resources and capital.

         The memorandum of understanding  anticipates the project planned in two
phases.  Phase I is to market and  distribute  financial  information in Chinese
provided by the  Shanghai  Stock  Exchange  over a network to various  terminals
throughout  China,   exclusively  targeting  Chinese   stockbrokers,   financial
institutions  and  corporate  users.  The  financial  information  provided will
include prices for commodities and futures,  precious  metals,  Asian and global
equities  and  foreign   currencies,   global  market   indexes  and  real  time
international  news and commentary.  The  information  provided will differ from
information  provided by competitors in that it will be entirely in Chinese at a
lower rate. Phase II is to market to individual  consumers  real-time  financial
data,  news  and  on-line  investment  trading  bundled  as  a  single  service,
developing into the equivalent of a commercial Internet Service Provider.

         The  parties to the  memorandum  must enter  into a joint  venture  and
obtain  the  required  approvals  from the  Chinese  government  authorities  by
December  31,  2000 or may lose  the  exclusive  right  to the use of the  SSECC
satellite communication system. CBCom has advanced $250,000 in start-up expenses
which was  expensed  during 1998 and which could be credited  toward its capital
contribution  to the joint venture  company when the joint venture is completed.
If the joint  venture  has not been set up, and  exclusive  licenses  to use the
satellite  communication  network owned by Shanghai  Stock  Exchange and use the
logo and name of Shanghai Stock Exchange have not been obtained, the issuance of
promotional stock to Sinoway, Ltd., an affiliate of SSECC, could be cancelled.

                                       4




Shanghai Stock Exchange Communication Co., Ltd.

         SSECC is in charge of the  satellite  system  utilized by the  Shanghai
Stock  Exchange to  distribute  real time data to its  members.  Shanghai  Stock
Exchange  is a  leading  stock  exchange  in  China  with 560  member  brokerage
companies  aggregating  2,700  brokerage  offices,  20,000  stockbrokers  and 33
non-member regional security exchange centers throughout China.

Shanghai Xingtong Telecommunications Science & Technology Co.

         Shanghai  Xingtong  Telecommunications  is a  subsidiary  of the  China
Broadcast  Satellite   Communication  company  and  can  utilize  its  satellite
resources and operating license to provide specialized  satellite  communication
services.  Shanghai Xingtong  Telecommunications provides assistance to numerous
Chinese and other foreign companies in building telecommunications networks.

Satellite Network

         The  satellite  network  is used  to  transmit  daily  stock  data  and
information  to selected  brokerage  firms and  consists  of three  transponders
(relays)  with  satellite  Asia-1 which are  exclusively  leased by the Shanghai
Stock  Exchange  for use by it 24 hours per day.  The  Shanghai  Stock  Exchange
utilizes the satellite network  approximately 4 to 5 hours per day during market
hours to broadcast  real-time financial  information.  Even during this high use
period,  the  transponders  are  utilizing  only a fraction  of their 26 megabit
bandwidth  capacity.  CBCom estimates that  approximately only 20% to 30% of the
satellite network system capability is utilized with additional usage limited to
possible  transactional  growth.  CBCom  anticipates  that  it  will  be able to
broadcast on the unused  network  during off hours and on the unused  bandwidths
during high usage times.

Competition

         Presently,  there  are  four  Chinese  government-affiliated   Internet
service  providers that control direct access to the World Wide Web in China and
approximately  100 small  independent  Internet  Service  Providers that are not
linked  directly to the World Wide Web.  There are several  major ISPs which may
pose  direct  competition  to the  anticipated  business  of the  joint  venture
including  Prodigy,  Inc., a joint  venture  including  the  Shanghai  Municipal
Commission of Foreign Relations and Trade and China Internet Corporation,  which
was created in 1995 and has been  responsible for the creation of the China Wide
Web, an on-line  business  information  and  communications  system  which spans
China.  There are four  primary  financial  information  vendors  servicing  the
Chinese market:
Reuters, Telerate (Dow Jones), Hong Kong Data, and Xinhua.

CBCom's Pager Business

         In August,  1997,  CBCom  acquired  selected  assets of  Beijing  CBCom
Telecommunications  and Consulting Co., Ltd., a Chinese private company owned by
Gordon Gao,  including  its paging system  development.  In April,  1999,  CBCom
entered into an agreement with Radio, Computer & Telephone Corporation (RC&T), a
Minnesota  corporation,  for a 10-year license for the non-exclusive  license to
market the  Microtron  2000 pager,  an  alphanumeric  paging  device  originally
developed by RC&T  pursuant to the  specifications  of Beijing CBCom for sale in

                                       5



China.  RC&T had filed a complaint  against CBCom and others  alleging misuse of
information and  appropriation of certain  proprietary  information in regard to
the Microtron 2000.The April 1999 agreement calls for a royalty payment of $2.25
per pager sold in China and represents a settlement of those claims.

         In addition to the standard message taking capabilities,  the Microtron
2000  pager  works  as  an  electronic   organizer   with  directory  and  diary
capabilities and has the capability to receive user-defined  information such as
stock quotes,  bank and brokerage  accounts,  and e-mail.  CBCom entered into an
agreement with Samjin Co., Ltd., a Korean  corporation,  for the  manufacture of
the paging  devices.  CBCom  ordered an initial  2000  paging  units for sale in
China.  CBCom has finalized  testing and has appointed a distributor in China to
market the pagers; however, no sales have occurred to date. All of the parts are
in the hands of  Samjin  Co.  and based on the lack of sales to date,  CBCom has
written off the balance of parts needed to manufacture the Microtron 2000 pager.

Marketing

         CBCom intends to continue its sale of the Microtron 2000 in addition to
the  development  of the joint  venture  project  for the  creation of the China
Financial  Network.  CBCom  believes  that the Shanghai  Stock  Exchange and its
members  provide  a ready  market  for the  sale of the  Microtron  2000 and its
capability to receive stock quotes.

         The use of  individual  pagers  has  grown  significantly  since  their
introduction  in 1987.  The  rapid  growth  is  believed  to be a result  of the
shortage  of  fixed-line  phones and the growth of the private  market  economic
system.  CBCom believes that pagers will compete  favorably in China with mobile
telephones  because in addition to the scarcity of  telephone  lines and phones,
pagers are small,  easy to use, have lower prices and annual fees, are easier to
purchase,  and  provide  retrieval  of data  such as  current  affairs,  weather
forecasts, financial news, stock quotes and sports scores.

Prior Joint Venture

         In October 1997,  CBCom and Beijing  Great Wall Century  Communications
Technology Company, Ltd., an established paging company in China, entered into a
20-year joint venture contract to establish a Sino-foreign joint venture company
called GCC CBCom (Tianjin)  Communications  Company,  Ltd. to build a nationwide
paging network. The joint venture company was formed and CBCom advanced $107,500
in  organizational  and start-up costs . The joint venture was not commenced and
the business license for the joint venture expired.



ITEM 2. PROPERTIES.

         In September,  1997, the Company leased approximately 8,000 square feet
of office space in Sherman Oaks,  California  under a 5-year lease which expires
August 31,  2002.  The facility was in excess of the needs of CBCom at this time
and the lessor agreed in December, 1999 to take back the space. In January, 2000
the  Company  entered  into a  3-year  lease  expiring  December  31,  2002  for
approximately  2,169 square feet at 16830 Ventura Boulevard,  Suite 211, Encino,
California at a monthly rental of $4,771.

                                       6




         CBCom has entered into a 5-year lease for its China  headquarters  that
expires  February 28, 2003 for  approximately  6,000 square feet at A No. 9 Dong
Tucheng Road, Heping Street,  Chao Yang District,  Beijing,  China, at a monthly
rental of $5,208 per month  payable in the form of shares of CBCom common stock.
The  aggregate  rental  ($312,500)  has been  prepaid by the issuance of 625,000
shares of CBCom to Far East Trading Company,  beneficially owned by shareholders
of CBCom.

Each of the facilities are adequate for the Company's current needs.


ITEM 3. LEGAL PROCEEDINGS

         CBCom  entered into a settlement  agreement  with Bernard  Luskin,  the
former  Chief  Executive  Officer  of  CBCom,  in  January,  1999,  settling  an
outstanding dispute for unpaid salary and other compensation.  Mr. Luskin had an
employment contract with CBCom which guaranteed payment of his salary through an
escrow account  containing  800,000 shares of common stock of Amtec, Inc., which
shares were  pledged by Polmont  Investments,  Ltd.,  a British  Virgin  Islands
corporation controlled by one of the principal stockholders of CBCom.

         Through the settlement, the parties agreed that Mr. Luskin will receive
unpaid salary and bonus through May 15, 1999 totaling  $520,833 plus  additional
compensation as may be determined by binding arbitration;  but in no event shall
CBCom's  liability  exceed the value of the shares  held in escrow.  Mr.  Luskin
waived any rights to satisfy any claims against CBCom from any assets other than
those shares held in the escrow account. CBCom is obligated to repay Polmont the
amount it paid to Mr. Luskin from the sale of its Amtec,  Inc.  shares.  Polmont
has  agreed to accept  payment  in the form of shares of CBCom,  Inc.  valued at
$0.50 per share.  Due to the nature of this  off-balance  sheet  financing,  the
Company recognized prepaid interest of $220,000 and the corresponding  amount in
additional paid-in capital and amortized the prepaid interest over the period of
three years.

         On August 30, 1999,  a law suit was filed in the Superior  Court of the
State of California  against CBCom,  Inc., Max Sun, and Charles Lesser (Case No.
LCO49888) by Com VU  Corporation,  a Delaware  corporation,  based on an alleged
breach of a prior agreement between CBCom and Com VU. The parties entered into a
merger agreement on March 26, 1999,  which merger was never effected.  Com VU is
alleging  CBCom (i) failed to  consummate  the merger by failure to use its best
efforts  to effect it (ii)  failed to pay  $50,000 in  outstanding  debts to two
shareholders on behalf of Com Vu (iii)  terminated the agreement  improperly and
(iv)  breached a covenant of good  faith.  Com Vu is  requesting  payment of the
$50,000  plus  losses of  approximately  $15,000 in  expenses  and costs.  CBCom
disputes  the  allegations  of the  claims  and  intends  to defend  the  action
vigorously.


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

         There were no matters  submitted to a vote of security  holders  during
the fourth quarter of 1999.


                                       7




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

         There has never been a market for the Common Equity of the Registrant.

         Recent Sales of Unregistered Securities

1997
         During  1997,  the  Company  sold  securities  that  were  exempt  from
registration under the Securities Act. These transactions are described below.

On April 23, 1997, the Company issued  2,000,000 shares of common stock at $0.20
per share to one of the founding shareholders for total proceeds of $400,000.

On April 23, 1997, the Company issued  937,5000  shares of common stock at $0.20
per  share to Mr.  Gordon  Gao in  exchange  for his  company's,  Beijing  CBCom
Telecommunications  and Consulting Co. Ltd.,  assets of $187,500  (mainly office
equipment, furniture and fixtures) located in Beijing, China.

On December 31, 1997, the Company issued 200,000 shares of common stock at $0.50
per share to a family trust investor for total proceeds of $100,000.

1998
         During  1998,  the  Company  sold  securities  that  were  exempt  from
registration under the Securities Act. These transactions are described below.

On January 1, 1998 the Company issued 500,000,  250,000, and 125,000 (a total of
875,000)   shares  of  common  stock  to  its  CEO,  CFO,  and  chief  engineer,
respectively,  at $.001 per share as  signing  bonus  for  their  services  from
inception to September 30, 1999 with the Company.  The Company received proceeds
of $875 and recognized  compensation cost of $436,625,  based on a fair value of
$.50 per share.

On March 1, 1998, the Company issued 625,000 shares of common stock at $0.50 per
share in exchange for the future rent in its Beijing  representative  office for
the next five years.  The prepaid  rental of $312,500 will be amortized over the
next five years.

On April 24, 1998, the Company issued  8,000,000 shares of common stock at $0.20
per share to convert a shareholder loan of $1,600,000. This conversion price was
specified on August 31, 1997 between the original founders and the Company.  The
shareholder loan was made to the Company from time to time on an as-needed basis
from June 15, 1997 to April 24,  1998 and was not  converted  into common  stock
until the shareholder loan totaled $1,600,000.

From early October to early December 1998, the principal  shareholder  converted
$160,000 of  shareholder  loan into 320,000  shares of common stock at $0.50 per
share in four tranches.

On December 31, 1998, the Company issued 400,000,  400,000, and 320,000 (a total
of  1,120,000)  shares of common stock at $0.50 per share to three  directors as
their employment compensation of $200,000, $200,000, and $160,000, respectively,
for four months in 1997  (recognized in 1997) and the year of 1998 in accordance
with their respective employment agreements.


                                       8




On December 31, 1998,  the Company  issued  1,250,000  shares of common stock at
$0.001  per  share in  exchange  for the  promotion  and  facilitation  services
provided by Sinoway Limited  (Sinoway)  registered in the British Virgin Islands
with a corporate office in Hong Kong, which is an affiliate  company of Shanghai
Stock  Exchange  Communication  Co. Ltd.  Sinoway  promised to obtain  exclusive
licenses  to use VSAT  satellite  systems  owned by SSE and the logo and name of
SSE. Sinoway agreed to pay $0.001 per share for these 1,250,000 shares of common
stock.  Accordingly,  the Company  recognized a notional stock  subscription  of
$1,250 and a promotion expense for the  License/Contract  of $623,750.  If these
licenses  were  obtained,  the cost  would be  amortized  over the life of joint
venture with SSEC and SXTST. However, the effectiveness of this issuance depends
on the success of setting up the equity joint venture  among the Company,  SSEC,
and SXTST and  obtaining the  exclusive  licenses.  If the joint venture has not
been set up and exclusive  licenses to use the satellite  communication  network
owned by Shanghai  Stock  Exchange  and use the logo and name of Shanghai  Stock
Exchange have not been obtained,  the issuance of stock could be canceled. As of
March 10, 2000, the license has not been obtained.

1999

         During  1999,  the  Company  sold  securities  that  were  exempt  from
registration under the Securities Act. These transactions are described below.

         On February 1, 1999, the Company conducted a private placement to issue
600,000  warrants  at  $0.25  per  warrant  in  four  tranches  to  an  existing
shareholder  and received  total  proceeds of $135,000,  net of a finders fee of
$15,000.  Each warrant  carries an exercise  price of $0.25 per share and allows
each  holder of warrant to  exercise  any time on or before  January  31,  2004.
Accordingly,  the  Company  reserved  600,000  shares of common  stock for these
warrants.

         On May 10,  1999,  the Company  conducted a private  placement to issue
100,000 shares of common stock at $0.50 per share to an accredited  investor and
received total proceeds of 45,000, net of a finders fee of $5,000.

