<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 Amendment No. 2
                                       To
                                    FORM 10-KSB

|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;
As of June 30,2000: 17,997,740
                                       1
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                                   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

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approved the merger. The merger was effected on October 18, 1999 with the filing
of the Certificate of Merger with the State of Delaware.

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,
combine  the  existing   customers   into  a  single  ISP.  The   infrastructure

--------
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 1998
                                       3
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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. could be cancelled.

Shanghai  Stock  Exchange  Communication  Co.,  Ltd.  SSECC is in  charge of the
satellite system utilized by the ShanghaiStock  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.
                                       4
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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
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.

                                       5
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         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.

         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.

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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.

Subsequent  Event. As of September 1, 2000,  Bernard  Luskin,  former CEO of the
Company has been fully  compensated  and has released the Company of all claims.
As of September 1, 2000, Com Vu Corporation,  in a letter from its counsel,  has
accepted  CBCom's  proposal to resolve the complaint and cross complaint in this
matter by each side releasing the other and dismissing the lawsuit.  Pursuant to
this  agreement,  no payments will be made by or to either side. This settlement
has not been memorialized in a formal settlement agreement.


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
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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 August 31,  1997,  in exchange for total  proceeds of $400,000  from
Frank Zhu, one of the Company's founders and former director, the Company issued
2,000,000  shares.   Mr.  Zhu  is  a  sophisticated  and  accredited   investor.
Accordingly, this issuance was deemed to be exempt from registration pursuant to
Section 4(2) of the  Securities  Act and the shares are deemed to be  restricted
securities.

         On August 31, 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. Mr. Gao is
a director of the Company and a sophisticated  investor.  The issuance is deemed
to be exempt from  registration  pursuant to Section 4(2) of the  Securities Act
and the shares are deemed to be restricted securities.

         On December 31, 1997, the Company issued 200,000 shares of common stock
at $0.50 per share to Robert and Gilda Marx Family  Trust for total  proceeds of
$100,000.  Both  Robert  and  Gilda  Marx,  the  beneficiaries  of the trust are
personal friends of the former CEO and director of the Company,  Bernard Luskin.
The Marx's are sophisticated  and accredited  investors and they had full access
to  all  relevant   information  relating  to  the  Company  and  its  business.
Accordingly, this issuance was deemed to be exempt from registration pursuant to
Section 4(2) of the  Securities  Act and the shares are deemed to be  restricted
securities.

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 a bonus for their  services from April 1997
to December  31,  1997.  The Company  received  proceeds of $875 and  recognized
compensation  cost of  $436,625,  based on a fair value of $.50 per  share.  The
transaction  was private in nature and the shares were issued to  affiliates  of
the Company who were  capable of  evaluating  the merits and risks of the shares
and had full access to all relevant  information relating to the Company and its
business.  Accordingly,  this issuance was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities  Act and the shares are deemed to be
restricted securities.

                                       8
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         On March 1, 1998,  the Company issued 500,000 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.  The shares  were  issued to two  investors  residing
outside the United States and bear a legend regarding the restrictions on resale
in the United  States.  The  issuance of these  shares  were deemed  exempt from
registration pursuant to Regulation S of the Securities Act.

         On April 24, 1998, the Company issued  8,000,000 shares of common stock
at $0.20 per share to convert a loan from Mr. Sun, the President of the Company,
of $1,600,000.  This  conversion  price was specified on August 31, 1997 between
the original  founders  and the  Company.  The 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 loan totaled  $1,600,000.  From early
October to early December 1998, Mr. Sun converted an additional  $160,000 of his
loans into 320,000  shares of common stock at $0.50 per share in four  tranches.
The  issuance  of stock upon  conversion  of debt was  private in nature and the
shares were issued to an affiliate of the Company who was capable of  evaluating
the  merits  and  risks  of the  shares  and had  full  access  to all  relevant
information  relating  to the  Company  and  its  business.  Accordingly,  these
issuances were deemed to be exempt from registration pursuant to Section 4(2) of
the Securities Act and the shares issued are deemed to be restricted  securities
and  bear  a  legend  regarding  resale   restrictions.   Mr.  Sun  subsequently
transferred  6,962,500 of these shares to eleven individuals or entities who are
all close  personal  friends  and/or  relatives  of Mr. Sun. The resale of these
restricted  shares by Mr.  Sun was made  pursuant  to a claimed  Section "4 1/2"
exemption in which a non-issuer sells securities in a private transaction.

