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

FORM 10-KSB

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

         For the fiscal year ended December 31, 2000

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

         For the transition period from ___________ to __________


Commission File Number 0-31319

                               PRICE NET USA, INC.
           (Name of small business issuer as specified in its charter)


         NEVADA                                       33-0775716
(State or other jurisdiction of             (I.R.S. Employer Identification
 No.)                                        incorporation or organization)

                               2575 McCabe Way
                               Irvine, CA 92614
                    (Address of principal executive offices)
         Issuer's telephone number, including area code: (949) 225-6200


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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
                                                             $0.001 par value

         Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. |_|



The issuer's revenues for the fiscal year ended December 31, 2000 were
$3,373,456.

         As of March 31, 2001, 16,770,866 of the issuer's common shares were
issued and outstanding, approximately 4,200,000 of which were held by
non-affiliates. As of March 31, 2001, the aggregate market value of shares
held by non-affiliates was approximately $336,000 based upon the closing bid
and asked quotation on the OTC Bulletin Board.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

          Transitional Small Business Disclosure Format: Yes [ ] No [X]



PART I

ITEM 1.  BUSINESS OVERVIEW

Price Net U.S.A., Inc., (the Company) was founded in order to market and
operate an Internet based infrastructure that supports a home-based business.
We market an extensive line of products and services on the Internet, which
includes independent mall sites, a company branded merchandise "super store",
web site design and hosting services, long distance telephone service,
internet service provider (ISP) capabilities and more.

Customers have the service, convenience and advantage of using the Internet
from their home or office to make purchases. We market products and services
to retail consumers as well as business to business.  We utilize an
alliance-marketing program of independent representatives and mall operators
to sell the products and services.  The mall operators typically pay an
initial set-up and training charge, and a monthly mall maintenance fee.  Our
program affords the Company the advantage of a rapidly expanding sales force
without the normal upfront and ongoing costs of maintaining a sales
organization of this size.  Each mall operator is compensated on the retail
purchases of products and services from their Internet shopping mall.

The Company's products and services are marketed exclusively through an
alliance marketing system. This system enables the Company's independent mall
operators to earn profits by selling products from the Company's branded super
store as well as offering the host of Internet and telecommunication services
to the operator's customer base. Mall Operators may also develop their own
down-line organizations by sponsoring other independent mall operators to join
the organization and provide e-commerce business in any market where the
Company operates, entitling the sponsors to receive commission overrides on
product sales and services sold within their down-line organizations.

We believe that the Company's alliance marketing system is ideally suited for
Internet e-commerce, because sales of such products and services are
strengthened by ongoing personal contact between the retail consumers and the
independent mall operators. Many of the customers are close friends or
relatives of the mall operators and are willing to purchase products based on
the notion that they are helping the mall operator receive a commission while
receiving a very reasonable or discounted price for the products or services.
The Company's alliance marketing system appeals to a broad cross-section of
people throughout the world, particularly those seeking to supplement family
income, start a home business or pursue employment opportunities other than
conventional, full-time employment.

Industry Overview

The Internet is an increasingly significant interactive global medium for
information, communication and commerce. The Internet and e-commerce, as the
world knows it, is less than 6 years old. Yet, in that short time, it has
become one of the leading business growth areas in the global marketplace.
International Data Corporation, a market research firm, estimates that the
number of users who make purchases over the Internet worldwide will grow from
31 million in 1998 to more than 183 million in 2003.

Internet commerce has emerged as an exciting alternative to traditional retail
shopping. Internet commerce can be transacted in the convenience of one's home
or business and consumers have access to virtually millions of products and
services. Plus shopping can be done 24 hours a day.

We believe that manufacturers using traditional store-based retailers confront
a number of challenges in providing a satisfying combination of products to
consumers, including:

  .  The number and variety of items available to the consumer is constrained
     by the limited shelf space available in the retail outlet, thereby
     limiting selection for consumers;

  .  Because of the cost of carrying inventory in multiple store locations,
     traditional store-based retailers focus their product selection on the
     most popular products that produce the highest inventory turns, thereby
     further limiting consumer selection; and

  .  The ability to make sales is limited to the hours the traditional store-
     based retailers are open for business.

In addition, we believe that many consumers find the traditional shopping
experience to be time-consuming, inconvenient and unpleasant due to factors
such as location, store layout, product selection, level of customer service
and the inconvenience of having to leave home to purchase something that can
be sold and delivered another way.

Operating Strengths

The Company believes the source of its success is its commitment to serving
the needs of its independent mall operators and representatives. The Company
provides its mall operators with virtually millions of high quality brand name
products through its merchandising affiliate, internet and telecommunication
services and products, and an appealing network marketing system that combines
a highly attractive compensation program with extensive Company-sponsored
training and motivational events and services. The Company has established a
strong operating platform to support representatives and facilitate future
growth. The key components of this platform include the following:
Brand Name Products. The Company offers millions of brand name products
through its strategic alliance with a major on-line wholesale merchandiser.
This means that the Company's mall operators can offer their customers a
tremendous selection of products at very reasonable and/or discount prices.
Attractive Independent Mall Operator Commission Program. The Company believes
that it offers a financially rewarding commission program in the alliance
marketing, e-commerce industry. Each mall operator and their up-line receive a
commission ranging from 2 to 10 percent of the gross margin of the products
and/or services sold. Mall operators also receive tremendous commissions of up
to 33% of the gross cost of mall sites for establishing and sponsoring
additional mall operators.

Comprehensive Representative Support Services. The Company is committed to
training and motivating its mall owners and independent representatives and
providing ongoing support. The Company regularly conducts motivational events
and training programs, both live and via teleconferences, and a wide range of
promotional literature (including catalogs and newsletters), all in multiple
languages and tailored to meet the particular needs of the Company's
representatives worldwide. In addition to Company-sponsored live events each
month, independent representatives themselves conduct numerous local training
and motivational events each month.

Advanced Global Information Systems. To facilitate the Company's global
expansion, the Company employs advanced computer and telecommunications
systems that link its domestic and international operations and provide timely
and accurate product ordering, commission payment processing and
representative support.

Alliance Marketing System

The Company's products and mall sites are distributed through an alliance
marketing system consisting of an extensive network of independent
representatives. Independent representatives are in essence independent
contractors who promote the Company's Independent Mall Operator sites. Mall
operators and their customers purchase products directly from the Company
sponsored "super store". Mall operators and Representatives may elect to work
on a full-time or part-time basis. The Company believes that its alliance
marketing system appeals to a broad cross-section of people worldwide,
particularly those seeking to supplement family income, start a home business
or pursue employment opportunities other than conventional, full-time
employment, and that a majority of its organization therefore work on a
part-time basis. Many of the customers are close friends or relatives of the
mall operators and are willing to purchase products based on the notion that
they are helping the mall operator receive a commission while receiving a very
reasonable or discounted price for the products.

Online shopping mall sites are sold by the company's network of Independent
Representatives (IR). Each mall site is considered an Independent Mall
Operator (IMO) as well as an independent contractor. When initially
established, each Independent Mall Operator (IMO) receives a unique reference
number for their site. This number is used to track all Internet retail
activity for their site. Each IMO provides access codes, free of charge, to
its base of customers so the customers will purchase items on the IMO's
shopping site. The Company's merchandise distributor actually captures,
processes and provides customer support for all IMO retail sales and services.
On a monthly basis the distributors provide data and submit sales commissions
information to the Company, who then distributes commissions to the IMO. To
maintain active online and within the organization, each IMO must pay a
nominal monthly e-service fee.

An Independent Representative (IR) is considered an independent contractor
working their own businesses similar to other network marketing companies in
the industry.  Independent representatives earnings are derived from several
sources. First, an IR earns commission on merchandise sold by IMOs within
their down-line organization. Second, an IR who sponsors other IMOs to join
the organization and establish their own mall-shopping site earns commissions
on the IMO start up fees. Third, an IR earns the right to receive royalties
upon attaining the various levels of director status. The Company believes
that the right of independent representatives to earn royalties and production
bonuses contributes significantly to the Company's ability to retain its most
productive representatives. To become an independent representative, a person
must purchase an independent representative kit from the Company. The Company
seeks to expand its independent representative base in each market by offering
representatives attractive compensation opportunities.

The Company maintains a computerized system for processing and tracking mall
operator and independent representative activity and calculating commission
and bonus payments, which enable the company to remit such payments promptly
to IMOs and IRs. The Company believes that prompt remittance of commissions is
vital to maintaining a motivated network of IMOs and IRs and that its sales
organizations' loyalty to the Company has been enhanced by the Company's
history of consistently making commission and bonus payments on a scheduled
basis.

Communications and Management Information Systems

In order to facilitate its continued growth and support organization
activities, the Company continually upgrades its communications and management
information systems. These systems include, among other things:

(1)     A centralized host computer server located in the Company's Irvine,
California corporate office, which is linked to the Company's international
locations through a dedicated wide area network that provides on-line,
real-time computer connectivity and access;

(2)     Local area networks of personal computers within the Company's
domestic and foreign markets, serving the Company's corporate staff, and;

(3)     An international web site and inter-company e-mail system through
which the Company's customers, mall operators, independent representatives,
and potential investors can access and communicate by.