         From May 14 to June 4, 1999 the Company  conducted a private  placement
to issue 45,000  shares of common stock at $1.00 per share in three  tranches to
an individual investor and one corporate investor and received total proceeds of
$40,500, net of a finders fee of $4,500.

         On June 22, 1999,  the Company  issued 40,000 shares of common stock at
$0.50 per share to an existing shareholder.  Consequently,  the Company received
total proceeds of $18,000, net of a finders fee of $2,000.
Details are included in Note 7 to the Financial Statements.
         In August  1999,  the Company  conducted a private  placement  to issue
23,000  shares of  common  stock at $1.00  per  share in three  tranches  to two
individual  investors and received total  proceeds of $20,700,  net of a finders
fee of $2,300.

         On August 25, 1999, the Company issued 30,000 shares of common stock at
$0.50 per to an existing shareholder.  Consequently,  the Company received total
proceeds of $13,500, net of a finders fee of $1,500.
Details are included in Note 7 to the Financial Statements.



                                       9




         On August 26,  1999,  the Company  conducted a  Regulation  D, Rule 506
offering to issue 50,000 shares of common stock at par value of $0.001 per share
to 300 shareholders  through an off-shore investment company in order to satisfy
its goal to be listed on the NASDAQ OTC  Bulletin  Board.  On December 22, 1999,
the Company  completed the offering,  issued 50,000 shares of common stock,  and
recognized a merger  transaction  expense of $49,950.  The $50 cash was received
subsequent to December 31, 1999.

         On September  15, 1999,  the Company  conducted a private  placement to
issue  20,000  shares  of  common  stock at $1.00  per  share to two  individual
investors.  Consequently, the Company received total proceeds of $18,000, net of
a finders fee of $2,000.

         On September 24, 1999, the Company issued 30,000 shares of common stock
at $0.50 per share to an existing  shareholder to reward her effort to introduce
new potential investors to the Company. Consequently, the Company received total
proceeds of $13,500,  net of a finders  fee of $1,500.  Details are  included in
Note 7 to the Financial Statements.

         On September 24, 1999, the Company entered into a merger agreement with
Abbacy  Corporation (a public shell company),  to acquire 100% of its equity. On
October 8, 1999,  the Board of Directors  and the majority  shareholders  of the
constituent  corporations  approved the merger.  In  accordance  with the merger
agreement,  Abbacy filed a Form 8-K with the SEC on October 19, 1999 to indicate
that CBCom,  Inc.  would be the successor of the reporting  entity in accordance
with the rule 12 (g) 3 in the 1934 Act. On December 22, 1999 the Company  issued
250,000 shares of common stock valued at $1.00 per share to the sole shareholder
of Abbacy in exchange for 100% of its equity interest.  Accordingly, the Company
recognized $250,000 of merger expense.

         On November 1, 1999,  the principal  shareholder  converted  $70,000 of
shareholder loan into 140,000 shares of common stock at $0.50 per share.

         On December 30, 1999, the principal  shareholder  converted $578,370 of
shareholder  loan into 1,156,740  shares of common stock at $0.50 per share.  He
immediately  sold the shares to Tan Siong Bee, who is the beneficial  holder for
TSB  International  Inc. Mr. Sun  disclaims  any  beneficial  ownership in these
shares.


                                       10



                                     PART II

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

      The  following  selected  financial  data is as of and for the years ended
December 31, 1999 and 1998, and for the period ended December 31, 1997.

                                    --------------------------------------------
                                    December 31,    December 31,    December 31,
                                           1999            1998            1997
                                    ------------    ------------   -------------
Statements of Operations Data:          (in thousands, except per share data)
Net sales ........................      $      -        $      -       $      -
Cost of sales ....................
                                         -------        --------       --------
Gross profit .....................             -               -              -
Operating expenses:
  General and administrative .....         1,772           3,001          1,847

  Merger Expense..................           400
                                        --------        --------       --------
    Total operating expenses .....         2,172           3,001          1,847
                                        --------        --------       --------
Income (loss) from operations ....        (2,172)         (3,001)        (1,847)
Interest expense, net ............           106              14              1
Other (income) expense, net ......           (11)            (17)             -
                                        --------        --------       --------
Income (loss) before income taxes.        (2,267)         (3,033)        (1,848)
Provision (benefit) for income taxes           1               1              1
                                        --------        --------       --------
Net income (loss) ................       $(2,268)        $(3,034)       $(1,849)
                                        ========        ========       ========


Net income (loss) per common share:
  Basic ..........................      $  (0.15)        $ (0.30)       $ (0.63)
                                        ========        ========       ========
  Diluted ........................      $  (0.15)        $ (0.30)       $ (0.63)
                                        ========        ========       ========
Common shares used in computing per share amounts:
  Basic ..........................    15,568,879      10,049,226      2,937,500
                                      ==========      ==========      =========
  Diluted ........................    15,568,879      10,049,226      2,937,500
                                      ==========      ==========      =========


                                    December 31,    December 31,    December 31,
                                           1999            1998            1997
                                    ------------    ------------   -------------

Balance Sheet Data:                 (in thousands)
Cash and cash equivalents ........         $  32         $   240       $    401
Total assets .....................           473             733            568
Total liabilities ................         1,586           1,111          1,730
Total stockholders' equity .......        (1,113)           (378)        (1,162)

                                       11




Overview

         CBCom,  Inc.  ("the  Company") was  incorporated  under the laws of the
State of  Delaware  on April 23,  1997 and is  registered  to do  business  as a
foreign  corporation  in the State of California.  The strategic  mission of the
Company is to participate in the development of telecommunication, internet, and
information  service  businesses in the People's  Republic of China. The Company
will seek to acquire  existing  Internet  Service  Providers  (ISP)and web based
content  providers  (ICP) and  operate  through a series of  sino-foreign  joint
venture companies.  The Company previously  established a joint venture in order
to operate in the pager  network  business in China;  however,  this venture was
closed  due to the  inability  at that  time to raise  sufficient  capital.  The
Company incurred consecutive losses in 1997, 1998, and 1999.


      The following table summarizes certain key financial information:

--------------------------------------------------------------------------------
                                         Change                Change
                               1999       from       1998      from       1997
                              ($000s)  prior year   ($000s)  prior year  ($000s)
--------------------------------------------------------------------------------
 Net Sales                   $   -                 $   -                $   -
--------------------------------------------------------------------------------
 Gross Profit                $   -                 $   -                $   -
--------------------------------------------------------------------------------
 General and Administrative
   Expenses                  $ 1,772      (41%)    $ 3,002      62%     $ 1,847

--------------------------------------------------------------------------------
 Merger Expenses            $    400               $                    $
--------------------------------------------------------------------------------
Interest Expense,Net        $    107               $   15               $     1
Other (Income), Net         $    (11)              $   17

-------------------------------------------------------------------------------
 Provision (Benefit) for
   Income Taxes             $      1               $    1               $     1


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



Results of Operations

Fiscal Years Ended December 31, 1999 and December 31, 1998

         The Company has been in the  development  stage since its  inception in
April,  1997.  To date,  there have been no revenues  generated  from any of the
operations  of  the  Company.   General  and  administrative   expenses  consist
principally of business  development  expenses in China,  and salaries and other
overhead expenses in the United States, as well as legal and other  professional
services.  General and administrative  expenses decreased by 41% to $1.8 million
in 1999 from $3.0 million in 1998.

                                       12




         The decrease in general and  administrative  expenses in 1999  resulted
primarily from the fact that much of the Company's business development expenses
were written off during 1998. The Company has written off all of the expenses of
CBCom  China,  its  representative  office in  Beijing.  The  Company  wrote off
$280,500  in 1998 and  $180,000  in 1999 of funds  advanced  to CBCom  China and
recorded as part of G&A expense. CBCom wrote off all of the assets obtained from
Beijing CBCom  Telecommunications  and Consulting  Company Ltd. in 1988 totaling
$187,500.

         CBCom  China  has been  active  in  securing  potential  joint  venture
projects and in the technical development of the Microtron pager. The balance of
the Microtron  pager inventory and  development  expenses  amounting to $143,491
were  written off in 1999 as these costs may not have any  economic  value until
there are current sales.

         In  October,   1997  CBCom,   Inc.  and  Beijing   Great  Wall  Century
Communications Technology Company, Ltd., an established paging company in China,
established a sino-U.S.  equity joint venture company called GCC CBCom (Tianjin)
Communications  Company,  Ltd.  to  build a  nationwide  paging  network.  CBCom
advanced  $107,500 to the joint  venture  for  organization  costs and  start-up
costs. The joint venture has not commenced operations and CBCom has expensed the
$107,500  during 1998 and will decide at a later date whether to reactivate  GCC
CBCOM (Tianjin).

         The Company  signed a Memorandum of  Understanding  with Shanghai Stock
Exchange  Communication  Co., a  subsidiary  of the Shanghai  Stock  Exchange on
January 31, 1999. The purpose of the Memorandum of Understanding is to establish
a sino-U.S.  equity  joint  venture  company to  distribute  real time stock and
financial  data in China  using the  satellite  communications  system  owned by
Shanghai  Stock Exchange  Communications  Co. The Company  advanced  $250,000 in
start-up  costs  expensed  mainly during 1998 which  expenses  could be credited
toward its capital  contribution  to the joint  venture  company  when the joint
venture is completed.  In 1998,  the Company issued  1,250,000  shares of common
stock valued at $0.50 per share to Sinoway Limited for its services to obtain an
exclusive license to use SSEC's VSAT satellite system.  The Company recognized a
non-cash promotional expense for the Contract of $623,750 during 1998.

         The largest  operating expense has been management  salaries;  however,
much of the management  compensation has been paid by issuance of common stock..
The Company issued a total of 875,000 shares of common stock to its CEO, CFO and
Chief Engineer as a signing bonus and recognized a non-cash compensation expense
of  $436,625  in 1998.  A number  of the  founding  shareholders  and  directors
received no cash  compensation from the inception of the company through the end
of 1998. The Company issued 1,120,000  shares of common stock in December,  1998
and recognized $560,000 non-cash  compensation expense. At December 31, 1999 the
company has salaries  payable of $557,250,  most of which will be converted into
common stock at a conversion  price of $1.00 per share,  the current fair market
value.

         In addition  to  management  salaries,  the most  significant  overhead
expenses  of the  Company  have been legal  expenses  and merger  expenses.  The
Company  undertook  a merger  with ComVu  Corporation,  a dormant  public  shell
company  during 1998 and decided to terminate  that merger when the OTC Bulletin
Board  (OTCBB)  eligibility  requirements  were changed in January of 1999.  The
Company undertook and completed a merger with ABBACY Corporation, a public shell

                                       13




company in October of 1999.  The  Company  recognized  $100,000 of legal fees in
connection  with  the  merger  and  $250,000  related  to  the  issuance  to the
shareholders of Abbacy Corporation of 250,000 shares of CBCom, Inc. common stock
valued at $1.00 per share.

Plan of Operation

         CBCom  was   formed  to   develop   telecommunications   projects   and
Internet-related  information  services in the People's Republic of China. CBCom
establishes  joint  venture  partnerships  with  Chinese  companies  having data
networking  technologies or customer bases to which CBCom will contribute United
States  technology  and management  resources.  In order to execute its Business
Plan,  CBCom  plans to list its  common  shares  on the OTC  Bulletin  Board and
undertake a Private  Placement of $5.0-10.0  million.  The funds will be used to
capitalize  the joint venture  partnerships  and acquire  internet  companies in
China.  If CBCom is unable to raise  funds  through  a  Private  Placement,  the
company would be dependent upon its major  shareholders for funds and would have
to alter its acquisition strategy and timetable.

         To limit the use of valuable cash  reserves,  CBCom will  negotiate its
first  acquisitions  using only CBCom shares.  The terms of any acquisition must
give operating control of the acquired business to CBCom. CBCom will provide the
necessary  operating cash as well as management  and technical  staff to operate
the  consolidated  business.  There is good cause to believe  that owners of the
ISPs in China  will  welcome  the  opportunity  to own stock in a United  States
public company.

         ECommerce has not yet become a mainstream  business in China, as credit
cards  are  essentially  non-existent,  and its  parcel  delivery  services  are
inadequate.  ICP  businesses  offering free  information  and services  financed
solely by web site "banner ads" are not yet profitable. The most secure Internet
revenues are those paid to the Internet Service Providers,  as anyone wishing to
access the Internet must pay access fees.  There is a large profit potential for
ISPs both now and in the foreseeable future.

         Entering this business is attractive,  as start-up costs are relatively
low. This has resulted in a large number of small,  unsuccessful  ISPs and ICPs,
that are under  capitalized.  The  typical  smaller ISP is unable to support its
overhead, even less capable of proper marketing,  and is thus unable to increase
its subscribers enough to turn a profit.

         CBCom plans an aggressive series of mergers,  acquisitions, and service
expansions.  CBCom will offer  convenient  accessibility  through  local  access
numbers  nationwide,  fast access speeds,  high quality  customer  support,  and
user-friendly  services,  all of which are  currently  lacking  in China but are
taken for granted in America.  Internet Content will include unique and targeted
applications  on its  various  web  sites  thereby  drawing  an  ever-increasing
customer  base to its ISP business,  as well as  generating  revenue by charging
fees for specialized information and service web sites.

         In order to quickly  reach a profitable  number of  subscribers,  CBCom
plans to  acquire  a number of  smaller  ISPs and by using  current  technology,
combine  the  existing   customers   into  a  single  ISP.  The   infrastructure
requirements  of a very  small  ISP are  essentially  the same as that of a very
large ISP and the cost to maintain operations are virtually fixed. Therefore the

                                       14




single  most  important   component  of   profitability  is  a  high  number  of
subscribers.  By acquiring existing  businesses,  CBCom will immediately benefit
from achieving economies of scale.

         CBCom has entered  into a memorandum  of  understanding  with  Shanghai
Stock  Exchange   Communication   Co.,  Ltd.  ("SSECC")  and  Shanghai  Xingtong
Telecommunications  Science & Technology Co., Ltd. to form a Sino-foreign  joint
venture to develop a financial  data  network in China called  "China  Financial
Network" or "CFN".  SSECC is a subsidiary of the Shanghai Stock Exchange  formed
as a joint venture  between  Shanghai  Stock Exchange and Shanghai Stock Central
Clearing Company. The memorandum  contemplates that SSECC will provide access to
its existing satellite communication system as well as licenses, permissions and
rights to use the logo, name and  promotional  information of the Shanghai Stock
Exchange.  Shanghai  Xingtong  Telecommunications  will  participate  in network
design and management to ensure efficient  utilization of the satellite  network
and will  provide  technical  assistance.  CBCom will  provide the  resources to
collect and compile  global  financial  information,  United States  technology,
management resources and capital.

