<PAGE>

================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                   FORM 10-KSB

                                   -----------
                                   (Mark One)
|X|    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
       1934.
For the year ended December 31, 1999
                                       OR

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934.
For the transition period from _____ to ______


                         Commission file number 0-25022

                                  MoneyZone.com
                            Formerly, EBonlineinc.com
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


                    NEVADA                                  72-1148906
--------------------------------------------     -------------------------------
    (State Or Other Jurisdiction Of                      (I.R.S. Employer
     Incorporation Or Organization)                      Identification No.)


8701 RED OAK BLVD, SUITE 100, CHARLOTTE,
         NORTH CAROLINA                                      28217
---------------------------------------------    -------------------------------
   (Address Of Principal Executive Offices)                (Zip Code)


                                 (704) 522-1410
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None.

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

                                                      Name of Each Exchange
              Title of Each Class                      On Which Registered
--------------------------------------        ----------------------------------
Common Stock, par value $.001 per share        The common stock is quoted on the
                                                Over-the-Counter Bulletin Board

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes  |X| No  |_|

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

State issuer's revenues for its most recent fiscal year: $710.00

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average of the bid and ask price of
such common equity on February 24, 2000 was approximately $22,358,944.37.

The total number of shares of the registrant's Common Stock, par value $.001 per
share, outstanding on February 24, 2000 was 6,245,835.

Transitional Small Business Disclosure Format:  Yes  |_|     No  |X|

Part III of this report incorporates by reference information from the issuer's
proxy statement to be filed by the issuer in connection with its annual meeting
of stockholders to be held on May 23, 2000.

================================================================================


<PAGE>

                                  MONEYZONE.COM

                          (A DEVELOPMENT STAGE COMPANY)

                              INDEX TO FORM 10-KSB

                                                                        Page
                                                                        ----
                                     PART I

Item   1.   Description of Business.....................................  2
Item   2.   Description of Property.....................................  6
Item   3.   Legal Proceedings...........................................  6
Item   4.   Submission of Matters to a Vote of Security Holders.........  6


                                     PART II

Item   5.   Market for Common Equity and Related Stockholder Matters....  7
Item   6.   Management's Discussion and Analysis or Plan of Operation...  8
Item   7.   Financial Statements
              Index to Historical Financial Statements.................. 11
              Independent Auditors' Reports............................. 12
              Balance Sheets............................................ 14
              Statements of Operations.................................. 15
              Statements of Changes in Shareholders' Equity............. 16
              Statements of Cash Flows.................................. 19
              Notes to Financial Statements............................. 21
Item   8.  Changes In and Disagreements With Accountants on
            Accounting and Financial Disclosure......................... 26


                                    PART III

Item   9.  Directors, Executive Officers, Promoters and Control
            Persons; Compliance With Section 16(a) of the Exchange Act.. 27
Item   10. Executive Compensation....................................... 27
Item   11. Security Ownership of Certain Beneficial Owners and
            Management...................................................27
Item   12. Certain Relationships and Related Transactions............... 27
Item   14. Exhibits, List  and Reports on Form 8-K...................... 29
Signatures.............................................................. 30



<PAGE>



                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

      Certain information set forth in this report includes "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. In addition, from time to time, we may publish forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended,
or make oral statements that constitute forward-looking statements. These
forward-looking statements may relate to such matters as anticipated financial
performance, future revenues or earnings, business prospects, projected
ventures, new products, anticipated market performance and similar matters. The
words "budgeted", "anticipate", "project", "estimate", "expect", "may",
"believe", "potential" and other similar statements are intended to be among the
statements that are considered forward looking statements. Readers are cautioned
not to place undue reliance on these forward looking statements, which are made
as of the date hereof. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, we caution readers that a variety of factors could
cause our actual results to differ materially from the anticipated results or
other expectations expressed in our forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include, but are not
limited to:

        o     transaction volume in the securities markets

        o     the volatility of the securities markets

        o     fluctuations in interest rates

        o     changes in regulatory requirements which could affect the cost of
              doing business

        o     fluctuations in currency rates

        o     general economic conditions, both domestic and international

        o     changes in the rate of inflation and related impact on securities
              markets

        o     competition from existing  financial institutions and  other  new
              participants in the securities markets

        o     legal developments affecting the litigation  experience  of  the
              securities industry

        o     changes in federal and state tax laws which  could   affect  the
              popularity of products sold by us

        o     significant and rapid changes in technology which could negatively
              affect our Internet related projects. We undertake no obligation
              to release publicly any revisions to the forward looking
              statements to reflect events or circumstances after the date
              hereof or to reflect unanticipated events or developments.

IMPORTANT TERMS

      In this report we use the terms "Company," "we," "us" and "our" to refer
to MoneyZone.com.

GENERAL

      MoneyZone.com is an Internet-based business consisting of globally
accessible websites, designed to facilitate mergers, acquisitions and corporate
finance activities. The address for the Company's flagship website is
WWW.MONEYZONE.COM. The Company launched its current website on January 18, 2000,
and has attracted more than 2500 registered members, including business buyers,
business sellers, lending institutions, accredited investors, venture
capitalists, corporate investors, and business service providers. The Company
has also organized MoneyZone Capital Corp., a Delaware Corporation, which is in
the process of seeking licensing as a broker-dealer. Broker-dealer status will
enable the Company to fully facilitate corporate finance transactions via its
websites, and to collect commissions and referral fees.