Credit Card Processing Arrangements

Most sales of the Company's retail products are made over the Internet through
credit card purchases. We use credit card processing companies to verify
credit cards and provide risk management services. These companies are
connected to our affiliates as well as our own platform and database and
verification or denial is usually accomplished within seconds. We pay these
processing companies a percentage of sales as their fee and must also provide
a deposit for potential charge backs.

Electronic Marketing

The Company's products and mall sites are mainly distributed through an
alliance marketing system consisting of an extensive network of independent
representatives. However, we have developed a secondary marketing strategy
based on increasing customer traffic to our Web site and strengthening our
company name.

Internet Advertising. We have taken a selective approach in our advertising
strategy. We attempt to maximize the return from promotional expenditures by
choosing advertising media based on the cost relative to the likely audience
and ability to generate increased traffic for our Web site. We place
advertisements on various Web sites frequently visited by this customer group
in the United States and abroad. These advertisements usually take the form of
banner ads that encourage readers to click through directly to our Web site.
We also advertise on Internet portals that are super Web sites with search
engines and multiple services available to site visitors. We believe that
placing banner advertising on these and other portals may significantly
increase our targeted exposure to prospective customers and increase our name
identity.

Customer Electronic Mail Broadcasts. We actively market to our base of
customers through e-mail broadcasts. All new mall operators are automatically
added to our electronic mailing list. We anticipate sending e-mail messages
each month announcing new products, new countries, and new features.

Electronic Mail to Select Mailing Lists. We also plan to deliver e-mail
broadcasts to certain select mailing lists from time to time announcing
pertinent information, including the addition of a new country, new products
and rates.

Other Methods. We will continually review other potential cost-effective
methods of advertising and marketing our products and services through the
Internet. Such methods may include the use of an affiliate program, chat
rooms, video e-mail and other methods.

Mall Operator and Independent Representative Support Services

We believe that our ability to establish and maintain long-term relationships
with our mall operators and encourage repeat purchases is dependent, in part,
on the strength of our mall operator and independent representative support
services. Our support and service personnel are available from 8:00 a.m. to
5:00 p.m. Pacific Time, five days a week to provide assistance via e-mail or
telephone. They are responsible for handling all mall operator or independent
representative inquiries.

We provide support via both e-mail and telephone service during business
hours. If a mall operator or independent representative has encountered a
problem, our service department will take the call, or the e-mail, and respond
immediately but resolution of the matter may take two or more business days.

Our Web site has been designed around industry standard architecture to reduce
downtime in the event of outages or catastrophic occurrences. Our Web site
provides 24-hour day, seven-day week availability. Our Web site operations
staff consists of systems administrators who manage, monitor and operate our
Web site. The continued uninterrupted operation of our Web site is essential
to our business, and it is the job of the site operations staff to ensure, to
the greatest extent possible, the reliability of our Web site. We provide our
own connection to the Internet utilizing dedicated T-1 data lines and through
Qwest's hosting backbone. We believe that this telecommunications and Internet
service facility are essential to our operation and we anticipate upgrading
these facilities as volume and demand for our services grow.

Technology

We use a combination of commercially available licensed technology to conduct
our Internet and telephone routing operations. Our engineering staff consists
of database, hardware and software development engineers and consultants. Our
engineering strategy focuses on the development of our Web site, which
includes the enhancement of features and functionality of our existing
hardware and software components, the development of additional new software
components, and the integration of off-the-shelf components into our systems.

Commercially Available Licensed Technology. Our strategy has also been to
license commercially available technology whenever possible rather than seek a
custom-made or internally developed solution. We believe that this strategy
enables us to reduce our operating costs and to respond to changing demands
due to growth and technological shifts. This strategy also allows us to focus
our development efforts on creating and enhancing the specialized software
applications that are unique to our business. Listed below are some of the
Company's key architectural components:

  .  High-speed links to the Internet through Qwest's backbone;

  .  Compaq 1600 and Dell 2300 file servers for Web and data base application
     running Windows NT;

  .  Microsoft Internet Information Server 4.0 has been chosen for its
     ability to secure sensitive customer information through SSL encryption,
     and;

  .  Microsoft SQL Server 7.0 is the relational database provider. All
     customer, mall operator and independent representative names and
     addresses, number of purchases and sales records are stored within this
     database.

Factors Affecting Future Operating Results

We believe that this document contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of our management based on information currently available to
our management. Use of words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "should," "likely" or similar expressions,
indicate a forward-looking statement. Forward-looking statements involve
risks, uncertainties and assumptions. Certain of the information contained in
this annual report on Form 10-K consists of forward-looking statements.
Important factors that could cause actual results to differ materially from
the forward-looking statements include the following:

We are primarily dependent on our Internet content, applications and alliance
marketing system and our future revenue depends on continued demand for our
services. Currently, our future growth depends on the commercial success of
our Internet content, applications and alliance marketing system and other
services and products we may develop and/or offer. While we have been selling
our services commercially since 1997, sales may not continue in the future for
a variety of reasons. First, the market for our existing services is
relatively new and issues concerning the commercial use of the Internet,
including security, reliability, speed, cost, ease of access, and quality of
service, regulatory initiatives and necessary increases in bandwidth
availability, remain unresolved and are likely to affect its development. Any
failure of our network infrastructure could lead to significant costs and
disruptions, which could reduce our revenue and harm our business, financial
results and reputation.

Employees

As of March 2001 Price Net had 7 full-time employees and 4 part-time
employees.

Of our full-time employees, 3 were in marketing and sales, 2 were in senior
management, and 2 were in administration.

Company History

On March 11, 1998 we were known as Gold Star Gaming, Inc. and we
purchased/merged with Price net U.S.A., Inc.  The surviving entity was Gold
Star Gaming, Inc., which changed its name to Price net, U.S.A., Inc.  Price
net was organized October 7, 1997.  For this purchase Gold Star issued
2,250,010 shares of common stock and exchanged these shares with Price net
shares.  The Gold Star shareholders then gave back to the company all of their
shares except 1,100,000.  The final result us with 3,350,010 shares of common
stock issued   and outstanding.  This purchase was properly accounted for as a
reverse merger because Gold Star was considered the nominal acquirer.  A
reverse merger means that for accounting purposes the nominal acquirer is
viewed as having been acquired by the legally acquired company.  Reverse
merger also means that the historical data shown on the financial statements
will be that of the acquired company.  In other words, for accounting, the
merger is as if Price net purchased Gold Star.

On October 11, 1999 we purchased 100% of shareholder interest in NCN
investments, Inc.  NCN Investments, Inc is a holding company, which wholly
owns NCN Communications, Inc.  NCN Communications, Inc. is a long distance
telephone service provider company.  NCN has gross telephone service sales
revenue of approximately $800,000 per month that contributes to a net revenue
stream of approximately $75,000 per month.

On June 19, 2000 we acquired 100% of Eagle Equity Group II (MNS), a fully
reporting public OTC Bulletin Board company.  We issued 50,000 shares of restric
ted common stock and paid $100,000 in cash for this company.  We also issued
an additional 450,000 shares of restricted common stock to agents for the
associated finders fees and consulting fees as part of the acquisition.  All
of the stock was valued at $125,000.

ITEM 2.  DESCRIPTION OF PROPERTY

Our executive offices are presently located in Irvine, California where we
lease approximately 26,000 square feet under a lease at a monthly rental of
approximately $41,000. The lease expires November 1, 2004. We believe our
space is adequate for our current needs. As we expand, we expect that suitable
additional space will be available on commercially reasonable terms, although
no assurance can be made in this regard. The property is located in an office
and industrial area with nearby access to freeways and airports.

ITEM 3.  LEGAL PROCEEDINGS

PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS

The term "pending or asserted claims" as used herein means only claims,
litigation and assessments pending against the Company as of December 31,
2000, or claims, litigation and assessments arising since that date and
pending as of the date of this filing for which Price Net has devoted
substantive attention in the form of legal consultation for representation.
In addition to the matters discussed below, the Company is involved in various
legal matters that arise in the normal course of business. The Company
believes that the ultimate resolution of the matters described below and other
matters it is currently aware of will not have an unfavorable material impact
on its financial condition, results of operations or cash flows. As of
December 31, 2000 we have engaged counsel to give substantive attention to, or
represent the Company in connection with pending or threatened litigation,
claims or assessments in the following matters:

Ballah, The Big Store, The Big Hub, The Big Biz.com, OhGolly.com, IPowerBiz,
Price Net Marketing, and MGI WorldNet.com (the Ballah group)

Price Net USA, Inc. has filed a lawsuit in the superior court of Orange
County, California against the former Director/President Jerry Ballah, Bruce
Ballah, The Big Store.com, The Big Hub.com, The Big Biz.com, OhGolly.com,
IPowerBiz, PriceNet Marketing, and MGI WorldNet.com (the Ballah group). The
lawsuit was filed during August 2000 in the amount of not less than
$25,000,000 for Breach of Fiduciary Duty, Fraud, Breach of Contract,
International Interference with Contractual Relationships, Misappropriation of
Trade Secrets, Unfair Competition, Accounting, and Injunctive Release. The
discovery process is ongoing and the Company is vigorously pursuing the matter
toward a favorable outcome. The case is set for a settlement hearing in August
2001.