         The memorandum of understanding  anticipates the project planned in two
phases.  Phase I is to market and  distribute  financial  information in Chinese
provided by the  Shanghai  Stock  Exchange  over a network to various  terminals
throughout  China,   exclusively  targeting  Chinese   stockbrokers,   financial
institutions  and  corporate  users.  The  financial  information  provided will
include prices for commodities and futures,  precious  metals,  Asian and global
equities  and  foreign   currencies,   global  market   indexes  and  real  time
international  news and commentary.  The  information  provided will differ from
information  provided by competitors in that it will be entirely in Chinese at a
lower rate. Phase II is to market to individual  consumers  real-time  financial
data,  news  and  on-line  investment  trading  bundled  as  a  single  service,
developing into the equivalent of a commercial Internet Service Provider.

         The  parties to the  memorandum  must enter  into a joint  venture  and
obtain  the  required  approvals  from the  Chinese  government  authorities  by
December  31,  2000 or may lose  the  exclusive  right  to the use of the  SSECC
satellite communication system. CBCom has advanced $250,000 in start-up expenses
which was  expensed  during 1998 and which could be credited  toward its capital
contribution  to the joint venture  company when the joint venture is completed.
If the  joint  venture  has not been set up and  exclusive  licenses  to use the
satellite  communication  network owned by Shanghai  Stock  Exchange and use the
logo and name of Shanghai Stock Exchange have not been obtained, the issuance of
promotional stock to Sinoway, Ltd. could be cancelled.

         CBCom intends to continue its sale of the Microtron 2000 in addition to
the  development  of the joint  venture  project  for the  creation of the China
Financial  Network.  CBCom  believes  that the Shanghai  Stock  Exchange and its
members  provide  a ready  market  for the  sale of the  Microtron  2000 and its
capability to receive stock quotes.

                                       15





Liquidity and Capital Resources

         The Company has suffered losses in 1997, 1998 and 1999 and had negative
working  capital in 1997,  1998 and 1999,  respectively.  The Company was funded
initially  by two of its  founding  shareholders  in the amounts of $400,000 and
$1,600,000, respectively. During 1999, the Company raised money through a series
of private placements netting $304,000 after selling  commissions.  In addition,
one of the Company's  directors and major  shareholders has provided the Company
with loan funds that are  convertible  into Common Stock at a price of $0.50 per
share.  Funds  loaned to the Company  equalled  $679,000 in 1998 and $137,000 in
1999.

         One the Company's directors and major shareholders continues to provide
the Company  with  substantial  financing  sources.  The director has provided a
letter of support  indicating  that he pledges to provide  continuous  financial
support to enable the Company to satisfy its working capital requirements and to
complete its commitments to its joint venture projects. The Financial Statements
have been prepared  assuming that the Company will continue as a going  concern.
The audit report indicates that the company has a limited operating history and,
at December 31, 1999 has a shareholders' deficit and that those conditions raise
substantial  doubt about the company's  ability to continue as a going  concern.
While there is no  assurance  that  funding  will be  available,  the Company is
continuing to actively  seek funding to complete its joint venture  projects and
execute its Business Plan through equity and/or debt financing.  Without outside
funding,  the Company is totally dependent upon its major shareholders and would
need to reconsider its Business Plan.

RISK FACTORS

CBCom is currently operating at a loss

         Revenues from CBCom's  sales to date have not been  sufficient to cover
the costs of such  operations  and  CBCom has  borrowed  funds to  maintain  its
operations.  Its ability to develop  operations is dependent upon its ability to
generate  sales of its paging units or to develop the proposed  China  Financial
Network.

CBCom commenced operations in 1997 and has a limited operating history

         CBCom  commenced  operations in 1997 and has only a limited  history of
operations which to date have not been profitable. Its operations are subject to
the risks and  competition  inherent in the  establishment  of a relatively  new
business  enterprise.  There can be no assurance that future  operations will be
profitable.  Revenues and  profits,  if any,  will depend upon various  factors,
including market acceptance of its concepts,  market awareness,  reliability and
acceptance of the  Internet,  dependability  of its  distribution  network,  and
general economic  conditions.  There is no assurance that CBCom will achieve its
expansion  goals and the  failure  to achieve  such goals  would have an adverse
impact on it.



                                       16




Need for additional capital

         CBCom needs additional capital in order to implement its business plan,
to continue its operations and pay outstanding  liabilities.  CBCom  anticipates
that it will seek to raise additional  capital through the sale of its equity or
debt  securities or through  borrowings from  commercial  lending  institutions.
CBCom has no commitments  from any financial  sources for such funding and there
is no  assurance  that  CBCom  will be able to  locate  any  such  funding.  The
inability of CBCom to raise additional  capital could result in its inability of
continue its operations.


Prior joint venture did not succeed

         CBCom entered into an earlier joint venture for the  development of its
paging  network.  CBCom was unable to provide the  capital  required to fund the
joint venture and the term of the joint  venture  expired  without  development.
There is no assurance  that CBCom will be able to provide the funding  necessary
in the  proposed  joint  venture  with  SSECC.  If it is unable to provide  such
capital,  the proposed  business  plan of the joint venture would not be able to
continue.

Enforceability of certain civil liabilities

         Certain of CBCom's  officers and  directors  reside  outside the United
States.  Many of the assets of these persons are, and CBCom  anticipates  that a
substantial  portion of the assets that may  developed or acquired by it will be
located  outside the United  States.  As a result,  it may not be  possible  for
investors  to effect  service of process  within  the  United  States  upon such
persons, or to enforce against CBCom's assets or against such personal judgments
obtained in United States courts predicated upon the liability  provisions,  and
most  particularly  the  civil  liability  provisions,   of  the  United  States
securities laws or state corporation or other law.

Investment in Far East generally

         The Company  anticipates  that it will initially  focus its development
efforts on telecommunication projects and opportunities located in China and the
Far East.  Because of government  controls and lack of  established  information
systems,  information  regarding  projects in which the Company may  participate
located in China and the Far East will be difficult for United States  investors
to obtain and investors will be unable to track the progress of the Company.  In
addition,  if the Company begins  operations in China or the Far East it will be
subject to the risks  incident to the  ownership  and  operation  of  businesses
therein.  These risks include,  among others, the risks of internal political or
civil  unrest,  war,  or  government  restrictions.  These risks are dynamic and
difficult  to  quantify.  The  Company  will be  subject  to the risks  normally
associated with changes in general national economic  conditions or local market
conditions,  competition,  patronage,  changes in market rates,  and the need to
periodically upgrade and replace equipment to maintain desirability,  and to pay
the costs thereof.  Although many of the governments of the countries of the Far
East have liberalized  policies on international  trade,  foreign  ownership and
development,   investment,   and   currency   repatriation,    increasing   both
international  trade and  investment  accordingly,  such  policies  might change


                                       17




unexpectedly.  The  Company  will  be  affected  by the  rules  and  regulations
regarding   foreign   ownership  of  real  and  personal   property,   including
telecommunication  switching stations, land lines and other property. Such rules
may  change  quickly  and  dramatically  which  may have an  adverse  impact  on
ownership and may result in a loss without recourse of property or assets of the
Company.  Hong Kong is in a period of transition from British control over it to
control by China.  It is uncertain what changes may result from such  transition
with  regard  to  business,   foreign   property   ownership,   restrictions  on
development, taxes or other factors.

Investment in China in particular

         Because the  operations  of the  Company are  expected to be based to a
substantial  extent in  China,  the  Company  will be  subject  to the rules and
restrictions  governing  China's  legal and  economic  system as well as general
economic and political conditions in that country. These include the following:

         Political  and  Economic  Matters.  Under its current  leadership,  the
government of the People's  Republic of China ("PRC") has been pursuing economic
reform policies,  which include the  encouragement of private economic  activity
and greater economic decentralization.  There can be no assurance, however, that
the Chinese  government  will  continue to pursue  such  policies,  or that such
policies will be successful if pursued.  Changes in policies made by the Chinese
government may result in new laws,  regulations,  or the interpretation thereof,
confiscatory  taxation,  restrictions on imports,  currency  devaluations or the
expropriation  of private  enterprise  which may, in turn,  adversely affect the
Company.  Furthermore,  business  operations in China can become  subject to the
risk of  nationalization,  which could result in the total loss of ownership and
control of any assets or  operations  that may be  developed  by the  Company in
China. Also, economic  development may be limited by the imposition of austerity
measures  intended  to  reduce  inflation,  the  inadequate  development  of  an
infrastructure,  and the potential  unavailability  of adequate power and water,
transportation, communication networks, raw materials and parts.

         Legal  System.  The PRC's legal  system is a civil law system  based on
written  statutes.  Unlike the common law system in the United  States,  decided
legal cases in the PRC have little  value as  precedents.  Furthermore,  the PRC
does not  have a  well-developed  body of laws  governing  foreign  enterprises.
Definitive  regulations  and  policies  with  respect  to  such  matters  as the
permissible  percentage of foreign  investment and  permissible  rates of equity
returns  have  not yet  been  published,  statements  regarding  these  evolving
policies have been  conflicting,  and any such policies,  as  administered,  are
likely to be  subject to broad  interpretation  and  modification,  perhaps on a
case-by-case basis. As the legal system in the PRC develops with respect to such
new forms of  enterprise,  foreign  investors  may be adversely  affected by new
laws, changes in existing laws (or interpretation thereof) and the preemption of
provincial or local laws by national laws. The Company's operations in China, if
any are  developed  (of which  there can be no  assurance)  will be  subject  to
administrative review and approval by various national and local agencies of the
PRC  government.  Management  intends that the Company's  operations will comply
with applicable administrative requirements; however, there is no assurance that
the Company will be able to timely obtain the necessary administrative approvals
for any projects that it determines to develop.



                                       18




         Foreign Currency Exchange. The Renminbi ("Rmb"), the currency of China,
is not a freely  convertible  currency.  Both  conversion  of Rmb  into  foreign
currencies  and the  remittance of Rmb abroad are subject to the PRC  government
approval.  The Company intends to develop  telecommunication  systems in the Far
East including  China and  anticipates  that initially it may earn revenues,  if
any, and incur costs, in Rmb.

         Prior to  January  1, 1994,  Rmb  earned  within  China were not freely
convertible into foreign currencies except with government permission,  at rates
determined  at  swap   centers,   where  the  exchange   rates  often   differed
substantially  from the official rates quoted by the People's Bank of China.  On
January  1, 1994,  the  People's  Bank of China  introduced  a managed  floating
exchange  rate  system  based on the market  supply and demand and  proposed  to
establish a unified foreign exchange  inter-bank  market among designated banks.
In place of the  official  rate and the swap center rate,  the People's  Bank of
China  publishes  a daily  exchange  rate for Rmb  based on the  previous  day's
dealings in the  inter-bank  market.  It is expected  that swap  centers will be
phased out.  However,  the  unification  of  exchange  rates does not imply full
convertability  of Rmb into United States  dollars or other foreign  currencies.
Payment for imported  materials and remittance of earnings  outside of China are
subject  to the  availability  of foreign  currency  which is  dependent  on the
foreign currency-denominated  earnings of the entity or allocated to the Company
by the government at official exchange rates.

         Approval for exchange at the exchange  center is granted to enterprises
in China for valid reasons such as purchases of imported goods and remittance of
earnings.  While conversion of Rmb into dollars or other foreign  currencies can
generally be effected at the exchange center,  there is no guarantee that it can
be  effected  at all  times.  There  is  still  uncertainty  as to  how  foreign
enterprises  will be treated under this new system or whether the system will be
changed again in the future. In the event of shortages of foreign currency,  the
Company may be unable to convert  sufficient  Renminbi into foreign  currency to
enable it to comply with foreign currency payment obligations it may have.

         PRC  Regulation  of the  Telecommunications  Industry.  The Ministry of
Posts  and  Telecommunications  (the  "MPT")  regulates  the  telecommunications
industry in China.  The MPT  directly  or  indirectly  regulates  entry into the
telecommunications industry, scope of permissible business,  interconnection and
transmission line arrangements,  technology and equipment  standards,  and other
aspects of the Chinese  telecommunications  industry.  Such regulation may limit
the Company's  flexibility to respond to certain development  opportunities.  In
addition,  changes in the  regulations  or policies  governing  such  regulatory
framework  could have an adverse effect on the Company.  The Company may have to
obtain  certain  licenses,  if  required,  from the MPT in order to commence its
proposed  business.  There is no  assurance  that it will be able to obtain such
licenses,  or if obtained,  that they will not be untimely revoked or suspended.
The rates that the Company will be  permitted  to charge for  telecommunications
services, if any are developed,  are subject to regulation by the State Planning
Commission,  the MPT, and relevant Provincial Price Bureaus.  Once authorized by
such regulatory agencies,  there can be no assurance that changes in the tariffs
and rates would not have a material  adverse effect on any Company  business and
results of operations, if any had been developed.



                                       19




Management and affiliates own enough shares to control shareholder vote

         CBCom's executive officers and directors beneficially own approximately
19.1% of the outstanding  common stock of CBCom. These officers and directors do
not have controlling interest over matters requiring shareholder approval.  Over
6,500,000 shares of the outstanding  common stock of CBCom is owned by companies
or  individuals  with  familial  relationships  to the officers and directors of
CBCom,  over which such officers and directors claim no beneficial  ownership or
voting  control.  However,  taken  together  the shares  owned by the  executive
officers  and  directors  and  those   individuals  or  entities  with  familial
relationships  have  controlling  interest  over matters  requiring  stockholder
approval,  including  the  election of  directors  and the  approval of material
corporate  matters such as change of control  transactions.  The effects of such
control  could be to delay or prevent  any  attempt  to change  control of CBCom
instigated by shareholder action without management support.

Issuance of future shares may dilute investors share value

         The  Certificate of  Incorporation  as amended of CBCom  authorizes the
issuance of 80,000,000 shares of common stock and 20,000,000 shares of preferred
stock.  The future  issuance of all or part of the remaining  authorized  common
stock may result in  substantial  dilution in the  percentage  of the  Company's
common stock held by the its then existing  shareholders.  Moreover,  any common
stock  issued in the future may be valued on an  arbitrary  basis by CBCom.  The
issuance of the Company's  shares for future  services or  acquisitions or other
corporate  actions may have the effect of diluting  the value of the shares held
by investors,  and might have an adverse effect on any trading market,  should a
trading market develop for the Company's common stock.