                                       2
<PAGE>


      BACKGROUND

      MoneyZone.com was formed on April 4, 1989 under the name Chelsea Atwater,
Inc. On March 19, 1997, the Company changed its name to Cerx Entertainment
Corporation, and on March 23, 1998, changed its name to Cerx Venture
Corporation. Prior to 1996, the Company had limited operations, while it sought
a business to acquire. On July 15, 1999, the Company effected a merger with
EBonlineinc.com, Inc., a Delaware corporation, and changed its name to
MoneyZone.com. MoneyZone.com completed the development of its primary website
and launched it on January 18, 2000. Our website address is
http://www.moneyzone.com.

      INDUSTRY BACKGROUND

      Corporate finance support for middle-market companies is generally
comprised of a network of finders, brokers, licensed broker-dealers and smaller
investment banks. These providers typically focus upon specific industry groups
and localized geographic markets. It is often difficult for smaller companies to
locate appropriate corporate finance specialists. A middle-market company
seeking a commercial loan, equity capital, or acquisition opportunity is often
limited by its local network and geographic market.

      Many middle-market business owners/managers complete relatively few
significant corporate finance transactions during the course of their careers.
They often do not have in-house corporate finance expertise and must rely upon
facilitators to locate sources of capital, structure debt or equity offerings,
and assist in completing transactions. These companies typically focus upon
capital sources within their immediate geographic markets, even though more
advantageous terms may be available elsewhere.

      The advent of the Internet and its rapid development within the past few
years, offers middle-market companies in search of corporate finance services,
the opportunity to more easily locate appropriate service providers without
geographic limits and often at more competitive pricing. Business sellers and
acquirers may now post and search listings worldwide. Lenders and investors
offer capital without regard to geographic boundaries.

      CURRENT OPERATIONS

      MoneyZone.com operates a website which provides five primary services to
its customers:

        o     the ability to apply for a commercial loan from a network of more
              than 100 lenders,
        o     the ability to list a business for sale,
        o     the ability to post an equity funding request,
        o     search capabilities for professional service providers,
        o     a business toolkit with resources for business owners

      The Company utilizes its website as an aggregator of corporate finance
clients, including business buyers, business sellers, funding seekers, and those
who require advisory services or financial services products. The website also
aggregates financial services providers such as commercial lending institutions,
investors, accredited investors, venture capitalists, corporate investors,
strategic partners, and corporate finance professionals.

      MoneyZone.com facilitates transactions between its clients and its
providers utilizing the Company's websites and its corporate finance team. The
Company also directly provides advisory services to its clients.

       The Company's target market includes middle-market companies within the
U.S. and Europe, early-stage Information Technology/Information Services
companies, and start-up/ early-stage Internet companies.



                                       3

<PAGE>

       MoneyZone.com competes with many corporate finance websites and considers
its competitive advantages to be as follows:

        o     A "HIGH TOUCH" COMPONENT: In contrast with most competing sites,
              MoneyZone.com has an in-house staff of corporate finance
              professionals with extensive experience in all functional areas.
              The Company has formed MoneyZone Capital Corporation and is in
              the process of licensing it as a broker-dealer. MoneyZone.com
              will share fees and commissions with its member service providers.

        o     FULL COMPLEMENT OF FINANCIAL SERVICES: MoneyZone.com is a megasite
              which encompasses most corporate finance functions and services.
              Many of its competitors have limited functionality. The Company
              intends to be a "one-stop shop" for its clients.

        o     INTERNATIONAL AFFILIATES: MoneyZone.com is organizing an affiliate
              program within Europe which will give the Company a presence in
              more than fifteen countries. The country affiliates will be
              responsible for all operations while MoneyZone.com will direct the
              advertising and marketing campaigns.  Ten affiliates are currently
              in place.

        o     CAPTIVE INVESTMENT FUNDS: The Company plans to organize a series
              of investment funds (MoneyZone Partners) to invest in early-stage
              IT and IS companies. These investments will be sourced via the
              MoneyZone network and monitored by its corporate finance team.

        o     STATE-OF-THE-ART SITE FUNCTIONALITY: MoneyZone.com has developed
              the architecture to support tens of thousands of members and their
              data in a completely scalable environment. The Company's
              functionality and design are highly competitive.

        o     MANAGEMENT TEAM: The Company's management team has extensive
              experience in mergers and acquisitions, corporate finance in
              general and the management of public companies. MoneyZone.com
              intends to augment its current management team with additional
              corporate finance and technology professionals.

      SALES AND MARKETING

      The Company markets its website through online services, direct mail,
print and other media and affiliate relationships. The Company retains a third
party agency to manage its online advertising sales program. Revenue sources are
advertising sales, membership fees, loan referral fees, affiliate referral fees,
product sales and consulting fees. Upon licensing MoneyZone Capital Corporation
as a broker/dealer, the Company will begin receiving investment banking and
advisory fees.