 Breakaway Solutions

     The action was filed by Breakaway Solutions, formerly known as the
Counsel Group, in Orange County Superior Court was settled for the sum of
Fifty Thousand Dollars ($50,000.00) payable in monthly installments.
Sweeney

     Litigation between the Company and the former Co-Chairman/Chief
Operations Officer James A. Sweeney, for Intentional Interference with
Economic Relationship, Breach of Fiduciary Duty, Fraud, Breach of Contract and
Trade Libel has been settled and dismissals shall be filed upon completion of
the settlement agreement.  There will be no exchange of cash or stock in the
settlement.

Back Bay LLC

The Company's former landlord at the Bristol Street location has filed
litigation.  The range of dispute for back rent and issues of non-delivery of
premises by the landlord ranges from a low of One Hundred Fifteen Thousand
Dollars ($115,000.00) to a high of Eight Hundred Thirty Thousand Dollars
($830,000.00).  The Company is vigorously prosecuting the matter.

Gilbert / Shaft

Two former employees have filed a suit in Orange County Supreme Court over
commissions due on the "Platinum Card" concept.  The Company asserts that the
parties were overpaid on cards sold to date, while the two former employees
have not defined their dollar claim.  The Company is vigorously prosecuting
the matter.

Conseco

A dispute has arisen with threatened litigation over computer hardware
purchased under an installment contract.  The Company asserts it did not
receive new and/or equipment ordered.  Resolution is uncertain.

PART II

ITEM 5.  MARKET FOR COMMON SHARES AND RELATED SHAREHOLDER MATTERS

The Common Stock is currently quoted on the OTC Bulletin Board, Symbol PUSA.
On March 30, 2001, the high and low prices for the Common Stock on the OTC
Bulletin Board was $0.095 and $0.080, respectively. The following table
reflects the high and low closing bid quotations reported by the OTC Bulletin
Board. Such prices represent inter-dealer quotations, do not include markups,
markdowns, or commissions and may not reflect actual transactions. As of
March 30, 2001, there were approximately 900 holders of record of the Common
Stock.

                                            High             Low
                                            ----             ---
Year Ended December 31, 2000
-----------------------------
January 1 to March 31, 2000                $14.10          $ 3.00
April 1 to June 30, 2000                   $ 6.00          $ 0.90
July 1 to September 30, 2000               $ 3.50          $ 1.25
October 1 to December 31, 2000             $ 1.87          $ 0.26

Year Ended December 31, 2001
-----------------------------
January 1 to March 30, 2001                $ 0.34          $ 0.08


The Company has not paid any cash dividends since its inception. The Company
currently intends to retain future earnings in the operation and expansion of
its business and does not expect to pay any cash dividends in the foreseeable
future.

                          Sale of Unregistered Shares

The Company issued the following shares without registration under the
Securities Act of 1933 during the year ended December 31, 2000.

During the twelve months ended December 31, 2000, the Company issued a total
of 4,623,632 shares of stock for legal settlements, distributor commissions,
employee bonuses, consulting and vendor services, and the acquisition of a
company.  Each of the stock certificates issued bears the Rule 144 restriction
endorsement. The following paragraphs identify the nature of the stock
issuances.

Stock for Independent Representative Commissions

During 1999 the Company adopted special promotional campaigns to encourage the
sales of its Internet Malls.  Part of the compensation paid to IRs for these
campaigns included restricted common stock. Most of the stock was issued
during 1999 but 22,000 shares totaling $12,410 in non-cash consulting expense
was issued during the six months ended June 30, 2000.

Stock for Employee Bonuses

In an effort to maintain a positive working environment and to retain key
individuals, the Company issued to its employees 159,000 shares of restricted
common stock as bonuses. The non-cash compensation cost for the Company
totaled $138,540.


Stock for Distributor Commissions, Consulting and Vendor Services

The Company reimbursed attorneys, independent representatives, consultants and
vendor costs with its restricted common stock. The Company issued 2,442,632
shares for a total non-cash value of $1,483,090, which was recorded to various
associated expense accounts.

Stock for Acquisition and Defense of International Sales Rights

On March 28, 2000 the Company resolved a long-standing dispute with Victor
Barron, a former Officer and Director of the Company, regarding the ownership
of international sales rights. The settlement allows Price Net to retain the
international sales rights and in return, the Company issued to Mr. Barron
1,000,000 shares of restricted common stock at a total non-cash value of
$500,000. The sales rights were recorded as a capital asset for the Company
(see Note 17 below).

Stock for Acquisition of MNS Eagle Equity Group II

On June 19, 2000 the Company acquired 100% of MNS Eagle Equity Group II (MNS),
a fully reporting public OCT Bulletin Board company. The Company issued 50,000
shares of restricted common stock and $100,000 in cash for 682,500 shares of
MNS, which represented 100% of the issued and outstanding stock of MNS. The
company issued an additional 450,000 shares of restricted common stock to
agents for the associated finders fees and consulting fees as part of the
acquisition. The non-cash cost associated with the stock issuance portion was
valued at $125,000. See Note 18 below regarding this acquisition.
Stock Sale to Foreign Investor

On July 2, 2000 the Company sold 500,000 shares of restricted common stock to
a foreign investor for $500,000 cash. The sale was conducted pursuant to
Regulation S and the investor acknowledged in the subscription agreement that
they conformed to the Regulation S requirements.

The Company believes all such issuances were exempt pursuant to Regulation D,
Regulation S, Section 4(2) and/or 4(6) of the Securities Act of 1933.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following Selected Financial Data should be read in conjunction with the
financial statements and notes thereto found elsewhere herein.

The following discussions contain forward-looking statements regarding Price
Net and its business, prospects and results of operations, which are subject
to certain risks and uncertainties posed by many factors and events that could
cause the Company's actual business and results of operations to differ
materially from those that may be expressed or implied by such forward-looking
statements.

Overview

Price net U.S.A., Inc. was originally organized in Nevada as Gold Star Gaming,
Inc. on May 31, 1994.  We were founded in order to market and operate an
internet-based company that supports a home-based business.

Internet Shopping Mall Concept

We market an extensive line of products and services on the Internet.
Customers have the service, convenience and advantage of using the Internet
from their home or office to make purchases.

Marketing through Networking

We market products and services to retail consumers as well as business to
business.  We utilize an alliance-marketing program of independent
representatives and mall operators to sell their products and services.  The
mall operators typically pay an initial setup and training charge, and a
monthly mall maintenance fee.  This program offers us the advantage of a
rapidly expanding sales force without the normal upfront and ongoing costs of
maintaining a sales organization of this size.  Each mall operator is
compensated on the retail purchases of products and services from their
Internet shopping mall and long distance phone calls made.

Revenue

We receive revenue from retail product sales, services, the sales of online
shopping mall sites, and monthly site fees.  Services, which are available to
the independent distributors for personal use and to sell, include long
distance telephone service, Internet provider service (ISP), prepaid legal
service, income tax audit protection service and Internet site maintenance and
upgrading.

When initially established, each Independent Mall Operator (IMO) receives a
unique reference number for their site.  This number is used to track all
Internet retail activity for their site.  Each IMO provides access codes to
customers so the customers will purchase items on their shopping site.  Price
net has associations with various merchandise vendors that actually capture,
process and provide customer support for all Internet retail sales.  On a
monthly basis the vendors provide data and submit sales commissions to us.  We
then pay the independent distributors their commissions and the difference is
our gross profit for the month.  Although we began merchandise sales in 1998,
we have never been able to establish a significant revenue stream with product
sales from the Internet mall sites.


Our main sources of revenue have been the commissions on long distance
telephone calls, and mall site sales.


Cost Of Sales

Cost of sales consists primarily of the costs of commissions paid to our
network of independent sales representatives. Also included are refunds from
prior period sales.

Expenses

Price Net's expenses consist of sales and marketing, and general and
administrative expenses. Sales and marketing and general and administrative
expenses consist of salaries and related benefits, commissions, promotional
expenses, public relations services, professional services, stock issued for
services, stock-based compensation, amortization of goodwill, and general
operating costs.

Results of Operations

The Company has incurred losses from operations and negative cash flows from
operating activities and has accumulated a deficit at December 31, 2000 in the
amount of $19,125,053. The Company's net loss of $8,430,470 in 2000 included
non-cash operating expenses of $4,417,193 for Stock Based Compensation and
Services, Amortization of Goodwill, Depreciation, write down of inventory and
impairment of intangible assets. The Company's net loss of $9,171,926 in 1999
included non-cash operating expenses of $5,106,803 for Stock Based
Compensation and Services, Amortization of Goodwill and Depreciation.