         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, Max Sun, Frank Zhu and Gordon Gao, respectively,  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.  The transaction was private in nature and the
shares were issued to  affiliates  of the Company who were capable of evaluating
the  merits  and  risks  of the  shares  and had  full  access  to all  relevant
information relating to the Company and its business. Accordingly, this issuance
was  deemed to be exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act and the shares are deemed to be restricted securities.

         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.  Sinoway is an affiliate company
of Shanghai Stock Exchange  Communication Co. Ltd. ("SSE").  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  SSE  and  SXTST(?).  However,  these  shares  are
forfeitable  depending  on the  success of setting up the equity  joint  venture
among the Company,  SSE, and SXTST and obtaining the exclusive licenses.  If the
joint  venture  has  been set up and  exclusive  licenses  to use the  satellite


                                       9
<PAGE>

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 will be
canceled.  As of March 10,  2000,  the  license has not yet been  obtained.  The
shares were issued to one investor residing outside the United States and bear a
legend regarding the  restrictions for those residing in the United States.  The
issuance  of these  shares  were deemed  exempt  from  registration  pursuant to
Regulation S of the Securities Act.

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  Cuong Hai Tran,  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 warrants to exercise at any time on or before  January 31,
2004.  Accordingly,  the Company reserved 600,000 shares of common stock for the
exercise of these warrants. The transaction was private in nature and the shares
were issued to  affiliates  of the Company who were  capable of  evaluating  the
merits and risks of the shares and had full access to all  relevant  information
relating to the Company and its business.  Accordingly, this issuance was deemed
to be exempt from  registration  pursuant to Section 4(2) of the  Securities Act
and the shares are deemed to be restricted securities.

         On May 10,  1999,  the Company  conducted a private  placement to issue
100,000  shares of common  stock at $0.50 per share to Theresa  Li and  received
total  proceeds of $45,000,  net of a finders fee of $5,000.  This  offering was
private in nature  and the  shares  were sold to one  investor  who the  Company
reasonably  believes  was  capable  of  evaluating  the  merits  and risks of an
investment  in the  Company  and had full  access  to all  relevant  information
relating to the Company and its business.  Accordingly, this offering was deemed
to be exempt from  registration  pursuant to Section 4(2) of the  Securities Act
and the shares issued are deemed to be restricted  securities  and bear a legend
to that effect.

         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
Mr. Nipa Konnerat and Universal  Trader,  Inc.,  and received  total proceeds of
$40,500, net of a finders fee of $4,500. This offering was private in nature and
the shares were sold to two investors who the Company  reasonably  believes were
capable of  evaluating  the merits and risks of an investment in the Company and
had full  access to all  relevant  information  relating  to the Company and its
business.  Accordingly,  this offering was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities Act and the shares issued are deemed
to be restricted securities and bear a legend to that effect.

         On June 22, 1999,  the Company  issued 40,000 shares of common stock at
$0.50 per share to Theresa Li, an  existing  shareholder.  The Company  received
total  proceeds of $18,000,  net of a finders fee of $2,000.  This  offering was
private in nature and the shares were sold to one existing  shareholder  who the
Company reasonably believes was capable of evaluating the merits and risks of an
investment  in the  Company  and had full  access  to all  relevant  information


                                       10
<PAGE>

relating to the Company and its business.  Accordingly, this offering was deemed
to be exempt from  registration  pursuant to Section 4(2) of the  Securities Act
and the shares issued are deemed to be restricted  securities  and bear a legend
to that effect.