      COMPETITION

      MoneyZone.com is engaged in a highly competitive business. With respect to
one or more of its businesses, the Company has substantial competition from
traditional investment banks, loan brokers, business brokers as well as more
than 100 online competitors offering venture capital, commercial loans,
businesses for sale, business products and business services.

      MoneyZone.com attempts to differentiate itself from its competitors on the
basis of its branding, reputation, functionality and depth of service.

      EMPLOYEES

      As of December 31, 1999, MoneyZone.com had 4 full-time employees. As of
March 15, 2000, we had 7 full-time employees. No employees are covered by
collective bargaining agreements, and MoneyZone.com believes its relations are
good with both its employees and its independent contractors and consultants.

RISK FACTORS

      INADEQUATE FINANCING TO SUPPORT OUR BUSINESSES COULD HAVE A MATERIAL
ADVERSE EFFECT ON US. We have suffered operating losses and have a limited
operating history which makes our future operating results uncertain. Although
we initially incorporated in 1989 under the name Chelsea Atwater, Inc., we had
no material operations prior to July 1999 when EBonlineinc.com, Inc., a Delaware



                                       4

<PAGE>

corporation, merged with and into us and we were the surviving corporation. In
connection with that merger, we had a complete change in controlling ownership
and in the members of our board of directors and our management team. Our new
management team then launched our current business. Accordingly, our operations
and business prospects must be considered in light of the risks and difficulties
frequently encountered by companies in the early stages of entry into a new
business segment in a new, rapidly evolving and highly competitive industry. To
address these risks, we must respond effectively to competition, continue to
attract, retain and motivate qualified personnel and continue to improve our
products. As a result of committing significant resources to launch our website,
we were not profitable in the twelve-months ended December 31, 1999. Because we
may need to devote additional resources to developing our business, will need to
increase our revenue to achieve profitability.

      WE DEPEND ON CERTAIN KEY MEMBERS OF MANAGEMENT AND THE LOSS OF ANY ONE OF
THEM COULD HAVE A SIGNIFICANT ADVERSE EFFECT ON OUR PERFORMANCE AS A WHOLE We
depend on certain key members of management and the loss of any one of them
could have a significant adverse effect on our performance as a whole. Most
aspects of our business depend on highly-skilled individuals. We devote
considerable resources to recruiting, training and compensating such individuals
and have taken further steps to encourage such individuals to remain in our
employ. Individuals employed by us may, however, choose to leave at any time to
pursue other opportunities. Moreover, operating our business depends principally
on certain key management personnel. Since qualified personnel are in great
demand throughout the software and Internet industries, the loss of any member
of our management team could have a material adverse effect on our business. We
do not maintain key-man life insurance on our officers.

      TRANSACTIONS INVOLVING OUR SECURITIES MAY BECOME SUBJECT TO PENNY STOCK
LESS THAT IMPOSE ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKER-DEALERS WHO
SELL SUCH SECURITIES TO PERSONS OTHER THAN ESTABLISHED CUSTOMERS AND ACCREDITED
INVESTORS. The SEC has adopted regulations which define "penny stock" to include
any equity security other than a security that is registered on a national
securities exchange, authorized for quotation on Nasdaq or has a price of $5.00
or more per share. Since our common stock is quoted on the Over-the Counter
Bulletin Board and not traded on an exchange or authorized for quotation on the
Nasdaq, it is exempt from the definition of penny stock at this time by virtue
of its price per share. If at any time the price of our common stock falls below
$5.00 per share, transactions involving our common stock may become subject to
penny stock rules that impose additional sales practice requirements on
broker-dealers that sell such securities to persons other than established
customers and accredited investors. (Accredited investors include, among others,
individuals with assets in excess of $1,000,000 or annual income exceeding
$200,000 individually or $300,000 together with his or her spouse.) For
transactions subject to penny stock rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, the SEC mandates a risk disclosure document relating to the penny
stock market which the broker-dealer must deliver prior to any transaction
involving a penny stock, unless an exemption applies. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative and disclose current quotations for the securities. If
the broker-dealer is the sole market-maker, the broker-dealer must also disclose
this fact as well as its presumed control over the market. Finally,
broker-dealers must send monthly statements disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks. Consequently, the penny stock rules may restrict the ability of
broker-dealers to sell our securities in the secondary market.

      SIGNIFICANT AND RAPID CHANGES IN TECHNOLOGY COULD NEGATIVELY AFFECT OUR
INTERNET-RELATED PROJECTS. The market for Internet products and services has
only recently begun to develop and is rapidly evolving. Significant
technological changes could render our existing Internet-related products and
services obsolete. To be successful, we must adapt to this rapidly changing
market by continually improving the responsiveness, functionality and features
of our products and services to meet our customers' needs. If we are unable to
respond to technological advances and conform to emerging industry standards in
a cost-effective and timely basis, certain portions of our business could be
materially adversely affected.



                                       5

<PAGE>


ITEM 2.     DESCRIPTION OF PROPERTY

      MoneyZone.com does not own any real property. The Company leases
approximately 5,000 square feet as its corporate headquarters, which lease
expires on August 31, 2002. At current and anticipated staffing levels,
MoneyZone.com believes its leased space is suitable and adequate. However, if
volume and activity increases, it may necessitate leasing additional office
space.