Results of Operations (continued)
   Year Ended                           December 31, 2000     December 31, 1999
                                        -----------------     -----------------

Sales                                    $     3,373,456       $     8,306,759
Cost of Sales                                  3,208,363             8,709,921
Gross Profit                                     165,093
(403,162)
Operating Expenses
  Payroll and Professional Fees                3,350,871             5,610,134
  Rent                                         1,210,302               532,033
  Advertising and Promotion                      102,272               289,639
  Amortization                                 1,231,675               251,941
  Depreciation                                   161,502                61,930
  Interest Expense                               144,601                43,828
  Bad Debt                                        13,441                 7,153
  Impairment of Intangibles                      639,981                    --
  Inventory Valuation Reduction                  572,925                    --
  Other General and Administrative               1,167,993           1,972,106

  Total Operating Expenses                     8,595,563             8,768,764
  Net Loss                               $    (8,430,470)      $    (9,171,926)


Results of Operations for the Fiscal Year Ended December 31, 2000 Compared to
Fiscal Year Ended December 31, 1999

Revenue

Revenue decreased to $3,373,456 for the fiscal year ended December 31, 2000
from $8,306,759 for the comparable period in 1999 as a result of the
significant reorganization and restructuring of our operation and customer
base stemming from the termination of our Company President as well as the
departure of certain field leadership associated with the president. Of the
$3,373,456 revenue for the fiscal year ended December 31, 2000, $2.6 million
represents independent mall site sales; merchandise sales and monthly service
fees. The remainder represents long-distance phone service revenue of
$737,187.

Cost of Sales

Cost of sales consists primarily of the costs of commissions paid to our
network of independent sales representatives. Also included are refunds from
prior period sales. Cost of sales decreased to $3,208,363 for the fiscal year
ended December 31, 2000 from $8,709,921 for the comparable period in 1999.
This decrease was primarily attributable to our decrease in sales volume. Cost
of sales for the fiscal year ended December 31, 2000 included approximately
$756 thousand in refund requests. As mentioned in the notes to the financial
statements, refund requests are recorded immediately to the financial
statements. However, most of the refund requests are subject to offset by
commissions paid to the independent representatives and the offset amounts are
not reflected in the financial statement. We expect the overall dollar cost of
sales to increase in future periods to the extent that our sales volume
increases but not as a percentage of revenue.

Operating Expenses

Selling, General and Administrative. Selling, general and administrative
expenses consist of advertising and promotional expenditures, payroll and
related expenses for executive and administrative personnel, facilities
expenses, professional and consulting services expenses, travel and other
general corporate expenses. Selling, general and administrative expenses
decreased to $8.5 million for the fiscal year ended December 31, 2000 from
$8.7 million for the comparable period in 1999. Overall operating expenses are
expected to decrease as a percentage of revenue during future periods because
our sales of mall sites and merchandise are based on e-commerce, which allows
increases in the volume of purchases without having to incrementally add
overhead. We expect selling, general and administrative expenses to increase
in absolute dollars as we continue to pursue advertising and marketing
efforts, expand our locations worldwide, expand our staff and incur additional
costs related to the growth of our business and being a public company.

Net Loss

We incurred a net loss of $(8,430,470) for the fiscal year ended December 31,
2000 as compared to $(9,171,926) for the comparable period in 1999. Net loss
for the fiscal year ended December 31, 2000 was primarily affected by the
non-cash transactions and refund requests as mentioned above.

Recent Developments

In June 2000 we negotiated a strategic arrangement with 2HQ.com, Inc., for
mall product sales applications including the back-end processing, order
fulfillment, distribution, and customer service. The arrangement also provides
for web site mega-search engine technology and private labeling of the
Company's web page.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through private
sales of equity and debt and cash generated from operations. As of December
31, 2000, we had approximately $150,364 of cash and cash equivalents. As of
that date, our principal commitments consisted of obligations outstanding
under operating leases for facilities, vehicles and equipment, obligations to
vendors stemming from costs associated with the daily on-going operations, and
obligations for certain costs associated with the phone company acquisition in
October 1999.

Net cash used in operating activities was $1,911,756 for the fiscal year ended
December 31, 2000 compared to $3,827,716 for the comparable period in 1999.
Net cash used in operating activities for the fiscal year ended December 31,
2000 primarily consisted of net operating losses adjusted for expenses paid by
stock issuances, decreases in accounts receivable, increases in accounts
payable, amortization costs and the adjustment for the write down of
inventory. Net cash used in operating activities for the fiscal year ended
December 31, 1999 primarily consisted of net operating losses adjusted for
items such as the issuance of stock for expenses, the increase in inventory,
an increase in accounts payable and decreases in prepaids and deposits.

Net cash used in investing activities for the fiscal year ended December 31,
2000 consisted the purchase of MNS Eagle Equity Group II and the
purchase/defense of international sales rights. Net cash used for investing
activities for the fiscal year ended December 31, 1999 included fixed asset
purchases. Net cash used in investing activities was $805,815 for the year
ended December 31, 2000 compared to $971,834 for the comparative year ended
period in 1999.

Net cash provided by financing activities was $1,783,534 for the year ended
December 31, 2000 compared to $5,737,822 for the year ended December 31, 1999.
Net cash provided by financing activities for 1999 was affected by the large
sales of private placement common stock.

The Company had a working capital position as of December 31, 2000 of
approximately  $4,235 as compared to a working capital position of
approximately  $938,272 as of December 31,1999.

The Company had a Stockholders' Equity of $(1,058,944) as of December 31, 2000
as compared to a Stockholders' Equity $4,612,486 as of December 31,1999.  The
Company had an accumulated Retained Earnings deficit of $19,125,053 at
December 31, 2000, in comparison to an accumulated Retained Earnings deficit
of $10,694,583 as of December 31, 1999. The increase in the accumulated
deficit is due to the net loss of $8,430,470 for the fiscal year ended
December 31, 2000.

The Company does not currently possess a financial institution source of
financing and the Company cannot be certain that it's existing sources of cash
will be adequate to meet its liquidity requirements. Therefore, the Company is
considering the following options to meet its liquidity requirements:

(a)     Attempting to raise additional funds through the sale of equity
   securities to persons or entities who are not presently stockholders of the
   Company;
(b)     Attempting to franchise or license its technology and proprietary
   rights to foreign countries;
(c)     Reducing the Company's present rate of expenditures, which might
   materially adversely affect the ability of the Company to market its
   products and services effectively.

The Company's future capital requirements will depend on factors, including
(i) the progress and effectiveness of its sales activities and marketing
approach, and (ii) the ability of the Company to maintain its existing
customer base and establishing and expanding its customer base into new
domestic and foreign markets. However, if operating expenses are higher than
expected or if cash flow from operations is lower than anticipated, there can
be no assurance that the Company will have sufficient capital resources to be
able to continue as a going concern.

We may need to raise additional capital funds if, for example, we pursue
business or technology acquisitions or experience operating losses that exceed
our current expectations. If we raise additional funds through the issuance of
equity, equity-related or debt securities, such securities may have rights,
preferences or privileges senior to those of the rights of our common stock
and our stockholders may experience additional dilution. We cannot be certain
that additional financing will be available to us on favorable terms when
required, or at all.

Unless the Company is able to continue to generate revenues or obtain
additional financing in the future, the continuing losses incurred by the
Company might raise substantial doubt about the Company's ability to continue
as a going concern.  Therefore, the Company's ability to continue in business
as a going concern depends upon its continuing ability to sell its products,
to generate franchise and licensing fees from the potential sales of its
technology and products, to conserve liquidity by setting sales and marketing
goals and other priorities, reducing expenditures, and to obtain financing
through equity offerings or conventional banking sources.  In any event, there
is no assurance that any expenditure reductions, financings or other measures
that the Company may enact will enable it to meet its working capital
requirements.

ITEM 7. FINANCIAL STATEMENTS

         Financial statements are filed as part of this report on pages F-1
through F-17.


PART III

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

Executive Officers and Directors

Set forth below is information regarding (i) the directors of the Company as
of March 30, 2001, or until their successors are elected or appointed and
qualified, and (ii) the executive officers of the Company as of March 30,
2001, who are elected to serve at the discretion of the Board of Directors.


  NAME                    POSITION WITH THE COMPANY                  AGE
  ------------------------------------------------------------------------

  Donald Rackemann        Chairman and Chief Executive Officer        71
  Henry Camacho           Director, and Secretary/Treasurer           70

  Donald Borba            Director and Chief Operating Officer        55


Donald Rackemann has been the Chairman of the Board and the Chief Executive
Officer since 1998. Prior to heading up Price Net USA.com, Mr. Rackemann was
semi-retired but very involved in the manufacturing of golf equipment. From
1988 to 1994, he served as Chairman and CEO of National Telephone &
Communications, Inc. a long-distance telephone service provider, which he
co-founded and was responsible for its early growth and success. Incomnet,
Inc. acquired the company during 1994.

Henry Camacho has served as Secretary, Treasurer, and Director for Price Net
since 1998. From - to  - Mr. Camacho served as Manager, Information Systems of
National Telephone and Communications, Inc. Mr. Camacho retired from Rockwell
International in 1992 after 20 years of service in various management
positions in the area of research and development.

Donald Borba has been a member of Price Net's board of directors since 1999.
Mr. Borba has served as President of NCN Communications since 1991. Price Net
acquired NCN Communications in October 1999. Prior to NCN Communications, Mr.
Borba served as President of Entourage International, a publicly traded
multi-product manufacturer.  From 1981 to 1989, Mr. Borba served as Executive
Vice President of Scientia Corporation, a petroleum products manufacturer and
the developer of the "Slick 50" automotive product.