         On August 31, 1999, the Company  conducted a private placement to issue
23,000  shares of common stock at $1.00 per share in three  tranches to Vicky Dy
and Ming and Phet Houn, two accredited  individual  investors and received total
proceeds of $20,700,  net of a finders fee of $2,300.  This offering was private
in nature and the shares were sold to two  accredited  investors who the Company
reasonably  believes  were  capable  of  evaluating  the  merits and risks of an
investment  in the Company.  Accordingly,  this offering was deemed to be exempt
from registration  pursuant to Section 4(2) of the Securities Act and the shares
issued are deemed to be restricted securities and bear a legend to that effect.

         On August 25, 1999, the Company issued 30,000 shares of common stock at
$0.50  per share to an  Theresa  Li,  existing  shareholder.  Consequently,  the
Company received total proceeds of $13,500,  net of a finders fee of $1,500. The
transaction  was private in nature and the shares were issued to an affiliate of
the Company who was capable of evaluating the merits and risks of the investment
and had full access to all relevant  information relating to the Company and its
business.  Accordingly,  this issuance was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities  Act and the shares are deemed to be
restricted securities.

         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 accredited  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. The shares are deemed to be restricted
securities and bear a legend to that effect.

         On September  15, 1999,  the Company  conducted a private  placement to
issue 20,000  shares of common stock at $1.00 per share to Nhon Vuong and Jackie
Khanthaphixay. Consequently, the Company received total proceeds of $18,000, net
of a finders fee of $2,000.  This  offering was private in nature and the shares
were sold to two investors who the Company  reasonably  believes were capable of
evaluating  the merits and risks of an  investment  in the  Company and had full
access to all  relevant  information  relating to the Company and its  business.
Accordingly, this offering was deemed to be exempt from registration pursuant to
Section  4(2) of the  Securities  Act and the  shares  issued  are  deemed to be
restricted securities and bear a legend to that effect.

         On September  24, 1999,  the Company sold 30,000 shares of common stock
at $0.50 per share to Theresa Li, an existing shareholder.  The Company received
total  proceeds of $13,500,  net of a finders fee of $1,500.  This  offering was
private in nature and the shares  were sold to an existing  shareholder  who the
Company reasonably believes was capable of evaluating the merits and risks of an
investment  in the  Company  and had full  access  to all  relevant  information
relating to the Company and its business.  Accordingly, this offering was deemed
to be exempt from  registration  pursuant to Section 4(2) of the  Securities Act
and the shares issued are deemed to be restricted  securities  and bear a legend
to that effect.


                                       11
<PAGE>

         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 Rule 12 (g)(3) of the  Securities  Exchange  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. The transaction
was private in nature and the shares were  issued in a  negotiated,  arms-length
transaction.  Through its due diligence,  Abbacy  Corporation had full access to
all relevant information relating to the Company and its business.  Accordingly,
this issuance was deemed to be exempt from registration pursuant to Section 4(2)
of the  Securities  Act  and the  shares  issued  are  deemed  to be  restricted
securities.

         On November 1, 1999,  the  Company's  principal  shareholder,  Mr. Sun,
converted  $70,000 of  shareholder  loan into 140,000  shares of common stock at
$0.50 per share.  The issuance of stock upon  conversion  of debt was private in
nature and the shares were issued to an affiliate of the Company who was capable
of  evaluating  the merits  and risks of the  shares and had full  access to all
relevant information relating to the Company and its business. Accordingly, this
issuance was deemed to be exempt from  registration  pursuant to Section 4(2) of
the Securities Act and the shares issued are deemed to be restricted  securities
and bear a legend regarding resale restrictions.