ITEM 3      LEGAL PROCEEDINGS

      We are not currently a party to any legal proceeding, and none of our
officers, directors or affiliates and no beneficial owner of more than five
percent of any of our voting securities is a party to a proceeding in which any
of them have a position or interest adverse to us.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On December 16, 1999, stockholders holding a majority of the shares of our
outstanding stock entitled to vote, from whom we solicited consent, provided us
a written consent in lieu of a meeting to approve changing our name as reflected
on the records of the State of Nevada from EBonlineinc.com to MoneyZone.com.
Each share of our outstanding voting stock is entitled to one vote. Stockholders
owning 3,866,773 shares of voting stock consented in writing to the name change.
There were no votes against, abstentions or broker non-votes.




















                                       6
<PAGE>



                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      MoneyZone's Common Stock is traded on the Over the Counter Bulletin Board
under the symbol "MNZN" (previously, the symbol was "EBOL"). The following table
sets forth the reported high and low bid quotations on a calendar year basis of
the Common Stock for the periods indicated. Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

                                                Common Stock
                                       -------------------------------
                                            High            Low
                                       -------------------------------

            FISCAL 1999

            First Quarter                  N/A            N/A

            Second Quarter                 N/A            N/A

            Third Quarter                $6.4375        $4.7500

            Fourth Quarter               $6.0000        $4.6250

            FISCAL 2000

            First Quarter (through       $9.3750        $5.0000
            March 21, 2000)

      On March 21, 2000, the closing bid price for MoneyZone's Common Stock as
reported on the Over the Counter Bulletin Board was $ 8.9375 per share. On that
date, there were approximately 177 holders of record of Common Stock (including
entities which hold stock in street name on behalf of other beneficial owners).

      MoneyZone has not paid any cash dividends on its Common Stock to date, and
does not anticipate declaration or payment of any dividends in the foreseeable
future. MoneyZone anticipates that for the foreseeable future it will follow a
policy of retaining earnings, if any, in order to finance the expansion and
development of its business. Payment of dividends is within the discretion of
MoneyZone's Board of Directors and will depend upon the earnings, capital
requirements and operating and financial condition of MoneyZone, among other
factors.

      On July 15, 1999, upon consummation of our merger with EBonlineinc.com,
Inc., we issued to the former stockholders of EBonlineinc.com, Inc. 3,886,773
shares of our common stock.  The transaction was valued at $1,000, the fair
market value of the assets of EBonlineinc.com, Inc.  We issued the shares
without registration upon reliance on Section 4(2) of the Securities Act of
1933, as amended.

      On October 1, 1999, MoneyZone sold 733,335 restricted shares of Common
Stock in a private placement private investors for $3.00 per share. In
connection with the private placement, MoneyZone also issued 73,333 Class A
Warrants to the Placement Agents as compensation for services rendered in
connection with this transaction.

      MoneyZone has relied upon Section 4(2) of the Securities Act of 1933, as
amended, for its private placement exemption, such that the sales of the
securities were transactions by an issuer not involving any public offering. In
each transaction, the purchasers were sophisticated and had access to
information about the Company.







                                       7
<PAGE>



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

PLAN OF OPERATION

      At December 31, 1999, we had cash and marketable securities in the amount
of $1,244,611 and incurred operating expenses at a rate of $50,000 per month.
While we will not require additional funds to cover operating expenses, we do
expect to raise additional funding to increase our advertising and marketing
expenses.

      In April 1999, we launched our initial corporate finance website at
WWW.EBONLINEINC.COM. That site's functionality was limited to a business for
sale and venture capital search and listing process. The website was primarily
designed to support the corporate finance activities of our largest stockholder,
Global Capital Partners, Inc., formerly Eastbrokers International Incorporated.
In December 1999, we purchased the domain name WWW.MONEYZONE.COM and
discontinued the WWW.EBONLINEINC.COM website. Our current flagship website,
WWW.MONEYZONE.COM was launched on January 18, 2000.

       Our current operations are focused upon providing services and products
to middle-market businesses via our website. Resources include business for sale
listings, on-line commercial loans, equity funding sources, business news, stock
quotes, business articles, business products and business service providers. We
generate targeted traffic to our website through a combination of traditional
and online advertising and marketing campaigns including print media, banner
ads, email services, direct mail and other online media. Site traffic has
increased consistently since the January 18th launch of WWW.MONEYZONE.COM.
Unique visitors are currently averaging 250,000 per month, and we have more than
2500 registered members.

      Our plan of operation for the next year includes:

  o   Increasing our network of commercial lenders and equity funding sources
      throughout the United States and Europe.

  o   Developing improved functionality for the lending and equity funding
      sections so that funding seekers and funding sources may monitor
      transactions continuously in real time.

  o   Licensing MoneyZone Capital Corp. as a broker-dealer so that we may
      collect investment banking and advisory fees.

  o   Enrolling corporate finance affiliates throughout the United States and
      Europe who will assist us in aggregating and facilitating corporate
      finance transactions.

  o   Sponsoring MoneyZone Capital Partners Fund I to invest in
      business-to-business Internet companies and early-stage information
      technology and information services companies. We intend to primarily
      co-invest with established venture capital and investment firms.

  o   Retaining additional corporate finance professionals to expand our
      capabilities in facilitating commercial loan and investment banking
      transactions.