ITEM 10.  EXECUTIVE COMPENSATION.

The following table sets forth compensation received by the Company's Chief
Executive Officer and by each of the persons who were, for the fiscal year
ended December 31, 2000, the other most highly compensated executive officers
of the Company whose total compensation during that year exceeded $100,000
(the "Named Officers"), for the three fiscal years ended December 31, 2000 or
for the shorter period during which the Named Officer was compensated by the
Company.


                                                SUMMARY COMPENSATION TABLE

                                                                    Long Term
                                                                   Compensation
                                            Annual Compensation       Awards
                                         ------------------------- ------------
                                                                    Securities
                                                    Other annual    Underlying
Name and principal position   Year       Salary ($) compensation   ($) Options
--------------------------- -------     --------- --------------- ------------
Donald J. Rackemann, CEO     2000        $120,000      $---               $---
                             1999         107,000      $---               $---
                             1998          33,000      $---               $---

Henry Camacho, Sec./Treas.   2000          65,000      $---               $---
                             1999         107,000      $---               $---
                             1998          33,000      $---               $---


Donald Borba, COO            2000         240,000      $---               $---
                             1999             ---      $---               $---
                             1998             ---      $---               $---


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

The following table sets forth certain information regarding beneficial
ownership of the common stock of PRICENET as of December 31, 2000 by:

     o    Each person or entity known to be a beneficial owner of more than 5%
          of the issued and outstanding common stock and;

     o    Directors and Officers of Price Net

     Beneficial Owner                 Number of Shares
     Name and Title                   Beneficially Owned            Percentage
     -----------------------          ------------------            ----------

     Donald J. Rakemann, CEO,
         Chairman of the Board             1,560,000                    9.3%
         (D.R. & L.R. Trust)

     Donald Borba, COO,
         Director                            294,327                    1.7%

     Henry Camacho, Secretary,
         Treasurer, Director                 288,000                    1.7%
         (Camco)

     ------------------------         ------------------            ----------
     Total (as a group)                    2,142,327                   12.7%


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Chairman of the Board of Directors and the Company's Chief Executive
Officer is the father of the administrator of the DR & LR Trust. The trust
purchased the office facility at 2575 McCabe Way, Irvine CA from the Company's
landlord after the Company had moved into the facility. The trust has also
lent money to the Company on numerous occasions and currently has an
outstanding note receivable due from the Company.  During 1999 the Company
purchased from the DR & LR Trust inventory items that consisted of the 6,400
Web PAL units. The price per unit was reduced from an estimated wholesale
value of $249 per unit to $100 per unit.



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


(a) INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES


                                                                        Page
No.
Title of Documents

Report of Mark Shelley, Intl., Independent Certified Public
     Accountant, on the December 31, 2000 and 1999 Financial
       Statements .........................................................F-1

Consolidated Financial Statements:

     Consolidated Balance Sheets as of December 31, 2000 and 1999 .........F-2

     Consolidated Statements of Operations for the Years Ended
       December 31, 2000 and 1999 .........................................F-3

     Consolidated Statements of Stockholders' Equity (Deficit) for the
       Years Ended December 31, 2000 and 1999 .............................F-4

     Consolidated Statements of Cash Flows for the Years Ended
       December 31, 2000 and 1999 .........................................F-5

Notes to Consolidated Financial Statements ........................F-6 to F-15

Financial Statement Schedules:

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or the notes thereto.



(b) Reports on Form 8-K

The Company originally filed Form 8-K12G3 on June 30, 2000 and re-filed the
amended Form 8-K12G3/A on October 23, 2000 with all related attachments and
exhibits. The Item disclosed in the Form 8-K12G3/A related to a "Change in
Control" of MNS Eagle Equity Group II.

Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated as of
June 19, 2000 between Price Net U.S.A., Inc (PRICENET), a Nevada corporation,
and the shareholders of MNS Eagle Equity Group II, Inc. ("MNS"), a Nevada
corporation, 100% of the outstanding shares of common stock of which is held
by less than 20 MNS shareholders were exchanged for 50,000 shares of common
stock of PRICENET and $100,000 cash in a transaction in which PRICENET
effectively became the parent corporation of MNS.


(c) EXHIBITS

NUMBER          DESCRIPTION OF EXHIBIT

2.0  Stock Exchange Agreement date June 19, 2000 between Price Net USA,
     Inc. and MNS Eagle Equity Group II, Inc. (included as Exhibit 2.0 to the
     Company's Form 8-K12G3 dated June 30, 2000, previously filed with the
     Commission and is incorporated herein by reference).

3.1  Articles of Merger and Articles of Incorporation (included as Exhibit
     3.1 to the Company's Form 8-K12G3 dated June 30, 2000, previously filed
     with the Commission and is incorporated herein by reference).

3.2  Bylaws (included as Exhibit 3.3 to the Company's Form 8-K12G3 dated
     June 30, 2000, previously filed with the Commission and is incorporated
     herein by reference).

23.2 Consent of Mark Shelley Intl., CPA.

27.1 Financial Data Schedule



<PAGE>
PRICE NET USA, INC.
AUDITED FINANCIAL STATEMENTS
TABLE OF CONTENTS

                                                                    Page

     Report of Independent Certified Public Accountants             F-1

     Consolidated Balance Sheets - December 31, 2000 and 1999       F-2

     Consolidated Statements of Operations for the Years Ended
        December 31, 2000 and 1999                                  F-3

     Consolidated Statements of Stockholders' Equity (Deficit)
        for the Years Ended December 31, 1999 and 2000              F-4

     Consolidated Statements of Cash Flows for the Years
        Ended December 31, 2000 and 1999                            F-5

     Notes to Consolidated Financial Statements                F-6 to F-15




<PAGE>
Shelley Intl., CPA
443 E. 10th Ave.
Mesa, AZ 85204
(480) 461-8301


Price Net U.S.A., Inc.
Audit Committee and
Board of Directors

I have audited the accompanying consolidated balance sheet of Price Net
U.S.A., Inc. as of December 31, 2000 and 1999 and the related consolidated
statements of operations; stockholders' equity and cash flows for the three
years then ended December 31, 2000.  These financial statements are the
responsibility of the company's management.  My responsibility is to express
an opinion on these financial statements based upon my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I 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.  I believe
that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Price Net
U.S.A., Inc. as of December 31, 2000 and 1999 and the related consolidated
statements of operations, stockholders' equity and cash flows for the three
years then ended December 31, 2000 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern.  As shown in the financial
statements the company has had a net loss since inception.  Previously, the
company was able to raise funds through stock sales to pay ongoing overhead
and keep the operations active.  During the fall of 2000 the company's ability
to raise additional capital was curtailed by its lack of earnings and by
general market conditions.  Without additional capital the company was forced
to reduce operations, which caused sales to cease.  Currently the company has
no sales except its telephone revenue. These factors raise doubt about the
company's ability to continue as a going concern.  The financial statements do
not include any adjustments that might result from the uncertainty.


                                   Shelley Intl., CPA

                               /s/ Shelley Intl., CPA


April 3, 2000



F-1
<PAGE>

Price Net USA, Inc.
Consolidated Balance Sheet
as of December 31, 2000 and December 31, 1999

                                               12/31/00               12/31/99

Assets

Cash                                             4,235                 938,272
Receivables                                    146,129                 334,498
Inventory                                          -                   572,925
Prepaids                                                                  -
                                             ---------               ---------
     Total Current Assets                      150,364               1,845,695
                                             ---------               ---------
Equipment and Furniture, net of depreciation   909,782                 991,361

Investment                                     187,500                  33,000
NCN Client Files                             1,500,000               2,834,834
Deposits                                         8,080                  72,029
                                             ---------               ---------
     Total Assets                            2,755,726               5,776,919
                                             =========               =========
Liabilities

Bank Overdraft
Accounts Payable                             1,024,832                  72,972
Other Current Liabilities                    1,761,415                 864,072
Notes Payable                                1,028,423                 227,389
                                             ---------               ---------
     Total Current Liabilities               3,814,670               1,164,433
                                             ---------               ---------

Stockholders' Equity

Preferred Stock, 25,000,000 shares authorized
     none outstanding, par value $0.001                                   -

Common Stock, 50,000,000 shares
     authorized, 16,770,866 and
     12,147,234 shares outstanding
     par value $0.001                           16,771                  12,147

Paid in Capital                             18,379,338              15,924,962

Stock Subscribed                              (330,000)               (630,040)

Retained Earnings (Loss)                   (19,125,053)            (10,694,583)
                                             ---------               ---------
     Total Stockholders' Equity             (1,058,944)              4,612,486
                                             ---------               ---------
     Total Liabilities and Stockholders'
      Equity                                 2,755,726               5,776,919
                                             =========               =========

     The accompanying notes are an integral part of these statements

F-2
<PAGE>
Price Net USA, Inc.
Consolidated Statement of Operations
for the years 2000, 1999 and 1998