         On December 30, 1999,  the Company's  principal  shareholder,  Mr. Sun,
converted  $578,370 of shareholder loan into 1,156,740 shares of common stock at
$0.50 per share.  He  subsequently  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.  The issuance of stock upon  conversion  of debt was
private in nature and the shares were issued to an  affiliate of the Company who
was capable of evaluating the merits and risks of the shares and had full access
to  all  relevant   information  relating  to  the  Company  and  its  business.
Accordingly, these issuances were deemed to be exempt from registration pursuant
to Section  4(2) of the  Securities  Act and the shares  issued are deemed to be
restricted  securities  and bear a legend  regarding  resale  restrictions.  The
resale  of these  restricted  shares by the  affiliate  was made  pursuant  to a
claimed  Section  "4  1/2"  exemption  in  which  a  person  (non-issuer)  sells
securities in a private  transaction.  The shares received by TSB  International
are deemed to be restricted  securities and the stock certificate bears a legend
to that effect.

Subsequent Events

2000

         In  April  and June  2000,  Mr.  Max Sun  converted  loans  aggregating
$270,400  into  468,500  shares of common  stock.  The  issuance  of stock  upon
conversion  of debt was  private  in nature  and the  shares  were  issued to an
affiliate of the Company who was capable of  evaluating  the merits and risks of
the shares  and had full  access to all  relevant  information  relating  to the
Company and its business.  Accordingly, these issuances were deemed to be exempt
from registration  pursuant to Section 4(2) of the Securities Act and the shares
issued are deemed to be restricted securities and bear a legend regarding resale
restrictions.

         In April and June 2000,  Mr. Steve  Meadows,  Chief  Engineer of CBCom,
Inc.  was issued an  aggregate  of 317,000  shares of common  stock for services
rendered since 1999. The Company has recognized  compensation  cost of $226,500.
The transaction was private in nature and the shares were issued to an affiliate

                                       12
<PAGE>

of the Company who was capable of evaluating  the merits and risks of the shares
and had full access to all relevant  information relating to the Company and its
business.  Accordingly,  this issuance was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities  Act and the shares are deemed to be
restricted securities.


















                                       13
<PAGE>


                                     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)
                                       14
<PAGE>

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.

                                       15
<PAGE>

         The   decrease   in  general  and   administrative   expenses  in  1999
resultedprimarily  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

                                       16
<PAGE>

company  in October  of 1999.  The  Company  recognized  $100,000  of legal fees
inconnection  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


                                       17
<PAGE>

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.

         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.  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


                                       18
<PAGE>

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.

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.


                                       19
<PAGE>

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
unexpectedly. The Company will be affected by the rules and regulationsregarding
foreign  ownership  of real and  personal  property,  includingtelecommunication
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.

                                       20
<PAGE>

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.
         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.

                                       21
<PAGE>

         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.  Management and affiliates own
enough  shares to  control  shareholder  vote  CBCom's  executive  officers  and
directors beneficially own approximately19.1% 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


                                       22
<PAGE>

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.

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

                                       23
<PAGE>

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.

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.


                                       24
<PAGE>

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.  Form 8-K was
filed on September 7, 2000.






                                       25
<PAGE>

                                    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 June,  1997.  Prior to joining  CBCom,  Inc.  Mr.
Lesser has served as an independent  Consultant to early stage  companies.  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.,
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.


                                       26
<PAGE>

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>
(1) Mr.  Luskin  left the  company  during  1999 and his  salary  and  bonus was
accruedthrough  May 15, 1999 in accordance  with his  settlement  agreement.  At
December31,  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. Thecompany 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.

<PAGE>

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>

     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
optionsat  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.

A summary of changes in stock options during each year is presented below:

                                             December 31,
                        --------------------------------------------------------
                                  1998                        1999
                        -------------------------    ---------------------------
                                        Weighted                       Weighted
                                         Average                        Average
                                        Exercise                       Exercise
                            Shares        Price         Shares           Price
                        -----------   -----------    ----------   --------------

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
                        -----------   -----------    ----------   --------------
<PAGE>

Options  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
                                      -----------                 --------------

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
Outstanding    Life (Years)       Price          Exercisable          Price
-------------  --------------   --------      ---------------     --------------

    1,250,000            7.92   $   0.43           1,125,000       $       0.43
-------------  --------------   --------      ---------------     --------------