The possibility of CBCom issuing  preferred  stock with certain  preferences may
depress market price of the common stock

         CBCom  has  20,000,000   shares  of   non-designated   preferred  stock
authorized  which it may  issue  from  time to time by  action  of the  Board of
Directors.  The Board of Directors may designate  series or classes of preferred
shares without  shareholder  consent which  designations may give the holders of
the  preferred  stock  voting  control  and other  preferred  rights  such as to
liquidation and dividends. The authority of the Board of Directors to issue such
stock  without  shareholder  consent may have a depressive  effect on the market
price of CBCom's common stock even prior to any such  designation or issuance of
the preferred stock.

The  possibility  of issuing  preferred  stock for  anti-takeover  effect  could
prevent takeovers favored by shareholders

         The Board of Directors has the authority,  without further  approval of
stockholders,  to issue  preferred  stock,  having such rights,  preferences and
privileges as the Board of Directors may determine.  Any such issuance of shares
of  preferred  stock,  under  certain  circumstances,  could  have the effect of
delaying or preventing a change in control of CBCom or other  take-over  attempt
and could  adversely  materially  affect  the rights of holders of shares of the
common stock.



                                       20




Officers and directors have limited liability and have indemnity rights

         The  Certificate  of  Incorporation  and By-Laws of CBCom  provide that
CBCom  indemnify  its  officers  and  directors   against  losses  sustained  or
liabilities  incurred  which arise from any  transaction  in such  officer's  or
director's  respective  managerial  capacity  unless  such  officer or  director
violates a duty of loyalty,  did not act in good faith,  engaged in  intentional
misconduct  or knowingly  violated the law,  approved an improper  dividend,  or
derived an improper benefit from the transaction.  The Company's  Certificate of
Incorporation  and By-Laws  also  provide for the  indemnification  by it of its
officers and directors against any losses or liabilities incurred as a result of
the manner in which such officers and directors  operate the Company's  business
or  conduct  its  internal  affairs,  provided  that in  connection  with  these
activities they act in good faith and in a manner which they reasonably  believe
to be in, or not opposed to, the best interests of the Company and their conduct
does  not  constitute  gross  negligence,  misconduct  or  breach  of  fiduciary
obligations.

Penny Stock Regulation

         Upon  commencement  of trading in the Company's  stock,  if a market is
developed  and if the Company is accepted for trading on the OTC Bulletin  Board
(of which there can be no assurance) the Company's  common stock may be deemed a
penny stock.  Penny stocks generally are equity  securities with a price of less
than  $5.00 per share  other than  securities  registered  on  certain  national
securities exchanges or quoted on the Nasdaq Stock Market, provided that current
price and volume  information with respect to transactions in such securities is
provided by the exchange or system.  The Company's  securities may be subject to
"penny  stock  rules" that impose  additional  sales  practice  requirements  on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers and  accredited  investors  (generally  those with assets in excess of
$1,000,000 or annual income exceeding  $200,000 or $300,000  together with their
spouse).  For transactions covered by these rules, the broker-dealer must make a
special  suitability  determination for the purchase of such securities and have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt, the "penny stock rules" require the delivery,  prior to the transaction,
of a disclosure  schedule  prescribed  by the  Commission  relating to the penny
stock market.  The broker-dealer  also must disclose the commissions  payable to
both the broker-dealer and the registered  representative and current quotations
for the securities.  Finally,  monthly statements must be sent disclosing recent
price  information  on the limited  market in penny  stocks.  Consequently,  the
"penny  stock  rules" may  restrict  the ability of  broker-dealers  to sell the
Company's  securities.  The foregoing required penny stock restrictions will not
apply to the Company's  securities if such securities maintain a market price of
$5.00 or  greater.  There can be no  assurance  that the price of the  Company's
securities will reach or maintain such a level.






                                       21




Disclosure of Year 2000 Issues

         Like other  companies,  the Company could be adversely  affected if the
computer  systems it and its suppliers or customers use do not properly  process
and calculate date-related  information and data from the period surrounding and
including  January 1, 2000.  This is commonly  known as the "Year  2000"  issue.
Additionally, this issue could also impact non-accounting systems.

         The  Company's  project  to  assess  and  correct  Y2K  related  issues
regarding the Year 2000 has been  completed and the Company has not  experienced
any significant Y2K related events. However,  interactions with other companies'
systems  make it  difficult  to  conclude  there  will  not be  future  effects.
Consequently,  at this time,  management cannot provide assurances that the Year
2000 issues will not have an impact on the Company's operations.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         See Item 13 of this Report.

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

         The predecessor  company,  Abbacy Corporation,  engaged the services of
Weinberg & Company,  Certified Public  Accountants of Boca Raton,  Florida.  The
registrant,  CBCom, Inc. engages the services of BDO International,  through its
Shanghai, PRC office. There are no disagreements with accountants.





























                                       22




                                   PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Name                         Age                        Title

Chiah Yi (Max) Sun           35       Chairman of the Board, President, Director

Charles A. Lesser            53       Secretary,  Treasurer,   Chief   Financial
                                      Officer, Director

Hong Wei (Frank) Zhu         43       Chairman, CBCom China and Director

Gordon Xia Gao               30       General Manager, CBCom China and Director

MR. MAX SUN is Chairman,  President,  and a Director of the Company  since 1997.
Mr. Sun  founded  and was  President  of  Microtron,  Inc.,  a company  that has
developed and distributed  pagers in China.  Mr. Sun was a founding  shareholder
and Senior Vice  President,  International,  of Amtec,  Inc.  an American  Stock
Exchange Company constructing  telecommunications networks in China. Previously,
he was founder and President of  Interactive  TeleVideo,  Inc.  (ITV), a company
that  designed  interactive  circuitry  network  products.  Mr.  Sun has been an
investment  banker in Hong Kong and China. He holds a Bachelor of Arts degree in
Accounting from New York University.

Mr. CHARLES A. LESSER is Secretary,  Treasurer,  Chief  Financial  Officer and a
Director of the Company since 1997.  Most  recently,  Mr. Lesser has served as a
Consultant  to early  stage  companies,  acting as an  interim  Chief  Financial
Officer  and  specializing  in  raising  capital.  From  1994-1995,  he was Vice
President  of  Worldwide  Corporate  Finance,  a company  which  raised  private
capital.  Previously,  Mr. Lesser was Chief Financial Officer of Weider Sporting
Goods,  Inc., a manufacturer and distributor of health and fitness products.  He
has worked as both a  management  consultant  and auditor  with  Alder,  Green &
Hasson in Los  Angeles,  KPMG Peat  Marwick in Houston and  Deloitte & Touche in
Johannesburg,  South  Africa.  He holds an  M.B.A.  from the  University  of the
Witwatersrand  in South Africa and a B.A. in Economics  from the  University  of
Pittsburgh in Pennsylvania.

MR. FRANK ZHU  is a Director  of CBCom,  Inc.since  1997 and is  Chairman of the
Beijing  representative  office, CBCom China Previously Mr. Zhu held a series of
important  managerial positions in China. From 1994 to 1996, he was Chairman and
Vice  Executive  Officer  of China Far East  International  Trading  Group,  Los
Angeles,  in charge of Sino-US  trading  activities.  From 1991 to 1994,  he was
General Manager of Jiyuan Real Estate.  Development Company, Beijing, China, and
from 1987 to 1991 he was also  General  Manager  of Linyun  Company,  China.  He
managed  projects for China New Start Company between 1983 and 1987 and was with
the  Department  of Gold,  the Ministry of  Metallurgy,  China from 1979 through
1987.

MR. GORDON GAO  is a Director  since 1997,  a founding  shareholder  and General
Manager of CBCom China, a representative  office of CBCom. His area of expertise
is telecommunications market development and fund raising. From 1995 to 1997, he
was  President of Beijing  CBCom  Telecommunications  and  Consulting  Co. Ltd.,

                                       23




developing  a pager for use in the  Chinese  market.  From 1993 to 1995,  he was
Executive Assistant, Director of Domestic Branch Offices and Director of Foreign
Investment   and   Fund-raising   for  Catch   Communications   Group,  a  major
telecommunications  company  in  China.  Mr.  Gao  has  extensive  start-up  and
operational  experiences in the paging industry in China.  Mr. Gao is a computer
science graduate of Beijing University.



ITEM 10 -- EXECUTIVE COMPENSATION

     The following table  summarizes the  compensation for the three most recent
fiscal periods ended December 31, 1999,  December 31, 1998 and December 31, 1997
of our Chief  Executive  Officer  and the four  most  highly  compensated  other
executives and officers whose total annual salary and bonus exceed $100,000.  No
other employee's compensation exceeded $100,000 for any of the named years.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE


                                                        ANNUAL COMPENSATION               LONG TERM COMPENSATION
                                              ---------------------------------------   --------------------------
<S>                                <C>        <C>           <C>          <C>            <C>            <C>
                                                                             OTHER       RESTRICTED     SECURITIES
                                                                            ANNUAL          STOCK       UNDERLYING
                                                               BONUS        COMPEN-        AWARDS         OPTIONS/
 NAME AND PRINCIPAL POSITION(1)      YEAR      SALARY($)        ($)       SATION ($)          ($)           SARS
--------------------------------   --------   -----------   ----------   ------------   ------------   -----------

Bernard J. Luskin, former            1999      $131,250            0              0              0              0
Chairman and Chief                   1998       350,000     $100,000              0              0        500,000
Executive Officer   (1)              1997       218,750     $100,000              0        250,000              0

Chian Yi (Max) Sun                   1999      $150,000            0              0              0              0
Chairman and President (2)           1998       150,000            0              0              0        312,500
                                     1997        50,000            0              0              0              0

Charles A. Lesser                    1999      $150,000            0        $16,000              0        250,000
Chief Financial Officer  (3)         1998       150,000            0         16,000              0        250,000
                                     1997       81,2500            0          3,250        125,000              0

Frank Zhu                            1999      $100,000            0              0              0              0
Chairman, CBCom China  (2)           1998       150,000            0              0              0        187,500
                                     1997        50,000            0              0              0              0

Gordon Gao                           1999      $120,000            0              0              0              0
General Manager, CB   (2)            1998       120,000            0              0              0        125,000
China                                1997        40,000            0              0              0              0

Steven Meadows  (4)                  1999      $150,000            0         $6,000              0              0
Chief Engineer                       1998       150,000            0          6,000              0        125,000
                                     1997        50,000            0          2,000         62,500              0
</TABLE>

                                       24




(1) Mr. Luskin left the company during 1999 and his salary and bonus was accrued
through May 15, 1999 in accordance  with his settlement  agreement.  At December
31, 1999 $363,649 is still owed.  Under the terms of the  settlement  agreement,
Mr.  Luskin's stock options have been cancelled and revert back to the company's
stock option plan.
 (2) The total salary amount for 1999 has been  accrued.  The
company was unable to pay compensation and in December,  1999 offered to convert
the amounts  owed into Common  Stock at a price of $1.00 per share,  the current
fair market value.  Salaries for 1997 and 1998 were converted at December,  1998
into Common stock at $0.50 share, the fair market value at that time
 (3)  Salary of  $6,250  for 1999 and  $12,500  for 1998 has been  accrued.  The
company has offered to convert the amounts owing into Common Stock at a price of
$1.00 per share, the current market value at December,  1999. Other Compensation
consists of an auto allowance and contribution to the company's 401 (k) plan
 (4) Salary of  $143,750  for 1999 and $18,750  for 1998 has been  accrued.  The
company was unable to pay compensation and offered to convert amounts owing into
Common  Stock  at a price  of $1.00  per  share,  the  current  market  value at
December,  1999. Other Compensation consists of an auto allowance. Mr Meadows is
an executive of the company, but is not an officer.


OPTION/SAR GRANTS IN LAST FISCAL PERIOD

     The following table sets forth the information concerning individual grants
of stock options and stock appreciation  rights ("SARs") during the period ended
December 31,  1999.  All of the options  granted in the year ended  December 31,
1999 have terms of ten (10) years.  A total of 250,000  options  were granted to
our employees and directors in the 12-month period ended December  31,1999 under
CBCom's 1998 Employee Stock Option Plan.



OPTION/SAR GRANTS IN LAST FISCAL PERIOD

<TABLE>
<CAPTION>
                                                       INDIVIDUAL GRANTS
                                 -------------------------------------------------------------
<S>                              <C>              <C>               <C>            <C>
                                    NUMBER OF        % OF TOTAL
                                   SECURITIES       OPTIONS/SARS
                                   UNDERLYING        GRANTED TO      EXERCISE OR
                                  OPTIONS/SARS      EMPLOYEES IN     BASE PRICE     EXPIRATION
             NAME                  GRANTED(#)      FISCAL PERIOD       ($/SH)          DATE
------------------------------   --------------   ---------------   ------------   -----------

Charles A. Lesser...........1999      250,000           100.0%       $ 0.425        01/30/09
</TABLE>






                                       25




     During the year ended  December 31,  1998,  the  Company  issued  1,500,000
non-qualified stock options at an exercise price of $0.425. These options become
exercisable  over a period of one year and can be exercised for a period of five
to ten years. The 1,500,000 non-qualified stock options included 500,000 options
issued to the former CEO which were cancelled in January,  1999. During the year
ended December 31, 1999, the Company issued 250,000  non-qualified stock options
at an exercise price of $0.425, which was 85% of the market price at grant date.
These options become exercisable over a period of two years and can be exercised
for a period of ten years.