                                             Year          Year          Year
                                             2000          1999          1998

Revenue
     Mall, Service and Product Sales      2,636,269      8,086,630     123,890
     Telephone Service Revenue              737,187        205,785
     Other Income                               -           14,344       1,051
                                          ---------      ---------   ---------
     Total Revenue                        3,373,456      8,306,759     124,941
                                          ---------      ---------   ---------
Costs of Sales
     Costs of Goods Sold                    195,561        485,784      45,198
     Commissions                          3,012,802      8,224,137
                                          ---------      ---------   ---------
     Total Costs of Sales                 3,208,363      8,709,921      45,198
                                          ---------      ---------   ---------
Gross Profit (Loss)                         165,093       (403,162)     79,743
                                          ---------      ---------   ---------
Expenses
     Payroll, Professional Fees           3,350,871      5,610,134     740,865
     Rent                                 1,210,302        532,033     170,479
     Advertising and Promotion              102,272        289,639      81,017
     Training, Relocation                                               43,424
     Amortization                         1,231,675        251,941
     Depreciation                           161,502         61,930      12,188
     Interest Expense                       144,601         43,828       8,631
     Bad Debt                                13,441          7,153       2,199
     Impairment of Intangibles              639,981
     Inventory Valuation Reduction          572,925
     Other General and Administrative
      Expenses                            1,167,993      1,972,106     341,860
                                          ---------      ---------   ---------
     Total Expenses                       8,595,563      8,768,764   1,400,663
                                          ---------      ---------   ---------
Income Before Income Taxes               (8,430,470)    (9,171,926) (1,320,920)
                                          ---------      ---------   ---------
Provision for Income Taxes                      -            -            -
                                          ---------      ---------   ---------
Net Income (Loss)                        (8,430,470)    (9,171,926) (1,320,920)
                                          ---------      ---------   ---------
Basic Earnings per Share                      (0.59)         (1.21)      (0.39)
                                          ---------      ---------   ---------
Basic Weighted Average Number of Shares  14,288,085      7,562,520   3,370,748
                                          ---------      ---------   ---------
Diluted Earnings per Share                    (0.54)         (1.28)      (0.39)
                                          ---------      ---------   ---------
Diluted Weighted Average Number of
 Shares                                  15,665,852      7,145,894   3,370,748
                                          ---------      ---------   ---------

     The accompanying notes are an integral part of these statements.

F-3
<PAGE>




Price Net USA, Inc.
Statement of Stockholder's Equity
for the period from October 7, 1997 through December 31, 2000

<TABLE>
<CAPTION>

                                   Common Stock       Paid in     Stock          Retained     Total
                                Shares     Amount     Capital     Subscribed     Earnings     Equity
<S>                              <C>        <C>         <C>          <C>           <C>         <C>


Capitalization               2,250,010      2,250      22,750                                 25,000
                                                                                                 -
Retained Earnings (Loss)                                                        (201,737)   (201,737)
                             ---------    --------- ---------    ---------      ---------  ---------
                                                                                                 -
Balance, December 31, 1997   2,250,010      2,250      22,750          -        (201,737)   (176,737)
                                                                                                 -
Merger Price Net and Gold
 Star                        1,100,000      1,100      (6,550)                                (5,450)
Stock Sales 504 Offering     1,205,349      1,205     998,484                                999,689
Stock Sale Private Offering     25,000         25      29,975                                 30,000
                                                                                                 -
Retained Earnings (Loss)                                                       (1,320,920)(1,320,920)
                             ---------    --------- ---------    ---------      ---------  ---------
                                                                                                 -
Balance,December 31, 1998    4,580,359      4,580   1,044,659          -       (1,522,657)  (473,418)
                                                                                                 -
Stock Sales                  6,161,695      6,162  11,253,728                             11,259,890
Stock for NCN Purchase       1,090,160      1,090   2,996,850                              2,997,940
Stock Subscribed               315,020        315     629,725     (630,040)                      -
                                                                                                 -
Retained Earnings (Loss)                                                      (9,171,926) (9,171,926)
                             ---------    --------- ---------    ---------      ---------  ---------
Balance, December 31, 1999  12,147,234     12,147  15,924,962     (630,040)  (10,694,583)  4,612,486

Stock Sales                  3,123,632      3,124   2,130,916                              2,134,040
MNS Purchase                   500,000        500     124,500                                125,000
International Rights
 Purchase                    1,000,000      1,000     499,000                                500,000
Stock Subscription Cancelled                         (300,040)     300,040                       -

Retained Earnings                                                             (8,430,470) (8,430,470)
                             ---------    --------- ---------    ---------      ---------  ---------
Balance, December 31, 2000  16,770,866     16,771  18,379,338     (330,000)  (19,125,053) (1,058,944)
                             =========    ========= =========    =========      =========  =========

</TABLE>

F-4


The accompanying notes are an integral part of these statements



<PAGE>
Price Net USA, Inc.
Statement of Cash Flow
for the years ended December 31, 2000, 1999 and 1998

                                      Year          Year          Year
                                      2000          1999          1998

Cash from Operations

Net Loss                            (8,430,470) (9,171,926)   (1,320,920)

Yearly expenses paid for with stock  1,776,540   4,792,932
Net Change in Receivables              188,369    (329,386)       31,038
Net Change in Inventory                           (174,953)       (3,972)
Depreciation                           161,502      61,930        12,188
Amortization                         1,231,674     251,941
Payables and Bank Overdraft          1,849,203     765,454         3,041
Writedown of Assets                    607,796
Impairment of Intangible Assets        639,681
Prepaids                                                           5,000
Deposits                                63,949     (23,708)      (34,521)
                                     ---------   ---------     ---------
     Total Cash from Operations     (1,911,756) (3,827,716)   (1,308,146)
                                     ---------   ---------     ---------
Cash Used in Investments
     Cash Used in Merger                                          (5,450)
     Purchase of Stock as Investment               (33,000)
     Merger with Eagle                (225,000)
     Purchase of International Rights (501,000)
     Purchase of Fixed Assets          (79,815)   (938,834)      (68,168)
                                     ---------   ---------     ---------
     Total Cash Used for Investments  (805,815)   (971,834)      (73,618)
                                     ---------   ---------     ---------
Cash from Financing
     Notes and Loans                   801,034    (185,136)      357,525
     Sales of Stock                    982,500   5,922,958     1,024,239
                                     ---------   ---------     ---------
     Total Cash from Financing       1,783,534   5,737,822     1,381,764
                                     ---------   ---------     ---------
Net Change in Cash                    (934,037)    938,272         -

Beginning Balance                      938,272       -             -
                                     ---------   ---------     ---------
Ending Balance                           4,235     938,272         -
                                     =========   =========     =========

     The accompanying notes are an integral part of these statements

F-5

<PAGE>

PRICENET U.S.A., INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1.     GENERAL BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
Price Net U.S.A., Inc. was originally organized in Nevada as Gold Star Gaming,
Inc. on May 31, 1994.  We were founded in order to market and operate an
internet-based company that supports a home-based business.

Internet Shopping Mall Concept
We market an extensive line of products and services on the internet.
Customers have the service, convenience and advantage of using the internet
from their home or office to make purchases.

Marketing through Networking
We market products and services to retail consumers as well as business to
business.  We utilize a network-marketing program of independent
representatives and mall operators to sell their products and services.  The
mall operators typically pay an initial setup and training charge, and a
monthly mall maintenance fee.  This program offers us the advantage of a
rapidly expanding sales force without the normal upfront and ongoing costs of
maintaining a sales organization of this size.  Each mall operator is
compensated on the retail purchases of products and services from their
internet shopping mall and long distance phone calls made.

Accounting Basis
The basis is generally accepted accounting principles.

Revenue
We receive revenue from retail product sales, services, the sales of online
shopping mall sites, and monthly site fees.  Services, which are available to
the independent distributors for personal use and to sell, include long
distance telephone service, internet provider service (ISP), prepaid legal
service, income tax audit protection service and internet site maintenance and
upgrading.

When initially established, each Independent Mall Operator (IMO) receives a
unique reference number for their site.  This number is used to track all
internet retail activity for their site.  Each IMO provides access codes to
customers so the customers will purchase items on their shopping site.  Price
net has associations with various merchandise vendors that actually capture,
process and provide customer support for all internet retail sales.  On a
monthly basis the vendors provide data and submit sales commissions to us.  We
then pay the independent distributors their commissions and the difference is
our gross profit for the month.  Although we began merchandise sales in 1998,
we have never been able to establish a significant revenue stream with product
sales from the internet mall sites.

Our main sources of revenue have been the commissions on long distance
telephone calls, and mall site sales.

Advertising and Promotions
Advertising and Promotional expenses are expensed when incurred.  The majority
of these costs relate to a monthly sales promotional meeting that we sponsor.

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Sales Taxes
Currently, we follow the normal industry practice of only collecting sales tax
on shipments of products to consumers within our home state of California.
The internet sales industry is new and changing constantly.  Local, state and
federal agencies have not fully addressed this new sales medium.  We cannot
predict what if any taxes a particular government or agency may impose on
future or even past sales.  A successful assertion by one or more states or
any foreign country could have a material adverse effect on our business and
financial statements if the taxes are applied retroactively.