      We believe that there are significant advantages for our member businesses
in utilizing the Internet and WWW.MONEYZONE.COM to arrange commercial loans,
offer themselves for sale, raise equity capital, locate service providers,
access current business news and source related products. Our website is in
operation 24 hours per day, 7 days per week and 365 days per year. We have
members in more than 70 countries. Only one application form is required for
submission to multiple commercial lenders or equity funding sources. Response
times are typically shorter than in off-line transactions. Members may conduct
searches worldwide without time or place constraints. Transaction fees may be
lower than those typically charged by traditional investment banks.

      We intend to constantly improve the functionality of our website and to
add services to better support our customers. As we continue to promote
WWW.MONEYZONE.COM and increase our viewership, there will be a larger membership
base providing increased opportunities for customer interaction and completed
transactions. Our corporate finance professionals will also have a larger pool
of potential transactions to facilitate.

      We currently have seven (7) employees:




                                       8

<PAGE>

  o     Administration/Operations----(2)

  o     Website engineering and design----(3)

  o     Corporate finance----(2)

      Within the next six months we expect to have approximately twenty (20)
employees as follows:

  o     Administration/Operations----(5)

  o     Website engineering and design----(6)

  o     Corporate finance----(9)



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

   GENERAL OVERVIEW

      Since July 15, 1999, upon consummation of our merger with EBonlineinc.com,
Inc., a Delaware corporation, after which we continued as the surviving
corporation, the Company's activities have been directed toward raising capital
and developing, implementing and marketing an Internet site designed to
facilitate mergers, acquisitions, and the funding of corporate finance
activities. In October, 1999, the Company completed its initial private
placement of funds. A total of 733,335 shares of stock were issued at a
placement cost of $3.00 per share. $2,200,005 of equity funds were raised. Cost
of the issuance of the private placement was $654,893. Net proceeds to the
Company were $1,545,112.

      Moneyzone.com is a Web-based business consisting of a website, globally
accessible via the Internet, designed to facilitate mergers, acquisitions and
corporate finance activity. The site attracts businesses seeking merger
opportunities or joint venture partners, looking to sell or acquire businesses
or to obtain debt or equity capital or simply to gain exposure within the
international investment banking community. In addition, the site attracts
accredited investors looking for investment opportunities. We expect that the
combination of finance and the Internet will differentiate MoneyZone.com from
its competition.

      LIQUIDITY AND CAPITAL RESOURCES

      Through September 30, 1999, we have funded our operations almost
exclusively through cash loans and cash advances provided by shareholders. In
October 1999, the Company complete its initial private placement offering. Net
fund proceeds were used to repay short term loans and advances provided by
shareholders. For the year ended December 31, 1999, we had incurred and paid
website development, general and administrative and overhead expenses of
$305,403. As of December 31, 1999, we had an accumulated a deficit (net loss) of
$724,957 since inception. The Company has cash and marketable securities
amounting to $1,244,611. There are no outstanding loans or debts owed as of
December 31, 1999 other than normal monthly operating expenses.

      RESULTS OF OPERATIONS

      During the twelve months ended December 31, 1999, we incurred a net loss
from operations of $304,693. Expenses for this first year of the Company's
development are related primarily to the development of the proprietary web
site, to accounting fees, and to costs relating to the Company's SEC filings.
The Company paid rent, salaries, and other general and administrative costs for
the year totaling $305,403. In September 1999, a related party shareholder
forgave $205,898 of promissory notes and related debts. This forgiven debt is
reflected as additional paid in capital.

      During the twelve months ended December 31, 1998, we had no revenues and
incurred a net loss of $18,410. Expenses for the year 1998, were related
primarily to miscellaneous operating costs. Operating costs are primarily
related to general and administrative operating costs. The Company paid no
salaries or rent during the first nine months of 1998.


                                       9

<PAGE>


      SELECTED FINANCIAL DATA

                                                                  April 4, 1989
                                                                 (Inception) to
                                    December 31,    December 31   December 31,
                                        1999            1998           1999
                                    -------------   -----------  --------------

BALANCE SHEET DATA
  Assets                            $1,713,217       $1,014
  Liabilities                           44,335      195,283
  Stockholders' equity              $1,668,882    $(194,269)

STATEMENT OF OPERATIONS DATA
REVENUES
 Operating revenues, net                  $710                        $710
EXPENSES
 Operating expenses                    305,403       18,410        725,667
 Net loss                             (304,693)     (18,410)      (724,957)
 Net loss per share                     (0.085)      (0.011)

      ACQUISITIONS

      On June 28, 1999, the Company, the Company's then majority stockholder and
EBonlineinc.com, Inc., a Delaware corporation, and entered into an Agreement and
Plan of Merger providing for the merger of EBonlineinc.com, Inc. with and into
the Company. On July 15, 1999, the Company filed the Articles of Merger and the
Certificate of Merger with the Secretaries of State of the states of Nevada and
Delaware, respectively, consummating the merger. Immediately prior to the
merger, the Company changed its name from Cerx Venture Corporation to
EBonlineinc.com, effected a reverse stock split of its issued and outstanding
shares of common stock on a on a three-and-one-half-for-ten (3.5:10) basis, and
cancelled 117,765 shares of Registrant Common Stock. The Company is continuing
as the sole surviving corporation and the separate existence of EBonlineinc.com,
Inc. ceased effective as of July 15, 1999. The merger was valued at $1,000, the
fair market value of the assets of the non-surviving company. Immediately prior
to the consummation of the merger there were 1,633,227 outstanding shares of the
Company's common stock and immediately thereafter there were 5,500,000
outstanding shares of the Company's common stock.