--------------------------------------------------------------------------------
                           Aggregated Option Exercises in the 1999 Fiscal Year
                                    and Fiscal Year-End Option Value
--------------------------------------------------------------------------------
                              Number of Securities          Value of Unexercised
                    Underlying Enexercised Options          In the Money Options
                         Exercisable/Unexercisable     Exercisable/Unexercisable

--------------------------------------------------------------------------------
Chian Yi (Max) Sun                   312,500/0                  $179,688/$0.00
Charles A. Lesser                375,000/125,000                $215,625/$71,875
Hong Wei (Frank)Zhu                  187,500/0                  $107,813/$0.00
Gordon Gao                           125,000/0                   $71,875/$0.00
Steven Meadows                       125,000/0                   $71,875/$0.00

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





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

          The following table contains  information  regarding the shareholdings
of  CBCom's  current  directors  and  executive  officers  and those  persons or
entities who beneficially own more than 5% of its common stock (giving effect to
the exercise of warrants or options  exercisable  within six months held by each
such person or entity):






                                       27



                                             Amount of Common       Percent of
                                             Stock Beneficially     Common Stock
                                             Owned (1) (2)          Owned (2)

Chiah Yi (Max) Sun (3)                               1,750,000           10.0%
President, Director
52, Jalan Kelochor
Kota Bharu, Kelanta, Malaysia

Charles A. Lesser (4)                                  600,000            3.4%
Chief Financial Officer, Director
5801 Serrania Avenue
Woodland Hills, California 91367


Hong Wei (Frank) Zhu (5)                               587,500            3.4%
Director
1119 A Valencia Way
Arcadia, California 91006

Gordon Xia Gao (6)                                     547,500            3.2%
Director
425 Waldo Ave. #301
Pasadena, California 91101

All directors and                                    3,485,000           19.1%
executive officers as
a group (4 persons)(7)

Topbest Worldwide Group  (8)                         1,000,000            5.8%
Suite 12.33 Petama Komplek
Jalan Tunku Abdul Rahman
Kuala Lumpur, Malaysia


Wake Little Treasure Ltd.                            1,250,000            7.3%
297 Prince Edward Road
Suite 6A
Erin Court, Hong Kong


Jesmax Investment Ltd. (9)                           1,000,000            5.8%
Suite 12.33, Petama Komplek
JalanTunkuAbdulRahman
50100 Kuala Lumpur, Malaysia


TSB International Inc.  (12)                         1,180,716            6.9%
Havelet Trust Co (BVI) Ltd.
Box 3186, Abbott Building
Road Town , Tortola,
British Virgin Islands



                                       28




Ren Zhen Tian (10)                                   1,200,000            7.0%
7C, 1 Block Jia 2
Zuo Jia Zhuang Road
Chao Yang District
Beijing, China

Gao Bo (11)                                            800,000            4.6%
Unit 2502, 25/F, K.Wah Centre
Block 901, #03-107
Jurong West St. 91
Singapore 640 902

Sinoway Co. Ltd.                                     1,250,000            7.3%
191 Java Road
North Point, Hong Kong



(1)      Based upon 17,212,240 outstanding shares of common stock.
(2)      Assumes  exercise  of  warrants,  options or other  rights,  if any, to
         purchase securities held by the named shareholder exercisable within 60
         days of the date hereof.
(3)      Includes  437,500 shares owned directly by Mr. Sun and 1,000,000 shares
         held by Joy Luck  Communication  Ltd. of which Mr. Sun may be deemed to
         be the beneficial  owner.  Mr. Sun also has beneficial  ownership of an
         additional  312,500  shares of common  stock  consisting  of options to
         purchase 312,500 shares exercisable at $.425 per share.
(4)      Includes  225,000  shares and  options to  purchase  375,000  shares of
         common  stock  held by Mr.  Lesser  at an  exercise  price of $.425 per
         share.
(5)      Includes  400,000  shares  owned  directly  by Mr.  Wei and  options to
         purchase  187,500  shares of common stock at an exercise price of $.425
         per share.
(6)      Includes  422,500  shares  owned by Mr.  Gao and  options  to  purchase
         125,000 shares of common stock at an exercise price of $.425 per share.
(7)      Includes 2,485,000 shares and options to purchase 1,000,000 shares.
(8)      Beneficially  owned by Mr. Soon Cheh Siong,  familially  related to Max
         Sun,  President  and a director  of the  company.  Mr.  Soon also holds
         75,000 shares in his own name. Mr. Sun disclaims  beneficial  ownership
         of any of these shares.
(9)      Beneficially  owned by persons who are  familially  related to Max Sun,
         President and a director of the Company.  Mr. Sun disclaims  beneficial
         ownership of these shares.
(10)     Beneficially  owned by persons who are  familially  related to Zhu Hong
         Wei, a director of the Company.  Mr. Zhu disclaims beneficial ownership
         of these shares.
(11)     Beneficially owned by persons who are familially related to Gordon Gao,
         a director of the Company.  Mr. Gao disclaims  beneficial  ownership of
         these shares.
(12)     Beneficially  owned by Tan Siong  Bee,  familially  related to Max Sun,
         President  and a director of the  company.  Ms. Tan also holds  300,000
         shares in her own name. Mr. Sun disclaims  beneficial  ownership of any
         of these shares.



                                       29





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Since inception,  Mr. Max Sun, President,  a director,  and controlling
shareholder,  has extended credit to CBCom and is expected to continue to extend
credit to it. CBCom has executed a note for the funds  borrowed from Mr. Sun. On
April 24, 1998 CBCom  converted  $1,600,000 of its  outstanding  note and issued
8,000,000  shares of common stock to Mr. Sun or designee.  The outstanding  note
provides for interest at 7% per annum but such  interest  charge has been waived
by Mr. Sun. The note also contains conversion rights for all outstanding amounts
owed  subsequent  to April 24,  1998,  at a  conversion  rate of $.50 per share.
Between April 24, 1998 and December 31, 1998, $160,000 of the loan was converted
into  320,000  shares of common  stock.  During  1999,  $660,358 of the loan was
converted  into  1,320,716  shares of common  stock.  At  December  31, 1999 the
balance owed to Mr. Sun was zero.

         Polmont  Investments,  Ltd. has agreed to pay on behalf of CBCom, Inc.,
through sale of up to 800,000 of the Amtec,  Inc. shares owned by it, the agreed
funds payable to Mr.  Luskin in regard to CBCom's  settlement  with Mr.  Luskin.
Polmont Investments,  Ltd., a British Virgin Islands corporation,  is controlled
by a shareholder of CBCom and the sibling of the president of CBCom. Polmont has
agreed to accept repayment in the form of shares of CBCom,  Inc. valued at $0.50
per share.






























                                       30





ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

         (a)   See Index to Financial Statements  immediately  following Exhibit
               Index


         (b)   A report on Form 8-K has been filed on October 21, 1999 to record
               the acquisition of Abbacy Corporation.

         (c)   A report  on Form  8-K/A  has been  filed on  February  10,  2000
               including  Financial  Statements of CBCom,  Inc.  from  Inception
               (April 23, 1997) to September 30, 1999.

         (d)   Exhibits



EXHIBIT NO.      DESCRIPTION OF EXHIBIT                         MANNER OF FILING

1.1              Agreement and Plan of Merger and amendment     Form 8-K dated
                 thereto between Abbacy Corporation and         October 19, 1999
                 CBCom, Inc. dated September 24, 1999


1.2              Certificate of Incorporation of CBCom, Inc.
                 and amendments                                 *

1.3              By-Laws of CBCom, Inc.                         *

10.1             CBCom, Inc. 1998 Stock Option Plan             *

10.2             Employment Agreement between CBCom, Inc.       *
                 and Charles A. Lesser dated July 18, 1997
                 and amendment

10.3             Convertible Promissory Note, due April 24,     *
                 2000 between CBCom, Inc. and Max Sun

10.4             Memorandum of Understanding between CBCom,     *
                 Inc., Shanghai Stock Exchange Communications
                 Co. and Shanghai Xingtong Telecommunications
                 Science and Technology, Ltd.

27               Financial Data Schedule                        *



*     Included with the filing of this Form 10-KSB


                                       31














                                   CBCOM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                     REPORT ON AUDITED FINANCIAL STATEMENTS


                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999













                                   CBCOM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          INDEX TO FINANCIAL STATEMENTS




Report  of  Independent  Certified  Public  Accountants                    F-2

Financial  Statements
     Balance  Sheets                                                       F-3
     Statements  of  Operations                                            F-4
     Statements  of  Shareholders'  Deficit                                F-5
     Statements  of  Cash  Flows                                           F-7

Notes  to  Financial  Statements                                           F-9







               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To  the  Board  of  Directors
CBCom,  Inc.  (a  development  stage  company)

We  have  audited the accompanying balance sheets of CBCom, Inc., (a development
stage  company)  as  of December 31, 1998 and 1999 and the related statements of
operations,  stockholders'  deficit, and cash flows for the years ended December
31,  1998 and 1999.  We also audited the statements of operations, stockholders'
deficit,  and  cash flows for the period from inception (April 23, 1997) through
December  31,  1999.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of CBCom, Inc. at December 31,
1998 and 1999 and the results of its operations and its cash flows for the years
ended  1998  and  1999,  and  the period from inception (April 23, 1997) through
December  31,  1999, in conformity with generally accepted accounting principles
in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  has  a  limited  operating history and, at
December  31,  1999,  has  a shareholders' deficit that raises substantial doubt
about  its  ability to continue as a going concern. Management's plans in regard
to  these matters are also described in Note 1.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


                                        BDO  International



March  10,  2000
Shanghai,  PRC


                                       F-2



<TABLE>
<CAPTION>
                                               CBCOM, INC.
                                       (A DEVELOPMENT STAGE COMPANY)

                                             BALANCE SHEETS

                                                                 December 31,
                                                         --------------------------
                                                             1998          1999
                                                         ------------  ------------
<S>                                                      <C>           <C>
ASSETS

Current assets:
 Cash                                                    $   240,000   $    31,844
Rent receivable                                                8,655             -
 Prepaid expenses                                                  -         4,771
 Pager inventory (Note 4)                                    136,620             -
                                                         ------------  ------------
Total current assets                                         385,275        36,615
                                                         ------------  ------------
Furniture, fixtures and equipment, net (Note 2)               72,673        53,288

Other assets:
 Deposits                                                     14,521        19,897
 Prepaid interest (Note 5)                                         -       165,000
 Prepaid rent in Beijing representation office (Note 6)      260,417       197,917
                                                         ------------  ------------
Total other assets                                           274,938       382,814
                                                         ------------  ------------
Total assets                                             $   732,886   $   472,717
                                                         ============  ============

LIABILITIES AND DEFICIT

Current liabilities:
 Accounts payable                                        $   117,772   $   331,412
 Salaries payable - Former CEO (Note 6)                      389,583       363,649
 Salaries payable - Other                                     26,000       557,250
 Accrued expenses                                             24,334       129,922
 Income tax payable                                            1,600         2,400
 Capital lease obligation - current (Note 6)                  32,504        32,433
 Loan payable - shareholders (Note 5)                              -        11,988
                                                         ------------  ------------
Total current liabilities                                    591,793     1,429,054
                                                         ------------  ------------
Loan payable - - shareholders (Note 5)                       518,924             -
Loan from a related party (Note 5)                                 -       157,184
Total liabilities                                          1,110,717     1,586,238
                                                         ------------  ------------

COMMITMENTS AND CONTINGENCIES (Notes 5, 6, 7, and 8)

Shareholders' deficit:
 Common stock at par value of $0.001 per share,
100,000,000 shares authorized, 15,327,500 and
17,212,240 shares issued and outstanding at 1998 and
1999, respectively (Note 6 and 7)                             15,327        17,212
 Paid-in capital                                           4,491,234     6,021,944
 Subscription receivable                                      (1,250)       (1,300)
 Accumulated deficit during the development stage         (4,883,142)   (7,151,377)
                                                         ------------  ------------
Total shareholders' deficit                                 (377,831)   (1,113,521)
                                                         ------------  ------------
Total liabilities and shareholders' deficit              $   732,886   $   472,717
                                                         ============  ============

      See accompanying summary of accounting policies and notes to financial
                                   statements.
</TABLE>


                                       F-3



<TABLE>
<CAPTION>
                                               CBCOM, INC.
                                       (A DEVELOPMENT STAGE COMPANY)

                                         STATEMENTS OF OPERATIONS

                                                                                  From Inception
                                                                                (April 23, 1997) to
                                                        Year Ended December 31,    December 31,
                                                       --------------------------
                                                           1998          1999          1999
                                                       ============  ============  =============
<S>                                                    <C>           <C>           <C>
Net sales                                              $         -   $         -   $          -

Cost of sales                                                    -             -              -
                                                       ------------  ------------  -------------

Gross profit                                                     -             -              -

Selling expense                                                  -             -              -


General and administrative expense                       3,001,534     1,771,692      6,620,603


Merger transaction expense (Note 6)                              -       399,950        399,950
                                                       ------------  ------------  -------------

Loss from operations                                    (3,001,534)   (2,171,642)    (7,020,553)

Other income (expense):
 Interest expense, net                                     (14,536)     (106,698)      (122,869)
 Other, net                                                (16,944)       10,905         (5,555)
                                                       ------------  ------------  -------------

Loss before income taxes                                (3,033,014)   (2,267,435)    (7,148,977)

Income tax provision (Note 3)                                  800           800          2,400

Net loss                                               $(3,033,814)   $(2,268,235)  $(7,151,377)
                                                       ============  ============  =============

Weighted average number of common shares outstanding    10,049,226     15,568,879
                                                       ============  =============

Basic and diluted loss per share                       $     (0.30)   $ (0.15)
                                                       ============  =============

      See accompanying summary of accounting policies and notes to financial statements.
</TABLE>


                                       F-4



<TABLE>
<CAPTION>
                                                      CBCOM, INC.
                                             (A DEVELOPMENT STAGE COMPANY)

                                          STATEMENTS OF SHAREHOLDERS' DEFICIT
                                                      (SEE NOTE 7)
                                                                            Additional
                                                                Paid-In        Stock      Accumulated
                                            Shares    Amount    Capital     Subscription     Deficit        Total
                                          ----------  -------  ----------  --------------  ------------  ------------
<S>                                       <C>         <C>      <C>         <C>             <C>           <C>
Issuance of stock for cash ($.20 per       2,000,000  $ 2,000  $  398,000  $           -   $         -   $   400,000
share)
Issuance of stock for assets ($.20 per       937,500      937     186,563              -             -       187,500
share)
Issuance of stock for cash ($.50 per         200,000      200      99,800              -             -       100,000
share)
Net loss                                           -        -           -              -    (1,849,328)   (1,849,328)
                                          ----------  -------  ----------  --------------  ------------  ------------

BALANCE, December 31, 1997                 3,137,500    3,137     684,363              -    (1,849,328)   (1,161,828)

Issuance of stock for signing bonus          875,000      875     436,625              -             -       437,500
($.50 per share)
Issuance of stock for rental expense in      625,000      625     311,875              -             -       312,500
Beijing ($.50 per share)
Conversion of  shareholder's loan          8,000,000    8,000   1,592,000              -             -     1,600,000
($.20 per share)
Conversion of shareholder's loan             320,000      320     159,680              -             -       160,000
($.50 per share)
Issuance of stock for directors'           1,120,000    1,120     558,880              -             -       560,000
compensation ($.50 per share)
Issuance of stock for promotion and        1,250,000    1,250     623,750         (1,250)            -       623,750
facilitation service ($.50 per share)
Issuance of stock options                          -        -     112,500              -             -       112,500
Forgiveness of interest on                         -        -      11,561              -             -        11,561
shareholders loan
Net loss                                           -        -           -              -    (3,033,814)   (3,033,814)
                                          ----------  -------  ----------  --------------  ------------  ------------

BALANCE, December 31, 1998                15,327,500   15,327   4,491,234         (1,250)   (4,883,142)     (377,831)
                                          ==========  =======  ==========  ==============  =============  ===========

                See accompanying summary of accounting policies and notes to financial statements.
</TABLE>