Income Taxes
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes.  Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.

Stock Based Compensation
We have elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," for the disbursement of our common
stock for compensation.

Earnings per Share
The basic earnings (loss) per share is calculated by dividing our net income
(adjusted for certain dividends when paid) by the weighted average number of
common shares during the year.  The diluted earnings (loss) (adjusted for
certain dividends and certain interest when expensed) by the diluted weighted
average number of shares outstanding during the year.  The diluted weighted
average number of shares outstanding is the basic weighted average number of
shares adjusted as of the first of the year for any potentially dilutive debt
or equity.

                                              12/31/00     12/31/99
     Basic weighted average shares          14,288,085     7,562,520
     Options and Warrants                    1,377,767     1,583,600
     Diluted weighted average shares        15,665,852     9,146,120

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

NOTE 2.     REVERSE ACQUISITION

On March 11, 1998 we were known as Gold Star Gaming, Inc. and we
purchased/merged with Price net U.S.A., Inc.  The surviving entity was Gold
Star Gaming, Inc., which changed its name to Price net, U.S.A., Inc.  Price
net was organized October 7, 1997.  For this purchase Gold Star issued
2,250,010 shares of common stock and exchanged these shares with Price net
shares.  The Gold Star shareholders then gave back to the company all of their
shares except 1,100,000.  The final result us with 3,350,010 shares of common
stock issued   and outstanding.  This purchase was properly accounted for as a
reverse merger because Gold Star was considered the nominal acquirer.  A
reverse merger means that for accounting purposes the nominal acquirer is
viewed as having been acquired by the legally acquired company.

F-7

<PAGE>
Reverse merger also means that the historical data shown on the financial
statements will be that of the acquired company.  In other words, for
accounting, the merger is as if Price net purchased Gold Star.

NOTE 3.     GOING CONCERN

The accompanying financial statements have been prepared assuming we will
continue as a going concern.  As shown in the financial statements we have
never made a profit and have an accumulated net loss.  The internet is an
emerging industry which to date has not proven itself profitable for most
companies.  These factors raise doubt about our ability to continue as a going
concern.  The financial statements do not include any adjustments that might
result from these uncertainties.

NOTE 4.     EQUIPMENT, FURNITURE AND IMPROVEMENTS

We capitalize purchases of equipment, furniture and leasehold improvements
form major purchase purchases in excess of $1,000 per item.  Capitalized
amounts are depreciated over the useful lives of the assets using the straight
line method of depreciation.

Below are the asset groups, lives costs and accumulated depreciation at
December 31, 2000 and 1999.

                               Life     12/31/00     12/31/99
     Equipment                5 years     295,327     $283,913
     Computer Software        5 years      83,798       56,620
     Leasehold Improvements  10 years     165,631      560,538
     Furniture                7 years     593,538      164,400

     Total Fixed Assets                 1,138,294    1,065,479

     Accumulated Depreciation             228,513       74,118

     Net Equipment and Furniture          909,781     $991,361

NOTE 5.     INCOME TAXES

The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes.  Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of the net income in the financial statements.  A
valuation account is established for any tax benefit, which may not be
realized.  As of December 31, 2000 we had a net operating loss of
approximately $17,912,000.

     Deferred income tax benefit netted with valuation account     0
     Current income taxes payable                                  0

     Provision for Income Taxes                                    0



F-8

NOTE 6.     RELIANCE ON OFFICER

Mr. Donald Rackeman serves as the Chairman of the Board of Directors, CEO and
President.  His business experience is vital to us.  If Mr. Rackeman were
unable to continue in his present roles we would be adversely affected.  We
carry no key man insurance on Mr. Rackeman.  Aside from the business skills
and business contacts, which Mr. Rackeman brings to us, he also has guaranteed
personally the leased vehicles, the phone system and building leases.

NOTE 7.     STOCKHOLDERS' EQUITY

We have one class of preferred stock.  There are 25,000,000 shares of
authorized stock.  No preferred stock has been issued or is outstanding at the
end of December 31, 2000 and 1999.

We have one class of common stock.  There are 50,000,000 shares authorized.
The rights of this class of stock are all the same.  The common stock has all
of the rights afforded Nevada shareholders.  As of December 31, 2000 we had
16,770,866 shares of common stock outstanding.  As of December 31, 1999 we had
14,147,234 shares of common stock outstanding.

Common Stock Issuances during 1998
Merger of Gold Star Gaming, Inc. with Pricenet U.S.A., Inc.
On March 11, Gold Star gaming purchased Pricenet U.S.A., Inc. in a reverse
merger.  The net effect resulted in an additional 1,100,000 shares being
issued.

Regulation D, Rule 504 Offering
During the year 1998 we had a Regulation D, Rule 504 Offering.  The offering
was completed prior to the end of December 31, 1998.  The shares ranged in
price from $0.50 to $2.00.  We sold a total of 1,205,349 shares for $999,689.

Stock for Independent Representative Commission
In December 1998 we issued 25,000 shares of restricted common stock as a
bonus.

Common Stock Issuances during 1999
During 1999, we issued shares of stock for cash payments, distributor
commissions, employee bonuses, consulting and vendor services, cancellation of
debt, and inventory acquisition.  Each stock certificate bears the R114
legend.  We issued a total of 6,161,695 shares for a book value of
$11,259,890.

Stock for NCN Purchase
As part of the NCN purchase we issued 1,090,160 shares of restricted common
stock.

Stock Subscribed
We had stock subscribed totaling 315,020 shares valued at $630,040 as of
December 31, 1999.  As of December 31, 2000 the stock subscribed was $330,000.

Options
Options were given to Independent Representatives as an incentive produce more
sales.  The option stock is not included within the shareholder section of the
Balance Sheet.  The stock options are, however, figured into the diluted
earnings per share on the Statement of Operations.  As permitted under SFAS
No. 123, we have not recognized compensation expense for the theoretical value
of any options and warrants at the grant date, (in excess of the recognition
of the intrinsic value).


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<PAGE>

Warrants
During 1999 we entered into an agreement with a product merchandise
distributor, "The Big Store".  The Big Store was to provide an outlet where
internet mall operators could send their customers to buy products online.  As
part of the agreement with The Big Store, we granted warrants to purchase
1,000,000 shares of our stock at 110% of the per share market price at the
grant date.

Common Stock Issuances during 2000
During the year 2000 we issued shares of stock for distributor commissions,
employee bonuses, consulting and vendor services.  The total number of shares
sold was 3,123,632 shares of restricted common stock at a value of $2,134,040.

Stock for Acquisition of International Sales rights
On March 28, 2000 we resolved a long-standing dispute with a former officer
and director with regard to the ownership of the international sales rights.
The settlement allows us to retain the international rights and in return, we
issued 1,000,000 shares of common stock at a value of $501,000.

Stock for Acquisition of MNS Eagle Equity Group II
On June 19, 2000 we acquired 100% of Eagle Equity Group II (MNS), a fully
reporting public OTC Bulletin Board company.  We issued 50,000 shares of
restricted common stock and paid $100,000 in cash for this company.  We also
issued an additional 450,000 shares of restricted common stock to agents for
the associated finders fees and consulting fees as part of the acquisition.
All of the stock was valued at $125,000.

NOTE 8.     COMMITMENTS AND CONTINGENCIES

Office Leases
On November 1, 1999 we entered into an agreement to lease a 24,342 square foot
facility located at 2575 McCabe Way, Irvine, CA.  The lease term is 60 months
and the initial monthly rent is $41,381.  Because of our lack of cash flow, we
are currently not making this monthly payment and are technically in default
on the lease.  The accrued lease payments are booked in the accounts payable.

We also lease a facility located at 2424 S.E. Bristol, Newport Beach, CA which
incurs a lease payment of $18,323 per month.  This facility is empty
currently.  We are also in default with the payments of this lease and the
landlord has made demand.  An amount equal to the demand is recorded as rent
and accrued payables in the financial statements.

Vehicle Leases
During 1999 and part of 2000 we provided leased vehicles to a select group of
independent representatives and corporate senior management.  By the end of
June 2000 there were twenty-one vehicles leased with a total monthly payment
of $21,734 per month.  With declining sales after that time we had all of the
vehicles returned from the distributors.  All but two of the vehicles were
returned to the financing companies for sale.  On some of the vehicles sold a
residual debt was still remaining.  These residuals are all listed as Notes
Payable.  The two vehicles remaining were taken over by the corporate officers
who were driving them.  As of December 31, 2000 we had no vehicles.



F-10

Office Equipment
We lease photocopying and other computer equipment from vendors.  The monthly
payments for these leased  equipment totals approximately $300 per month.

Below is a listing of operating lease commitments for the next five years as
of December 31, 1999.

                                Year 1     Year 2       Year 3
Office Leases                  781,593     849,956     $875,077
Vehicles $21,734/mth           260,812     197,782       24,663
Office Equipment                 3,600       3,600        3,600
                               -------     -------      -------
Total                       $1,046,005  $1,051,238     $903,340

Below is a list of operating lease commitments for the next five years as of
December 31, 2000.