--------------------------------------------------------------------------------
                           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                      $0.33/$0.00
Charles A. Lesser                375,000/125,000                    $0.41/$0.00
Hong Wei (Frank)Zhu                  187,500/0                      $0.41/$0.00
Gordon Gao                           125,000/0                      $0.41/$0.00
Steven Meadows                       125,000/0                      $0.41/$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


<PAGE>



                                             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

Wong Lip Ting                                        1,250,000            7.3%
Wake Little Treasure Ltd.
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


<PAGE>



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. (13)                                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 Mr. Patrick Soon,  who is 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.
(13)     Beneficially   owned  by  Zhu  Yi  Wei  who  is  both  the  controlling
         shareholder and director of Sinoway Co. Ltd.


                                       29


<PAGE>



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


<PAGE>


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. A report on Form 8-K has
               been filed on September 7, 2000 to indicate a change in
               accountants.

         (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.

10.5 *        Office Lease between Cornerstone Suburban Office, L.P. and CBCom,
              Inc. dated January 1, 2000

10.6 *        Settlement Agreement Between Radio, Computer & Telephone, Inc. and
              CBCom, Inc., dated April 16, 1999 regarding pager technology.

10.7 *        Letter of  Agreement  between  Polmont  Investment  Limited  and
              CBCom,  Inc.  dated March 27, 1999 regarding loan of securities as
              collateral for the employment agreement of Bernard Luskin.

10.8 **       Agreement between Sinoway Co., Ltd., and CBCom, Inc.

27   *        Financial Data Schedule

*     Included with the filing of Amendment No. 1 to Form 10-KSB

**    Included with the filing of this Amendment No. 2 to Form 10-KSB
                                       31


<PAGE>














                                   CBCOM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                     REPORT ON AUDITED FINANCIAL STATEMENTS


                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999












<PAGE>




                                   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






<PAGE>




               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


<PAGE>


<TABLE>
<CAPTION>
                                               CBCOM, INC.
                                       (A DEVELOPMENT STAGE COMPANY)
                                             BALANCE SHEETS
<S>                                                      <C>           <C>
                                                                 December 31,
                                                         --------------------------
ASSETS                                                       1998          1999
                                                         ------------  ------------
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


<PAGE>




<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


<PAGE>




<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



<PAGE>




<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             17,236,216  $17,236  $6,033,908  $      (1,300)  $(7,151,377) $(1,113,521)
                                       ==========  =======  ==========  ==============  ===========  =============

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


<PAGE>


<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


<PAGE>



<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


<PAGE>


                                   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


<PAGE>


                                   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


<PAGE>




                                   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


<PAGE>


                                   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


<PAGE>


                                   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


<PAGE>


                                   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


<PAGE>




                                   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


<PAGE>


                                   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


<PAGE>


                                   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


<PAGE>


                                   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
CBCom 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


<PAGE>


                                   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


<PAGE>


                                   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.

In accordance with the merger agreement,  Abbacy filed a Form 8-K on October 19,
1999 with the SEC to indicate  that CBCom,  Inc.  would be the  successor of the
reporting entity in accordance with the rule 12 (g) 3 in 1994 Act.
                                       F-20


<PAGE>



                                   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


<PAGE>




                                   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


<PAGE>




                                   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
                 -----------  ------------  ------  -----------  ------
$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



<PAGE>



                                   SIGNATURES

      Pursuant  to the  requirements  of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized,  in the city of Encino,
California, on the 28th day of September, 2000.

                             CBCOM, INC.


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

Date:  September 28, 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             September 28, 2000
----------------------      (Principal Executive Officer)
    Chian Yi Sun


/s/ Charles A. Lesser       Chief Financial Officer/Director  September 28, 2000
----------------------      (Principal Financial Officer and
    Charles A. Lesser        Principal Accounting Officer)


/s/ Gordon X. Gao           Director                          September 28, 2000
----------------------
    Gordon X. Gao



<PAGE>