                                       F-5




<TABLE>
<CAPTION>
                                                      CBCOM, INC.
                                             (A DEVELOPMENT STAGE COMPANY)

                                          STATEMENTS OF SHAREHOLDERS' DEFICIT
                                                      (SEE NOTE 7)
                                                                         Additional
                                                             Paid-In        Stock      Accumulated
                                         Shares    Amount    Capital     Subscription     Deficit        Total
                                       ==========  =======  ==========  ==============  ===========  =============
<S>                                    <C>         <C>      <C>         <C>             <C>          <C>

BALANCE, December 31, 1998             15,327,500   15,327   4,491,234         (1,250)  (4,883,142)    (377,831)

Issuance of warrants for cash                   -        -     135,000              -            -      135,000
Deemed interest for Polmont                     -        -     220,000              -            -      220,000

Issuance of stock for cash ($.45 per      100,000      100      44,900              -            -       45,000
    share)
Issuance of stock for cash ($.90 per       10,000       10       8,990              -            -        9,000
    share)
Issuance of stock for cash ($.90 per       35,000       35      31,465              -            -       31,500
    share)
Issuance of stock for cash ($.45 per       40,000       40      17,960              -            -       18,000
    share)
Issuance of stock for cash ($.90 per       23,000       23      20,677              -            -       20,700
    share)
Issuance of stock for cash ($.45 per       30,000       30      13,470              -            -       13,500
    share)
Issuance of stock for cash ($.90 per       20,000       20      17,980              -            -       18,000
    share)
Issuance of stock for cash ($.45 per       30,000       30      13,470              -            -       13,500
    share)
Issuance of stock options                       -        -      18,750              -            -       18,750
Issuance of stock for merger with         250,000      250     249,750                                  250,000
    Abbacy ($1.00 per share)
Regulation D, Rule 506 issuance            50,000       50      49,950            (50)                   49,950
    ($1.00 per share)
Conversion of  shareholder's loan         140,000      140      69,860                                   70,000
    ($.50 per share)
Conversion of  shareholder's loan       1,156,740    1,157     577,213                                  578,370
    ($.50 per share)
Forgiveness of interest on                      -        -      41,275              -            -       41,275
    shareholder's loan
Net loss                                        -        -           -              -   (2,268,235)  (2,268,235)
                                       ----------  -------  ----------  --------------  -----------  ------------

BALANCE, December 31, 1999             17,212,240  $17,212  $6,021,944  $      (1,300)  $(7,151,377) $(1,113,521)
                                       ==========  =======  ==========  ==============  ===========  =============

             See accompanying summary of accounting policies and notes to financial statements.
</TABLE>
                                       F-6



<TABLE>
<CAPTION>
                                            CBCOM, INC.
                                   (A DEVELOPMENT STAGE COMPANY)

                                      STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                                      From Inception
                                                                                     (April 23, 1997) to
                                                            -------------------------
                                                              Year Ended December 31,    December 31,
                                                                1998          1999          1999
                                                            ------------  ------------  ------------
<S>                                                         <C>           <C>           <C>
Cash flows from operating
  activities:
 Net loss                                                   $(3,033,814)   $(2,268,235)   $(7,151,377)
 Adjustments to reconcile net
   loss to net cash provided by
   (used in) operating activities:
   Depreciation and amortization                                 18,612        18,885        43,052
   Write-off assets in Beijing                                        -             -       187,500
   Write-off of pager inventory                                       -       136,620       136,620
   Issuance of stock for signing                                436,625             -
     bonus                                                      436,625
 Forgiveness of interest on shareholder's loan                   11,561        41,275        52,836
Compensation cost related to options granted                    112,500        18,750       131,250
 Issuance of stock for promotion and facilitation service       623,750             -       623,750
   Issuance of stock for payroll
     expense                                                    560,000         560,000           -
   Issuance of stock for merger
transaction expenses                                            250,000             -       250,000
    Increase(decrease) in cash from changes in:
   Receivables                                                   (8,655)        8,655             -
   Pager inventory                                              (77,226)            -      (136,620)
   Deposits                                                           -        (5,376)      (19,897)
   Prepaids                                                      56,964       112,729       164,812
   Accounts payable                                             119,372       213,640       331,412
   Salaries payable - former                                    289,583       (25,934)      363,649
     CEO
   Salaries payable - other                                    (550,625)      531,250       557,250
   Accrued liabilities and
     income tax payable                                          14,076       106,388       132,322
                                                            ------------  ------------  ------------
Net cash used in operating
  activities                                                 (1,427,277)     (861,353)   (3,336,816)
                                                            ------------  ------------  ------------
Cash flows from investing
  activities:
 Purchase of furniture and                                       (3,528)            -       (64,336)
   equipment
 Refund of purchase price on
   a piece of furniture                                               -           500           500
                                                            ------------  ------------  ------------

Net cash provided by (used in)
  investing activities                                           (3,528)          500       (63,836)
                                                            ------------  ------------  ------------
</TABLE>

                                       F-7


<TABLE>
<CAPTION>
                                            CBCOM, INC.
                                   (A DEVELOPMENT STAGE COMPANY)

                                      STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<S>                                                         <C>           <C>        <C>
                                                                     From Inception
                                                                                     (April 23, 1997) to
                                                              Year Ended December 31,    December 31,
                                                            -------------------------
                                                                1998          1999          1999
                                                            ------------  ------------  ------------
Cash flows from financing
  activities:
 Repayment of capital lease                                           -           (71)          (71)
 Proceeds from shareholder
   loans                                                      1,398,941       149,000     2,646,619
 Repayments to shareholders                                    (130,437)       (7,566)     (226,261)
 Proceeds from related party
   loans                                                              -       157,184       157,184
 Proceeds from issuance of
   stock                                                            875       354,150       855,025
                                                            ------------  ------------  ------------
Net cash provided by financing
  activities                                                  1,269,379       652,697     3.432,496
                                                            ------------  ------------  ------------
Net increase (decrease) in cash and
  cash equivalents                                             (161,426)     (208,156)       31,844

Cash and cash equivalents,
  beginning of period                                                 -       401,426       240,000
                                                            ------------  ------------  ------------
Cash and cash equivalents, end
  of period                                                 $    31,844   $   240,000   $    31,844
                                                            ============  ============  ============

SUPPLEMENTARY INFORMATION:
Cash paid during the year:
 Interest                                                   $     3,179   $     2,048   $     5,563
                                                            ============  ============  ============
SUPPLEMENTAL DISCLOSURE OF
  NON - CASH ACTIVITIES:
 Issuance of stock to purchase
   selected assets in CBCom
   Beijing                                                            -             -       187,500
 Capital lease                                                        -             -        32,504
 Issuance of stock for signing
   bonus                                                        436,625             -       436,625
 Issuance of stock for prepaid                                  312,500             -       312,500
   rents in Beijing
 Conversion of shareholder's                                  1,760,000       648,370     2,408,370
   loan
 Issuance of stock for directors'                               560,000             -       560,000
   compensation
 Issuance of stock for promotion                                623,750             -       623,750
   and facilitation service
 Issuance of stock for merger transaction expenses                    -       250,000       250,000
 Deemed interest for Polmont                                          -       220,000       220,000
 Forgiveness of interest accrued                            $    11,561   $    34,876   $    46,437
                                                            ============  ============  ============

      See accompanying summary of accounting policies and notes to financial  statements.
</TABLE>


                                       F-8

                                   CBCOM, INC.
                           (a development stage company)
                           NOTES TO FINANCIAL STATEMENTS
NOTE  1-BASIS  OF  PRESENTATION

BACKGROUND  OF  ORGANIZATION  AND  GOING  CONCERN  UNCERTAINTY

CBCom,  Inc.  ("the  Company")  was  incorporated under the laws of the State of
Delaware  on  April  23,  1997  and  is  registered  to do business as a foreign
corporation in the State of California.  The strategic mission of the Company is
to  participate  in  the  development  of  telecommunication,  internet,  and
information service businesses in China.  The Company was previously involved in
the  pager  network business in China through transferring Western manufacturing
technology  and  management  resources  to  joint ventures established in China,
however, these ventures were unsuccessful.  The Company has incurred consecutive
losses  since  inception.

The  Company's  headquarters is located in Encino, California.  From August 1997
to  the  present,  the Company has maintained a representative office in Beijing
for  the purpose of oversight of its China projects.  From January 1998 to March
1999,  the  Company  had  a representative office in Shanghai for the purpose of
developing  its business relationship with Shanghai Stock Exchange Communication
Co.  Ltd.  ("SSEC").

On January 31, 1999, the Company entered into a Memorandum of Understanding with
SSEC  and  Shanghai  Xingtong  Telecommunication Science and Technology Co. Ltd.
("SXTST)  to  develop  a  financial  data network in China through setting up an
equity  joint  venture invested by these three parties.  The main strategy is to
make  full  usage  of  the  existing  capacity  of  VSAT satellite communication
infrastructure  owned  by  Shanghai  Stock Exchange throughout China.  The total
capital  required  in  that  joint  venture  is  currently  estimated  to  be
US$3,000,000.  The  Company  will  contribute 70% of that amount; SSEC, 20%; and
SXTST,  10%.  The  joint  venture  has  not yet been established as of March 10,
2000.

The  Company  has  suffered  losses since its inception in 1997 and had negative
working  capital  in  1998 and 1999, respectively, that raises substantial doubt
about  its  ability  to  continue  as a going concern.  Historically, one of the
Company's directors and major shareholders provided the Company with substantial
financing  sources.  The  director  has  provided a letter of support indicating
that he pledges to provide continuous financial support to enable the Company to
satisfy  its working capital requirements and to complete its commitments to the
aforementioned  Shanghai  joint venture project on a going concern basis.  While
there  is no assurance that funding will be available, the Company is continuing
to  actively seek funding to complete the Shanghai joint venture project through
equity  and/or  debt  financing.  There  is  an uncertainty that management fund
raising  will  be  successful.  The  accompanying  financial  statements  do not
include  any  provisions  or adjustments, which might result from the outcome of
the  uncertainty  discussed  above.

BASIS  OF  ACCOUNTING

The  financial  statements are prepared in accordance with accounting principles
generally accepted in the United States of America (U.S. GAAP) and are presented
in  U.S.  dollars.

CASH  AND  CASH  EQUIVALENTS
The  Company  considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  to  be  cash  equivalents.
                                       F-9

                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  1-BASIS  OF  PRESENTATION  (CONTINUED)

INVENTORY

Inventory consists principally of pager parts and is stated at the lower of cost
or  market  on  a  first-in  first-out  basis.

FURNITURE,  FIXTURES  AND  EQUIPMENT

Property  and  equipment are stated at cost.  Depreciation is computed primarily
using  the  estimated  useful  lives  of  the  assets  as  follows:

                                                  Estimated
                                                 Useful Life
                                                  (in years)
                                                 ------------
Furniture and fixtures                                  7
Equipment                                               5

Maintenance,  repairs  and  minor  renewals  are charged directly to expenses as
incurred.  Additions  and  betterment to property and equipment are capitalized.
When  assets  are disposed of, the related cost and accumulated depreciation are
removed  from  the  accounts  and  any resulting gain or loss is included in the
statement  of  operations.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities  at  the  date of the financial statements.
Actual  results  could  differ  from  these  estimates.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  carrying amount of cash, accounts payable, accrued expenses, and short-term
loan  payable  are reasonable estimates of their fair value because of the short
maturity  of  these  items.  The  fair  value  of  the long-term loan payable is
estimated  using  a  discounted  cash flow analysis utilizing the market rate at
which  similar  loans would be made to borrowers with similar credit ratings and
for  the  same  remaining  maturity.

INCOME  TAXES

The Company accounts for income taxes using the liability method, which requires
an  entity  to  recognize  deferred tax liabilities and assets.  Deferred income
taxes  are  recognized  based on the differences between the tax bases of assets
and  liabilities  and  their  reported amounts in the financial statements which
will  result  in  taxable  or  deductible amounts in future years.  Further, the
effects of enacted tax laws or rate changes are included as part of deferred tax
expenses  or benefits in the period that covers the enactment date.  A valuation
allowance  is recognized if it is more likely than not that some portion, or all
of,  a  deferred  tax  asset  will  not  be  realized.

                                       F-10



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  1-BASIS  OF  PRESENTATION  (CONTINUED)

ADOPTION  OF  SFAS  NO.  121

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  121  (SFAS No. 121) "Accounting for the Impairment of Long-Lived
Assets  and  for Long-Lived Assets to be Disposed Of", which requires impairment
losses to be recorded on long-lived assets being developed, based on fair value,
when  indicators  of  impairment  are  present  and  the undiscounted cash flows
estimated  to  be  generated  by those assets are less than the assets' carrying
amount.  Examples  of indicators of impairment include a significant decrease in
the  market  value  of an asset, a significant change in the extent or manner in
which  an  asset  is  used  or a significant adverse change in legal or business
factors  that  could  affect  the  value  of  an  asset.

Management  assessed  the  fair  value  of  assets  of  $623,750 related to cost
incurred  for  obtaining  the  license and contract with Shanghai Stock Exchange
(see  Note  4 for detail).  As the chance of obtaining the license is uncertain,
the  fees paid for promotional services were expensed during 1998.  In addition,
management  assessed  the  fair value of pager inventory as of December 31, 1999
and found that these pager inventories did not have any future economic benefits
because  development  work  has  been  completed and there are no current sales,
therefore,  decided  to  write  the  value  of  $136,620  off  during  1999.

STOCK  BASED  COMPENSATION

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation"  ("SFAS  123"),  establishes a fair value method of accounting for
stock-based  compensation plans and for transactions in which a company acquires
goods  or  services from non-employees in exchange for equity instruments.  SFAS
123  also  gives  the option to account for stock-based employee compensation in
accordance with Accounting Principles Board Opinion No. 25 (APB 25), "Accounting
for  Stock issued to Employees," or SFAS 123.  The Company elected to follow APB
25 which measures compensation cost for employee stock options as the excess, if
any,  of  the  fair  market price of the Company's stock at the measurement date
over  the  amount  an  employee  must  pay  to  acquire  stock.

EARNINGS  (LOSS)  PER  SHARE

Effective  December  31,  1997,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 128, "Earnings per Share" ("SFAS 128").  The statement
replaces  the calculation of primary and fully diluted earnings (loss) per share
with  basic  and  diluted  earnings (loss) per share.  Basic earnings (loss) per
share  includes  no dilution and is computed by dividing income (loss) available
to  common  shareholders  by  the  weighted average number of shares outstanding
during  the  period.  Diluted  earnings  (loss) per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully  diluted  earnings  (loss) per share.  The 1,500,000 options and 1,250,000
options  in  1998  and  1999  were  not included in calculating weighted average
outstanding  shares  as  they  have  an  anti-dilutive impact on loss per share.