      Also in connection with this merger, one of our primary shareholders
agreed to forgive his cash loans and advances together with accrued interest.

      NEW ACCOUNTING STANDARDS

      In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 128. The new standard replaces primary and fully diluted earnings per
share with basic and diluted earnings per share. We adopted SFAS No. 128
beginning with the interim reporting period ended December 31, 1997. The
adoption did not impact previously reported earnings per share amounts.

      In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." This statement established standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements. There were no items of
comprehensive income as defined by SFAS 130 for any of the periods presented.

      In June 1998, the FASB issued SFAS No. 133, "Accounting For Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for fiscal years beginning after June 15, 2000. At this time,
we do not believe that this statement will have a significant impact on us.






                                       10
<PAGE>





ITEM 7.     FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Reports.......................................     12
Balance Sheets......................................................     14
Statements of Operations............................................     15
Statement of Changes in Shareholders' Equity........................     16
Statements of Cash Flows............................................     19
Notes to Financial Statements.......................................     21




















                                       11
<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To The Shareholders of MoneyZone.com

Charlotte, North Carolina

We have audited the accompanying balance sheet of MoneyZone.com (a development
stage company) as of December 31, 1999, and the related statements of
operations, shareholders' equity, and cash flows for the year then ended, and
the 1999 amounts included in the cumulative amounts from April 4, 1989
(inception) to December 31, 1999. These financial statements are the
responsibility of the management of MoneyZone.com. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statement for the period from inception (April 4, 1989) through
December 31, 1998 were audited by other auditors.

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

In our opinion, the 1999 financial statements referred to above presents fairly,
in all material respects, the financial position of MoneyZone.com (a development
stage company) as of December 31, 1999, and the results of its operations and
its cash flows for the year then ended and the 1999 amounts included in the
cumulative amounts from April 4, 1989 (inception) to December 31, 1999, in
conformity with generally accepted accounting principles.

                                                       SPICER, JEFFRIES & CO.





Denver, Colorado
February 24, 2000



                                       12

<PAGE>



                          INDEPENDENT AUDITORS' REPORT




To The Shareholders of MoneyZone.com (formerly Cerx Venture Corporation)

Charlotte, North Carolina

I have audited the balance sheet of MoneyZone.com (formerly Cerx Venture
Corporation) (a development stage company) as of December 31, 1998, and the
related statements of operations, cash flows and changes in stockholders' equity
for the year then ended and the 1998, 1997 and 1996 amounts included in the
cumulative amounts from April 4, 1989 (inception) through December 31, 1998.
These financial statements are the responsibility of the management of
MoneyZone.com (formerly Cerx Venture Corporation). My responsibility is to
express an opinion on these financial statements based on my audit. The
financial statements of MoneyZone.com (formerly Cerx Venture Corporation) (a
development stage company) for the period from April 4, 1989 (inception) to
December 31, 1995, were audited by other auditors whose opinion, dated February
29, 1996, on those financials was unqualified.

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
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
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 financial position of MoneyZone.com (formerly Cerx
Venture Corporation) (a development stage company) as of December 31, 1998, and
the results of its operations and cash flows for the year then ended and the
1998, 1997 and 1996 amounts included in the cumulative amounts from April 4,
1989 (inception) through December 31, 1998, in conformity with generally
accepted accounting principles.

                                                  /s/ Stephen M. Siedow, P.C.



March 29, 1999
Aurora, Colorado

















                                       13
<PAGE>






                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                    December 31,
                                                        1999

ASSETS

  Current Assets
    Cash                                           $  974,611
    Marketable securities                             270,000
    Prepaid Expenses                                  353,334
                                                   ----------
      Total Current Assets                          1,597,945
  Property & equipment, net of
  accumulated depreciation of $2,780                  115,272
                                                   ===========
       Total Assets                                $1,713,217
LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities
    Accounts payable                               $   44,335
    Advances                                               --
    Accrued interest
    Promissory notes to an officer/stockholders            --
                                                   -----------
       Total liabilities                               44,335
                                                   -----------
   Commitments and contingencies
   Shareholders' equity
    Preferred stock; $.001 par value; authorized
      15,000,000 shares; issued - none                    --
    Common stock; $.001 par value; authorized
      50,000,000 shares; 6,245,835 and
      1,633,227 shares issued and
      outstanding at December 31, 1999
      and 1998                                         6,246
    Additional paid in capital                     2,387,593
    Deficit accumulated during development stage    (724,957)
                                                  -----------
     Total shareholders' equity                    1,668,882
                                                  -----------
     Total Liabilities and Shareholders' Equity   $1,713,217
                                                  ===========