Office Leases                 $496,572    $496,572     $496,572
Office Equipment                 3,600       3,600        3,600
                               -------     -------      -------
Total                         $500,172    $500,172     $500,172

NOTE 9.     NOTES PAYABLE

     Below is a summary of our notes payable for the years ended December 31,
2000 and 1999.

Note Holder                   Terms       12/31/00     13/31/99

DR. Trust                       6%                      $77,039
NCN Note                    no interest    $105,000     125,000
Former Employee
 Related                    no interest     327,851
Individual
 Investors                  none to 10%     791,442
Finance Companies
 Vehicle Residuals                          104,130
                                          ---------    --------
Total                                     1,028,423    $202,039

NOTE 10.     RELATED PARTIES

The chairman of the board of directors, our chief operating officer and
president is the father of the administrator of the DR Trust.  The trust
purchased the office facility at 2575 McCabe Way, Irvine, CA from the previous
landlord after we moved into the facility.  The trust also lends us money from
time to time.  Currently we are in arrears with our rent.  During 1999 we
purchased inventory items from the trust for cash and stock.

NOTE 11.     PURCHASE OF NCN COMMUNICATIONS

On October 11, 1999 we purchased 100% of shareholder interest in NCN
investments, Inc.  NCN Investments, Inc is a holding company, which wholly
owns NCN Communications, Inc.  NCN Communications, Inc. is a long distance
telephone service provider company.  NCN has gross telephone service sales
revenue of approximately $800,000 per month that contributes to a net revenue
stream of approximately $75,000 per month.
F-11
Below is a summary of the purchase transaction.

We paid the following for 100% interest in NCN.

     1,090,160 shares valued at $2.75 per share          $2,997,940
     Cash paid to shareholders                               25,350

     Total Price paid for NCN                             3,023,290

We recorded the purchase in the following manner.

     Net tangible equity                                   (183,485)
     Goodwill recognized as Client Files                  3,206,775

     Net booking                                          3,023,775

The Client Files are being amortized over 36 months on a straight line basis.

     Beginning balance                                   $3,206,775
     Net Tangible Equity adjusted                          (121,678)
     Accumulated amortization                            (1,320,866)
     Ending Balance before Impairment Reduction           1,764,231

     Reduction in Basis due to market conditions and
     A decreasing in income generation                      264,231

     Adjusted value of NCN Client Files                   1,500,000

NOTE 12.     INTERNATIONAL SALES RIGHTS

On March 28, 2000 we resolved a long-standing dispute with a former officer
and director with regard to the ownership of the international sales rights.
The settlement allows us to retain the international rights and in return, we
issued 1,000,000 shares of common stock at a value of $501,000.  This
agreement also requires us to pay nominal amounts for international sales.
During the remainder of year 2000 as mentioned earlier we experienced severe
sales and cash flow problems and were not able to take advantage of the
international market.  We do not expect to take advantage of this market for
the near future.  We have therefore devalued the valuation of the rights
purchased for 1,000,000 shares.  Below is a chart enumerating this.

     Original Value                              501,000
     Accumulated Amortization                   (125,250)
     Intangible Impairment                      (375,750)

     Net Value remaining 12/31/2000                    0

NOTE 13.     IMPAIRMENT AND DEVALUATION OF INTANGIBLES ASSETS

As mentioned in Notes 11 and 12 above we devalued two intangible assets during
2000 because of market conditions and our inability to utilize them.  A
summary of these two is listed below.


F-12

<PAGE>

Devaluation of NCN Client Database Files               $264,231
Devaluation of International Sales Rights               375,750

Total Devaluation of Intangible Assets                 $639,981

NOTE 14.     REFUNDS AND COMMISSIONS

During 1999 we had a policy of refunding an IMO site of up to a year from the
date of purchase.  The refunds are netted against future commissions that an
IR might receive because of original commissions paid.  Beginning January 15,
2000 we changed our policy.  We will refund a distributor the amount of a mall
purchase minus any associated commissions in the request is received within 72
hours of the purchase date.  This change conforms to federal law.  These
refunds are recorded under Other Current Liabilities in the Balance Sheet.

NOTE 15.     TERMINATION OF AGREEMENTS WITH 'THE BIG STORE.COM" AND "THE BIG
HUB.COM"

In the fall of 1999, we signed agreements with "The Big Store.com" and "The
Big Hub.com" to facilitate web site product searches, merchandise sales, order
fulfillment, distribution, and provide full customer service for IMO customer
retail sales.  These agreements are outlined as follows.

The Big Store
The agreement with "The Big Store" was for the back-end processing or order
fulfillment, distribution, and customer service phase of mall product sales
applications.  The agreement required us to pay a one time private label
development fee of $150,000 to connect all of our current IMO sites.  In
addition, we were accessed a store fee commission on monthly gross sales
ranging from 2% to 6%.  The agreement also granted "The Big Store.com"
warrants for 1,000,000 shares of restricted common stock.  The warrants have a
five-year exercise period.

The Big Hub
The agreement with "The Big Hub" was for the licensing of web site mega-search
engine technology and also for licensing of a private label web page to access
"The Big Store" products.  The agreement required us to pay for each IMO set
up with back-end processing by "The big Store", a monthly maintenance fee of
$5 for each IMO currently using "The Big Store" private label mall, and an
annual renewal fee of $7.50 for each active IMO.

The two agreements mentioned above were terminated during May 2000 due to a
dispute and a lawsuit has been filed against the two entities.

NOTE 16.     ACQUISITION OF MNS EAGLE EQUITY GROUP II

On June 19, 2000 we acquired 100% of Eagle Equity Group II (MNS), a fully
reporting public OTC Bulletin Board company.  We issued 50,000 shares of
restricted common stock and paid $100,000 in cash for this company.  We also
issued an additional 450,000 shares of restricted common stock to agents for
the associated finders fees and consulting fees as part of the acquisition.
All of the stock was valued at $125,000.




F-13
<PAGE>

NOTE 17.     LEGAL ISSUES

PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS
The term "pending or asserted claims" as used herein means only claims,
litigation and assessments pending against the Company as of December 31,
2000, or claims, litigation and assessments arising since that date and
pending as of the date of this filing for which Price Net has devoted
substantive attention in the form of legal consultation for representation.
We are involved in several lawsuits in the normal course of business and all
amounts for exposure to these lawsuits have been recorded in our financial
statements except as noted below. As of December 31, 2000 we have engaged
counsel to give substantive attention to, or represent the Company in
connection with pending or threatened litigation, claims or assessments in the
following matters:

Ballah, The Big Store, The Big Hub, The Big Biz.com, OhGolly.com, IPowerBiz,
Price Net Marketing, and MGI WorldNet.com (the Ballah group)

Price Net USA, Inc. has filed a lawsuit in the superior court of Orange
County, California against the former Director/President Jerry Ballah, Bruce
Ballah, The Big Store.com, The Big Hub.com, The Big Biz.com, OhGolly.com,
IPowerBiz, PriceNet Marketing, and MGI WorldNet.com (the Ballah group). The
lawsuit was filed during August 2000 in the amount of not less than
$25,000,000 for Breach of Fiduciary Duty, Fraud, Breach of Contract,
International Interference with Contractual Relationships, Misappropriation of
Trade Secrets, Unfair Competition, Accounting, and Injunctive Release. The
discovery process is ongoing and the Company is vigorously pursuing the matter
toward a favorable outcome. The case is set for a settlement hearing in August
2001.

Breakaway Solutions

     The action was filed by Breakaway Solutions, formerly known as the
Counsel Group, in Orange County Superior Court was settled for the sum of
Fifty Thousand Dollars ($50,000.00) payable in monthly installments.
Sweeney

     Litigation between the Company and the former Co-Chairman/Chief
Operations Officer James A. Sweeney, for Intentional Interference with
Economic Relationship, Breach of Fiduciary Duty, Fraud, Breach of Contract and
Trade Libel has been settled and dismissals shall be filed upon completion of
the settlement agreement.  There will be no exchange of cash or stock in the
settlement.

Back Bay LLC

The Company's former landlord at the Bristol Street location has filed
litigation.  The range of dispute for back rent and issues of non-delivery of
premises by the landlord ranges from a low of One Hundred Fifteen Thousand
Dollars ($115,000.00) to a high of Eight Hundred Thirty Thousand Dollars
($830,000.00).  The Company is vigorously prosecuting the matter.

Gilbert / Shaft

Two former employees have filed a suit in Orange County Supreme Court over
commissions due on the "Platinum Card" concept.  The Company asserts that the
parties were overpaid on cards sold to date, while the two former employees
have not defined their dollar claim.  The Company is vigorously prosecuting
the matter.


F-14
<PAGE>

Conseco

A dispute has arisen during the second half of fiscal 2000 with threatened
litigation over computer hardware purchased under an installment contract.
The Company asserts it did not receive new and/or equipment ordered.
Resolution is uncertain.

<PAGE>

F-15




SIGNATURE

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

                           PRICE NET USA, INC.


                       By  /s/ Donald Rackemann
                               -------------------
                               Donald Rackemann
                               Chairman and Chief Executive
                               Officer

                     Date: March 30, 2001