                                       F-11

                                   CBCOM, INC.
                           (a development stage company)
                           NOTES TO FINANCIAL STATEMENTS

NOTE  1-BASIS  OF  PRESENTATION  (CONTINUED)

NEW  ACCOUNTING  STANDARD  NOT  ADOPTED  YET

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  (SFAS  No.  133).  SFAS No. 133 requires companies to recognize all
derivatives  contracts  as either assets or liabilities in the balance sheet and
to  measure them at fair value.  If certain conditions are met, a derivative may
be  specifically  designated  as a hedge, the objective of which is to match the
timing  of  gain  or  loss  recognition  on  the  hedging  derivative  with  the
recognition  of  (i)  the  changes  in  the  fair  value  of the hedged asset or
liability  that  are attributable to the hedged risk or (ii) the earnings effect
of  the  hedged  forecasted  transaction.  For  a derivative not designated as a
hedging  instrument,  the  gain or loss is recognized in income in the period of
change.  SFAS  No.  133  is  effective  for  all fiscal quarters of fiscal years
beginning  after  June  15,  2000.

Historically,  the  Company has not entered into derivatives contracts either to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not  expect  adoption  of  the  new  standard  on  January 1, 2001 to affect its
financial  statements.

NOTE  2-FURNITURE,  FIXTURES  AND  EQUIPMENT

Furniture, fixtures and equipment consists of:
                                                       December 31,
                                                     1998         1999
                                                -------------  -------------
Furniture and fixtures                           $      7,716   $  7,216
Equipment                                              89,124     89,124
                                                -------------  -------------

                                                       96,840     96,340

Accumulated depreciation                              (24,167)   (43,052)
                                                -------------  -------------

Net                                              $     72,673   $ 53,288
                                                =============  =============

Depreciation  expenses were $18,612 and $18,885 for the years ended December 31,
1998,  and  1999.

Included in equipment are the following assets held under capital leases:
                                                       December 31,
                                                     1998         1999
                                                -------------  -------------
Equipment                                        $     32,504    $ 32,504

Accumulated depreciation                               (9,753)    (16,254)

Net                                              $     22,751    $ 16,250
                                                =============  =============
                                       F-12

                                   CBCOM, INC.
                           (a development stage company)
                           NOTES TO FINANCIAL STATEMENTS
NOTE  3-INCOME  TAXES
The provision for income taxes consists of:       Year Ended December 31,
                                                ----------------------------
                                                     1998         1999
                                                -------------  -------------
Income tax provision (state)                      $    800     $    800
                                                -------------  -------------
                                                  $    800     $    800
                                                =============  =============

The components of the net deferred tax asset and liability are as follows:

                                                        December 31,
                                                ----------------------------
                                                     1998         1999
                                                -------------  -------------
Deferred tax assets:
 Net operating loss carryforwards                $  1,729,890   $  2,591,504
 Salary and bonus accrual                             179,333        330,653
 Capital loss carryforward                              7,198          7,198
                                                -------------  -------------

 Subtotal                                           1,916,421      2,929,355
 Valuation allowance                               (1,916,421)   $(2,929,355)
                                                -------------  -------------
 Net                                             $         -     $        -
                                                =============  =============
Management  is  unable  to determine whether the realization of the net deferred
tax  asset  is  more  likely  than  not  to realize, therefore, a 100% valuation
allowance  has  been  established.

The  Company  had  accumulated net operating losses of approximately $4,341,000,
and  $6,049,000  as of December 31, 1998 and 1999, respectively, for Federal and
California  state  income  tax purposes to offset future taxable income, if any,
and  expire  at  various  dates  through  the  year  2014 for federal income tax
purposes  and  through  the  year 2004 for California state income tax purposes.
However,  the  utilization  of  net  operating  losses may be subject to certain
limitations  as  prescribed  by  Section 382 of the Internal Revenue Code.   The
Company  has  a  capital loss carryforward of $17,994 which will expire in 2003.

NOTE  4-JOINT  VENTURE  PROJECTS

In  October,  1997,  CBCom,  Inc.  and Beijing Great Wall Century Communications
Technology  Company,  Ltd.,  an  established  paging  company in China, signed a
twenty year joint venture contract to establish a Sino-U.S. equity joint venture
company  called  GCC  CBCom  (Tianjin)  Communications  Company, Ltd. to build a
nationwide  paging  network.  CBCom, Inc. advanced $107,500 to the joint venture
for  organization costs and start-up costs.  The joint venture has not commenced
the  nationwide  paging network as of December 31, 1998 and the business license
for  GCC  CBCom (Tianjin) has expired and has not been renewed.  The Company has
expensed  $107,500  during  1998  and  will  decide  at a later stage whether to
reactivate  GCC  CBCom  (Tianjin).


                                       F-13

                                   CBCOM, INC.
                           (a development stage company)
                           NOTES TO FINANCIAL STATEMENTS

NOTE  4-JOINT  VENTURE  PROJECTS

The  Company  signed  a Memorandum of Understanding with Shanghai Stock Exchange
Communication  Co.,  a  subsidiary of the Shanghai Stock Exchange on January 31,
1999.  The  purpose  of  the  Memorandum
of  Understanding  is  to establish a Sino-U.S. equity joint venture company, in
which  CBCom,  Inc. will hold 70% of the equity.  The joint venture company will
distribute  real  time  stock  and  financial  data in China using the satellite
communications  system  owned by Shanghai Stock Exchange Communication Co.  At a
later time, the joint venture plans to create an Internet Service Provider (ISP)
in  China.  The  Company  has  incurred  $250,000  in start-up expense which was
expensed during 1998 and which could be credited toward its capital contribution
to  the  joint  venture  company  when  the  joint  venture  is  completed.

PAGER  INVENTORY

Pager  inventory  represent  parts  purchased  to  be  used  to  manufacture the
Microtron  2000  pager.  The  parts  are  already  in the hands of the Company's
contract  manufacturer, Samjin, Ltd., a third party.  As pagers are manufactured
and  sold, the cost of the parts already advanced will be charged to the cost of
goods  sold  and  will  reduce  the  amount  of  cash  necessary  to pay for the
manufactured pagers.  Based on a review of the expected usage in the future, the
Company  wrote  the  $136,620  balance  off  during  1999.

LICENSES/CONTRACTS

In 1998, the Company issued 1,250,000 shares of common stock valued at $0.50 per
share  to Sinoway Limited for its services to obtain an exclusive license to use
SSEC's VSAT satellite system and other telecommunication infrastructures and the
name  and  logo,  etc., of SSEC.  Accordingly, the Company recognized a notional
stock  subscription  receivable  of $1,250 and promotion service for License and
Contract  of  $623,750  in  1998.  As  the  chance  of  obtaining the license is
uncertain,  the  fees  paid  for promotional services were expensed during 1998.

NOTE  5-RELATED  PARTY  TRANSACTIONS

The  Company's  operations  have  been  financed  by  capital  injection  from
shareholders  and  loans  from  shareholders.  On  April  23,  1997,  the  first
individual  investor  injected cash of $400,000 in exchange for 2,000,000 shares
of  common stock.  Another investor promised to inject cash of $1,600,000.  Both
investors  agreed  that  the $1,600,000 should be injected on an as-needed basis
from  June 15, 1997 forward and that the advance will be recorded as a loan from
shareholder  first and will be converted into common stock at a conversion price



                                       F-14



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

of  $0.20  per  share  when  the  total amount reaches $1,600,000.  If the other
investor  does  not inject cash up to $1,600,000 by June 30, 1998, he would have
had  to  accept  the  current private placement price when he converts his loan.
The funds advanced by the other investor did not bear interest and had no stated
maturity.  On  April 24, 1998, the other investor converted the outstanding loan
of  $1,600,000  into  8,000,000  shares  of common stock.  Thereafter, the other
investor became the principal shareholder of the Company.  After the conversion,
the  balance  of  loan  payable  to  this  shareholder  was  $43,956.

On  the  same  date,  the  principal  shareholder and the Company entered into a
promissory  note (the Note), which specified that the principal shareholder will
continue  to  provide funds to the Company on a going forward basis and that any
balance  of loan payable to the principal shareholder should be due on April 24,
2000  bearing  an  interest  rate  of  7% per annum.  According to the Note, the
lender has the option to convert his outstanding loan balance into the Company's
common  stock  at a conversion price of $0.50 per share at any time prior to the
maturity  date.  The  Note  also  specified  that  the  conversion  price may be
adjusted  if the Company shall at any time undergo a stock split, stock dividend
or  other  combination  or  subdivision  that  does  not  involve  payment  of
consideration  for such shares.  As of December 31, 1998 and 1999, the principal
shareholder  waived  his  accrued  interest  receivable  of $11,561 and $41,275,
respectively.










                                       F-15



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS


NOTE  5-RELATED  PARTY  TRANSACTIONS  (CONTINUED)

From  early  October  1998  to early December of 1998, the principal shareholder
converted  $160,000  of  shareholder loan into 320,000 shares of common stock in
four  tranches.

In  November  1999,  the  principal shareholder converted $70,000 of shareholder
loan  into  140,000  shares  of  common  stock  at  $0.50  per  share.

On  December  30,  1999,  the Company issued 1,156,740 shares of common stock to
convert  the  shareholder  loan  of  $578,370  into equity at $0.50 per share in
accordance  with  the  terms  specified  in  the  Note.

Two  other  shareholders  also  advanced money to the Company in 1999.  However,
these  advances did not bear interest and did not have a definite maturity date.

The  Company  also  has  loans  from Polmont Ltd., an investment holding company
registered  in  the  British  Virgin Islands, which is beneficially owned by the
sister of the principal shareholder.  The Company entered into an agreement with
Polmont  on March 27, 1999 whereby the Company shall repay the loan balance on a
dollar-to-dollar  basis  to  Polmont on or before March 26, 2002 for all amounts
paid  to  a  former  CEO for compensation from the sale of security by an escrow
agent,  plus  simple  interest  at 10% per annum on each amount advanced.  Also,
that  agreement  specified  that  the  Company  allows  Polmont  to  convert the
outstanding  obligation,  in  whole  or  part, into common stock at a conversion
price  of  $0.50  per share.  Upon conversion, interest earned by Polmont on the
amount(s)  converted  shall  be  waived  by  Polmont.  In  addition, the Company
designated  Polmont  to  purchase  500,000  shares  of common stock owned by the
former  CEO  at  $30,000  in total after the repayment process is complete.  See
Note  6 for details.  Due to the nature of this off-balance sheet financing, the
Company  recognized prepaid interest of $220,000 and the corresponding amount in
additional paid-in capital and amortized the prepaid interest over the period of
three  years.

The  balance  of  loans  payable  to  related  parties  is  as  follows:
<TABLE>
<CAPTION>



                                           Loans from      Loans from          %
                                            Principal        Other         Loans from
                                           Shareholder    Shareholders    Polmont Ltd.
<S>                                       <C>            <C>             <C>
                                          ------------  ---------------  --------------
Balance at December 31, 1997                 1,010,420               -                -

New borrowings                               1,398,941               -                -
Repayments including conversion to stock    (1,890,437)              -                -
                                          ------------  ---------------  --------------

Balance at December 31, 1998                   518,924               -                -

New borrowings                                 136,900          12,100          157,184
Repayments including conversion to stock      (655,824)           (112)               -
                                          ------------  ---------------  --------------

Balance at December 31, 1999              $          -   $      11,988   $      157,184
                                          =============  ==============  ==============
</TABLE>


                                       F-16



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  5-RELATED  PARTY  TRANSACTIONS  (CONTINUED)

The minimum future cash payments for the above loans as of December 31, 1999 are
as  follows:

Maturity at December 31,    Amount
                           --------

 2000                      $ 11,988
 2001                             -
 2002                       157,184
                           --------

 Total principal payments  $169,172
                           ========

NOTE  6-COMMITMENTS  AND  CONTINGENCIES

OPERATING  LEASES

The  Company  leases its facilities in the U.S. under a non-cancelable operating
lease  which  expires August 31, 2002. The Company also leases equipment under a
non-cancelable  capital  lease  which  expires June 2000.  Future minimum annual
lease  payments  as  of  December  31,  1999  are  as  follows:

Year ending December 31,   Capital Leases        Operating Leases
                          ------------------  -------------------
       2000                    $  36,693           $ 172,454
       2001                            -             172,454
       2002                            -             114,970
   Less:  interest                (4,260)                 -
                          ------------------  -------------------

   Total lease payments        $  32,433           $ 459,878
                          ==================  ===================


The Company sublet a portion of the its facility and offset rent expense in 1998
and  1999.  The  net  rental  expense  is  presented  as  follows:

                                                        Year ended December 31,
                                                        ----------------------
                                                           1998       1999
                                                         ---------  ---------
Gross rental expense (including rent in Beijing, China)  $224,537   $241,927

Sublet rental income                                      (67,230)   (92,302)
                                                         ---------  ---------
Net rental expense                                       $157,307   $149,625
                                                         =========  =========

The  Company  leases  its facilities in Beijing under a five year non-cancelable
operating  lease  which  expires  February 28, 2003.  The Company issued 625,000
shares  of common stock in exchange for $312,500 of rent.  The Company amortizes
the  prepaid  rent at the rate of $5,208 per month.  The balance of prepaid rent
is  $197,917  at  December  31,  1999.


                                       F-17



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  6-COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

On  August  30, 1999, a law suit was filed in the Superior Court of the State of
California  against  the  Company  and  its  officers  by  Com VU Corporation, a
Delaware  corporation,  based  on an alleged breach of a prior agreement between
CBCcom  and  Com  VU.  The  parties entered into a merger agreement on March 26,
1999,  which  merger  was  never  effected.  Com VU is alleging that the Company
failed to consummate the merger by failure to use its best efforts to effect it,
failed  to pay $50,000 in outstanding debts to two shareholders on behalf of Com
Vu,  terminated  the agreement improperly and breached a covenant of good faith.
Com Vu is requesting payment of the $50,000 plus losses of approximately $15,000
in expenses and costs.  The management is unable to estimate the pending result.

EMPLOYMENT  AGREEMENTS

The Company had a five-year employment agreement starting from May 17, 1997 with
the former CEO who left the Company in January 1999.  He filed a lawsuit against
the  Company  for  the unpaid compensation of $520,833 through May 17, 1999 plus
$30,000  for  repurchasing  the  shares  currently owned by him and the relevant
compensation  remaining  on  his  employment  agreement.  In accordance with the
employment  agreement,  the  former  CEO's  annual  base  salary  and bonus were
guaranteed  up  to May 15, 1999 by 800,000 shares of a publicly traded company's
common  stock  in  an  escrow  account,  which  were owned by Polmont Investment
Limited.