                 See accompanying notes to financial statements






                                       14

<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                  April 4, 1989
                                        For the Twelve Months     (Inception) to
                                        Ended December 31,        December 31,
                                    -------------------------     --------------
                                         1999            1998           1999
                                    --------------  ----------    --------------

Service Income                      $     710       $        -     $       710

Costs and expenses
  Costs related to attempted
    Business acquisitions                   -                -         192,020
  Web Site and Related Costs           85,731                -          85,731
  General and administrative          213,307            7,885         356,345
  Interest                              6,365           10,525          25,107
  Offering Costs                            -                -          66,464
                                    ----------      ----------     ------------
   Total costs and expenses           305,403           18,410         725,667
                                    ----------      ----------     ------------


 Net loss                           $(304,693)      $  (18,410)    $  (724,957)
                                    ==========      ===========    ============
 Basic and diluted net loss per
    common share                    $  (0.085)      $   (0.011)
                                    ==========      ===========

 Weighted average common shares
 outstanding                        3,583,148       1,633,227
                                    ==========      ==========



















                 See accompanying notes to financial statements


                                       15

<PAGE>




                                  MONEYZONE.COM
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 1999

                                                                       Deficit
                                                         Additional  Accumulated
                                        Common   Stock    Paid in       From
                                        Shares   Amount   Capital    Inception
                                        ------   ------   -------    ---------

Balance, April 4, 1989 (inception)           -   $   -    $    -     $     -

  Common stock issued for cash,
   March 29, 1989 at $.017 per share   132,216      132     2,118

 Common stock issued for cash,
   March 29, 1989 at $.036 per share   297,408      297    10,453

 Common stock issued for cash,
   April 3, 1989 at $.036 per share     69,164       69     2,431

 Common stock issued for cash,
   April 7, 1989 at $.017 per share     29,381       29       471

 Common stock issued for cash,
   April 7, 1989 at $.036 per share     41,498       42     1,458

 Common stock issued for cash,
   May 23, 1989 at $.006 per share      57,131       57       293

 Common stock issued for cash,
   May 23, 1989 at $.011 per share     101,203      101     1,049

 Common stock issued for cash,
   May 31, 1989 at $.006 per share       6,529        7        33

 Net loss                                                                (825)
                                    --------------------------------------------
Balances at December 31, 1989          734,530      734    18,306        (825)

 Net Loss                                                             (18,014)
                                    --------------------------------------------
Balances at December 31, 1990          734,530      734    18,306     (18,839)

 Net Loss                                                                 (59)
                                    --------------------------------------------
Balances at December 31, 1991          734,530      734    18,306      (18,898)

 Net Loss                                                                 (142)
                                    --------------------------------------------

Balances at December 31, 1992          734,530      734    18,306      (19,040)

 Net Loss                                                                    0
                                    --------------------------------------------



                                       16

<PAGE>

                                  MONEYZONE.COM
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 1999

                                                                       Deficit
                                                         Additional  Accumulated
                                        Common   Stock    Paid in       From
                                        Shares   Amount   Capital    Inception
                                        ------   ------   -------    ---------


Balances at December 31, 1993          734,530      734    18,306     (19,040)

  Common stock issued for out of
   pocket expenses incurred, valued
   at $.006 per share                  241,580      242     1,238           -

  Net loss                                                             (1,787)
                                      ------------------------------------------

Balances at December 31, 1994          976,110      976    19,544     (20,827)

  Net loss                                                            (12,773)
                                      ------------------------------------------

Balances at December 31, 1995          976,110      976    19,544     (33,600)

  Common stock issued for out of
    pocket expenses incurred, valued
    at $.061 per share                  40,240       40     2,425

  Common stock issued pursuant to an
   asset purchase agreement, valued
   at $.001 per share                  390,131      390

  Recission of common stock issued
   pursuant to an asset purchase
   agreement, valued at $.001 per
   share                              (390,131)    (390)

  Common stock issues for out of
    pocket expenses and legal fees
    incurred, valued at $.245 per
    share                              600,554      601    146,566

  Net loss                                                           (233,902)
                                     -------------------------------------------

Balances at December 31, 1996        1,616,904    1,617    168,535   (267,502)

  Common stock issued for cash,
    May 8, 1997 at $.1531 per
    share                               16,323       16     2,484

  Related party forgiveness of debt                        53,343

  Net loss                                                           (134,352)
                                    --------------------------------------------

Balances at December 31, 1997        1,633,227     1,633  224,362    (401,854)

  Net loss                                                            (18,410)
                                   ---------------------------------------------



                                       17


<PAGE>

                                  MONEYZONE.COM
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 1999

                                                                       Deficit
                                                         Additional  Accumulated
                                        Common   Stock    Paid in       From
                                        Shares   Amount   Capital    Inception
                                        ------   ------   -------    ---------



Balances, December 31, 1998           1,633,227   1,633     224,362   (420,264)

  EBonlineinc.com, Inc. acquisition   3,866,773   3,867      (2,867)

   Related party forgiveness of debt                        205,898

   Issuance of common stock at $3.00    733,335     733   1,544,379
    per share, less offering
    costs of $654,893