On  January  21,  1999, the Company entered into a settlement agreement with the
former  CEO  as follows:  (1) the delayed compensation of $520,833 would be paid
by  the  proceeds from the sale of the asset held in the escrow account; and (2)
both  parties  agreed  to  submit  any  remaining compensation claims to binding
arbitration.  To  the  extent  that  the  former  CEO wins an award in excess of
$550,833,  he  will be authorized to sell remaining shares in the escrow account
to  the  extent  of  3,500 shares per day; and (3) the former CEO agreed to look
solely to the escrowed shares for his satisfaction of his claim in this lawsuit,
waive  any claim for damages in excess of their value, and generally release all
parties  to  this  lawsuit, such release being subject to the performance of the
obligations  of the related defendants.  As of December 31, 1999, the escrow has
sold  130,000 shares for proceeds of $157,184, accordingly the amount due to the
former  CEO  was  reduced  to  $363,649.

Based  upon  the  above  settlement  agreement, the Company understands that the
total  obligation  to  Polmont  will  depend on the market value of these shares
remaining  in the escrow account (See Note 5 for reference).  As of December 31,
1999,  there  were  670,000 shares remaining in the escrow account with a market
price  of  $1.8125.  According to the agreement between the Company and Polmont,
the  Company  will recognize the corresponding loan payable to Polmont as shares
are  sold  and the proceeds are used to settle its obligation to the former CEO.

NOTE  7-EQUITY  TRANSACTIONS

On  January 1, 1998 the Company issued 500,000, 250,000, and 125,000 (a total of
875,000)  shares  of  common  stock  to  its  CEO,  CFO,  and  chief  engineer,
respectively,  at  $.001  per  share  as  signing  bonus for their services from
inception to September 30, 1999 with the Company.  The Company received proceeds
of  $875  and recognized compensation cost of $436,625, based on a fair value of
$.50  per  share.


                                       F-18



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  7-EQUITY  TRANSACTIONS  (CONTINUED)

On March 1, 1998, the Company issued 625,000 shares of common stock at $0.50 per
share  in  exchange for the future rent in its Beijing representative office for
the  next five years.  The prepaid rental of $312,500 will be amortized over the
next  five  years.

On  April 24, 1998, the Company issued 8,000,000 shares of common stock at $0.20
per  share  to  convert a shareholder loan of $1,600,000.  This conversion price
was  specified on August 31, 1997 between the original founders and the Company.
The  shareholder  loan was made to the Company from time to time on an as-needed
basis  from  June  15,  1997 to April 24, 1999 and was not converted into common
stock  until  the  shareholder  loan  totaled  $1,600,000.

From  early  October to early December 1998, the principal shareholder converted
$160,000  of  shareholder  loan into 320,000 shares of common stock at $0.50 per
share  in  four  tranches.

On  December 31, 1998, the Company issued 400,000, 400,000, and 320,000 (a total
of  1,120,000)  shares  of common stock at $0.50 per share to three directors as
their employment compensation of $200,000, $200,000, and $160,000, respectively,
for  four months in 1997 (recognized in 1997) and the year of 1998 in accordance
with  their  respective  employment  agreement.

On  December  31,  1998,  the Company issued 1,250,000 shares of common stock at
$0.001  per  share  in  exchange  for  the  promotion  and facilitation services
provided  by  Sinoway Limited (Sinoway) registered in the British Virgin Islands
with  a corporate office in Hong Kong, which is an affiliate company of Shanghai
Stock  Exchange  Communication  Co.  Ltd.  Sinoway  promised to obtain exclusive
licenses  to  use  VSAT  satellite systems owned by SSE and the logo and name of
SSE.  Sinoway  agreed  to  pay  $0.001  per  share for these 1,250,000 shares of
common stock.  Accordingly, the Company recognized a notional stock subscription
of  $1,250  and  a  promotion  expense for the License/Contract of $623,750.  If
these licenses were obtained, the cost would be amortized over the life of joint
venture  with  SSEC  and  SXTST.  However,  the  effectiveness  of this issuance
depends on the success of setting up the equity joint venture among the Company,
SSEC,  and SXTST and obtaining the exclusive licenses.  On June 30, 2000, if the
joint  venture  has  not been set up and exclusive licenses to use the satellite
communication network owned by Shanghai Stock Exchange and use the logo and name
of  Shanghai  Stock Exchange have not been obtained, the issuance of stock could
be  canceled.  As  of  March  10,  2000,  the  license  has  not  been obtained.

1999

On  February 1, 1999, the Company conducted a private placement to issue 600,000
warrants  at  $0.25  per warrant in four tranches to an existing shareholder and
received  total  proceeds  of  $135,000,  net of a finders fee of $15,000.  Each
warrant  carries  an exercise price of $0.25 per share and allows each holder of
warrant  to  exercise  any time on or before January 31, 2004.  Accordingly, the
Company  reserved  600,000  shares  of  common  stock  for  these  warrants.

On  March  27,  1999,  the Company recognized deferred interest of $220,000 as a
result  that  Polmont  Ltd.  was  designated  to  purchase 500,000 shares of the
Company's  stock  from  the  former  CEO  as part of a settlement for a total of
$30,000  whereas  the  fair  value of stock was at $0.50 per share at that date.
Therefore, the Company recognized $220,000 of prepaid interest and will amortize
this  $220,000 over the period of three years.  See Note 5 for more information.


                                       F-19



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  7-EQUITY  TRANSACTIONS  (CONTINUED)

On  May  10,  1999,  the  Company conducted a private placement to issue 100,000
shares of common stock at $0.50 per share to an accredited investor and received
total  proceeds  of  45,000,  net  of  a  finders  fee  of  $5,000.

From  May  14 to June 4, 1999 the Company conducted a private placement to issue
45,000  shares  of  common  stock  at  $1.00  per  share in three tranches to an
individual  investor  and  one corporate investor and received total proceeds of
$40,500,  net  of  a  finders  fee  of  $4,500.

On  June 22, 1999, the Company issued 40,000 shares of common stock at $0.50 per
share  to  an  existing  shareholder.  Consequently,  the Company received total
proceeds of $18,000, net of a finders fee of $2,000.  The amount recorded by the
Company  includes  deducting  $0.50  per share for her service as a part of fund
raising  cost.

In August 1999, the Company conducted a private placement to issue 23,000 shares
of common stock at $1.00 per share in three tranches to two individual investors
and  received  total  proceeds  of  $20,700,  net  of  a  finders fee of $2,300.

On  August  25,  1999, the Company issued 30,000 shares of common stock at $0.50
per  to  an  existing  shareholder.  Consequently,  the  Company  received total
proceeds of $13,500, net of a finders fee of $1,500.  The amount recorded by the
Company  includes  deducting  $0.50  per share for her service as a part of fund
raising  cost.

On  August  26, 1999, the Company conducted a Regulation D, Rule 506 offering to
issue  50,000  shares  of  common  stock at par value of $0.001 per share to 300
shareholders  through  an  off-shore  investment company in order to satisfy its
goal  to  be  listed on the NASDAQ OTC Bulletin Board. On December 22, 1999, the
Company  completed  the  offering,  issued  50,000  shares  of common stock, and
recognized  a  merger transaction expense of $49,950.  The $50 cash was received
subsequent  to  December  31,  1999.

On September 15, 1999, the Company conducted a private placement to issue 20,000
shares  of  common  stock  at  $1.00  per  share  to  two  individual investors.
Consequently,  the  Company received total proceeds of $18,000, net of a finders
fee  of  $2,000.

On September 24, 1999, the Company issued 30,000 shares of common stock at $0.50
per  share  to  an  existing  shareholder  to reward her effort to introduce new
potential  investors  to  the Company.  Consequently, the Company received total
proceeds of $13,500, net of a finders fee of $1,500.  The amount recorded by the
Company  includes  deducting  $0.50  per share for her service as a part of fund
raising  cost.

On  September  24, 1999, the Company entered into a merger agreement with Abbacy
Corporation (a public shell company), to acquire 100% of its equity.  On October
8, 1999, the Board of Directors and the majority shareholders of the constituent
corporations  approved  the  merger.


                                       F-20


                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  7-EQUITY  TRANSACTIONS  (CONTINUED)

On  November 1, 1999, the principal shareholder converted $70,000 of shareholder
loan  into  140,000  shares  of  common  stock  at  $0.50  per  share.

On December 22, 1999 the Company issued 250,000 shares of common stock valued at
$1.00  per  share  to the sole shareholder of Abbacy in exchange for 100% of its
equity  interest.  Accordingly,  the  Company  recognized  $250,000  of  merger
expense.  In addition, the Company incurred approximately $100,000 legal expense
related  to  this  merger  transaction.  Abbacy would be dissolved subsequent to
December  31,  1999.

On  December  30,  1999,  the Company issued 1,156,740 shares of common stock to
convert  the  shareholder  loan  of  $578,370  into equity at $0.50 per share in
accordance  with  the  terms  specified  in the Note.  See Note 5 for reference.

NOTE  8  -  STOCK  OPTIONS

The Company adopted a stock option plan (the Plan), which includes non-qualified
stock  options  and  incentive  stock  options  for  its  employees officers and
directors.

The  stock  option  plan authorizes the granting of options to purchase up to an
aggregate  maximum of 2,500,000 shares of common stockUnder the incentive stock
option  plan,  the exercise price shall not be less than 100% of the fair market
value  of  common stock on the date of grant.  If an incentive option is granted
to an employee who at the time of grant owns more than 10% of the total combined
voting power of all classes of capital stock of the Company, the option exercise
price  shall  be  at  least 110% of the fair market value of common stock on the
date  of  grant.

Under  the non-qualified stock option plan, the exercise price shall not be less
than  85%  of  the fair market value of common stock on the date of grant.  Each
option  under  the plan shall become exercisable over a period not to exceed ten
years.

During  the  year  ended  December  31,  1998,  the  Company  issued  1,500,000
non-qualified  stock  options  at  an  exercise  price of $0.425.  These options
become  exercisable  over a period of one year and can be exercised for a period
of  five  to  ten  years.  The  1,500,000  non-qualified  stock options included
500,000  options issued to the former CEO which were cancelled in January, 1999.
During  the  year  ended  December  31,  1999,  the  Company  issued  250,000
non-qualified stock options at an exercise price of $0.425, which was 85% of the
market  price  at grant date.  These options become exercisable over a period of
two  years  and  can  be  exercised  for  a  period  of  ten  years.

The  Company  applies APB Opinion No. 25 in accounting for its Plan.  During the
years  ended  December  31,  1998  and  1999,  the  options  granted  under  the
non-qualified  plan  were  at an exercise price below the fair market value.  In
accordance  with  APB  Opinion  No.  25,  the  Company has recorded compensation
expense  of  $112,500  and  $18,750,  respectively.

                                       F-21



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  8  -  STOCK  OPTIONS  (CONTINUED)

Had  the  Company  determined  compensation  cost based on the fair value at the
grant  date  for  its  stock  options under SFAS No. 123, the Company's net loss
would  have  been  increased  to  the  pro  forma  amount  indicated  below:

                Year ending December 31,
                ------------------------
                    1998       1999
                  --------    ------
Net loss:
   As reported   $ (3,033,814) $ (2,268,235)
   Pro forma     $ (3,273,937) $ (2,568,971)

Loss per share:
   As reported   $ (0.30)      $ (0.15)
   Pro forma     $ (0.33)      $ (0.17)

A  summary  of  changes  in  stock  options during each year is presented below:
<TABLE>
<CAPTION>

                                                                              December 31,
                                                                --------------------------------------
                                                                     1998                 1999
                                                                ------------------  ------------------
                                                                          Weighted            Weighted
                                                                           Average             Average
                                                                          Exercise            Exercise
                                                                 Shares     Price     Shares    Price
                                                                ----------  ------  ----------  ------
<S>                                                             <C>         <C>     <C>         <C>
Options outstanding at beginning of year                                -  $     -  1,500,000   $ 0.43

Options   granted                                                1,500,000    0.43    250,000     0.43

Options cancelled                                                        -       -   (500,000)       -

Options exercised                                                        -       -          -     0.43
                                                                ----------  ------  ----------  ------

Options at end of year                                           1,500,000  $ 0.43  1,250,000   $ 0.43
                                                                ==========  ======  ==========  ======

Options and warrants exercisable at end of  year                   750,000    0.43  1,125,000     0.43
                                                                ==========  ======  ==========  ======

Weighted-average fair value of options granted during the year              $ 0.39              $ 0.41
                                                                            ======              ======

</TABLE>

                                       F-22



                                   CBCOM, INC.
                           (a development stage company)

                           NOTES TO FINANCIAL STATEMENTS

NOTE  8  -  STOCK  OPTIONS  (CONTINUED)

The  following  table summarizes information about the stock options outstanding
at  December  31,  1999.

                          Options Outstanding       Options Exercisable
                 --------------------------------  --------------------
                               Weighted
                                Average    Weighted             Weighted
                               Remaining   Average              Average
                    Number    Contractual  Exercise  Number     Exercise
Exercise Price   Outstanding  Life (Years)  Price   Exercisable  Price
                 -----------  ------------  ------  -----------  ------
[S]              [C]          [C]           [C]     [C]          [C]
$0.43              1,250,000          7.92   $ 0.43    1,125,000  $ 0.43
                 ===========  ============  ======  ===========  ======


The  fair  value  of the stock options granted during 1998 and 1999 was $588,916
and  $102,616,  respectively,  on  the  date  of  grant  using the Black Scholes
option-pricing  model.  The  weighted-average  assumptions used were as follows:

                                  Year ended December 31,
                                  -----------------------
                                     1998         1999
                                 ------------  -----------
Discount rate - bond yield rate  4.51 - 4.82%        4.67%

Volatility                                72%          72%

Expected life                     5-10 years   5-10 years

Expected dividend yield                    -            -
                                 ============  ===========


                             F-23



                                      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,  in the city of Encino,
California, on the 12th day of April, 2000.

                             CBCOM, INC.


                             By  /s/ Chian Yi Sun
                                ----------------------------
                                     Chian Yi Sun
                                     Chairman of the Board

Date:  April 12, 2000

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


/s/ Chian Yi Sun            Chairman of the Board                April 12, 2000
----------------------      (Principal Executive Officer)
    Chian Yi Sun


/s/ Charles A. Lesser       Chief Financial Officer/Director     April 12, 2000
----------------------      (Principal Financial Officer and
    Charles A. Lesser        Principal Accounting Officer)


/s/ Gordon X. Gao           Director                             April 12, 2000
----------------------
    Gordon X. Gao