   Issuance of common stock in
    connection with acquisition of
    property at $5.00 per share         12,500       13     62,487

   Issuance of warrant for future
    consulting                                             353,334

  Net loss                                                             304,693
                                     -------------------------------------------
Balances, December 31, 1999          6,245,835    6,246  2,387,593    (724,957)
                                     -------------------------------------------



















                 See accompanying notes to financial statements


                                       18
<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                   April 4, 1989
                                        For the Twelve Months     (Inception) to
                                         Ended December 31,        December 31,
                                         1999           1998          1999
                                     -----------      --------    ------------
 Cash flows from operating
 activities

   Net income (loss)                $ (304,693)       $(18,410)    $(724,957)

   Adjustments to reconcile net
    loss to net cash used in
    operating activities:

      Write-down to market of
        trading securities              27,398                        27,398
      Depreciation and amortization      2,778                         2,778

      Capital contributed by
        shareholder for legal fees           -                -       53,343

      Common stock issued for costs
        advanced and services                -                -      151,112

   Changes in operating assets and
    liabilities
      Accounts payable                  41,755            2,441       44,335
      Accrued interest                       -           10,524       18,741
                                      ---------      ----------     --------
 Net cash used in operating
    activities                        (232,762)          (5,445)    (427,250)
                                      ---------      ----------     ---------
 Cash flows from investing
 activities
   Purchase of property and equipment  (55,550)               -      (55,550)
   Purchase of marketable
     securities                       (297,398)               -     (297,398)
     Net cash acquired on acquisition
     of EBonlineinc.com, Inc.            1,000                -        1,000
                                     ----------     -----------     ---------
 Net cash used in investing
     activities                       (351,948)               -     (351,948)
                                     -----------    -----------     ---------
 Cash flows from financing
 activities
   Proceeds from sale of common
   stock, net                        1,545,112                -     1,566,652
   Proceeds from notes payable               -           61,850       159,372
   Advances from stockholders           13,195          (60,000)       27,785
                                     ----------      -----------    ---------
 Net cash provided by financing
   activities                        1,558,307            1,850     1,753,809
                                     ----------      -----------    ---------
 Net increase (decrease) in cash       973,597           (3,595)      974,611
 Cash and cash equivalents,
   beginning of period                   1,014            4,609             -
                                     -----------     -----------    ---------
 Cash and cash equivalents,
   period end of                     $ 974,611       $    1,014     $ 974,611
                                     ===========     ============   ==========





                 See accompanying notes to financial statements




                                       19

<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                   April 4, 1989
                                        For the Twelve Months     (Inception) to
                                         Ended December 31,        December 31,
                                         1999           1998          1999
                                       ---------      --------    ------------


 Supplemental disclosure of cash flow
  information
  Common stock issued for property     $62,500         $     -       $62,500
                                       =======         ---------     ========
  Common stock issued for services    $353,334         $     -      $353,334
                                      ========         ---------    =========
  Forgiveness of debt                 $205,898         $     -      $205,898
                                      ========         ---------    =========
                                                         -
 The Company purchased all of
 the common stock of
 EBonlineinc.com, Inc. for
 stock. In connection with
 the acquisition, the fair
 value of net assets acquired
 was as follows:

   Fair value of assets               $15,681
   Liabilities assumed                (14,681)
                                      --------
   Common stock issued                $ 1,000
                                      ========






















                 See accompanying notes to financial statements





                                       20


<PAGE>

                                 MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE A.     ORGANIZATION, BUSINESS, AND CONSOLIDATION

      The financial statements presented are those of MoneyZone.com, a Nevada
corporation and a development stage company (the "Company"). The Company was
incorporated on April 4, 1989 under the laws of the State of Nevada under the
name Chelsea Atwater, Inc., later changing its name to CEREX Entertainment
Corporation and subsequently to CERX Entertainment Corporation, CERX Venture
Corporation and, on July 8, 1999, in connection with the merger of
EBonlineinc.com, Inc., a Delaware corporation, with the Company, to
EBonlineinc.com. Upon consummation of the merger, EBonlineinc.com, Inc. ceased
to exist and the Company was the sole surviving entity. On December 16, 1999,
the Board of Directors approved the Company changing its name to MoneyZone.com.

      The Company's activities to date have been directed toward raising
capital, developing, implementing and marketing an Internet site designed to
facilitate mergers, acquisitions, and the funding of corporate finance
activities.

NOTE B.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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

      DEFERRED INCOME TAXES

      Deferred income taxes reflect temporary differences in reporting results
of operations for income tax and financial accounting purposes. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

      STOCK-BASED COMPENSATION

      In October, 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation" SFAS No. 123 encourages, but does not require,
companies to record compensation expense for stock-based employee compensation
plans at fair value. The Company has elected to account for its stock-based
compensation plans using the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
No. 25). Under the provisions of APB No. 25, compensation cost for stock options
is measured as the excess, if any, of the quoted market price of the Company's
common stock at the date of grant over the amount an employee must pay to
acquire the stock.

      LOSS PER COMMON SHARE

      Loss per common share is computed by dividing the net loss by the weighted
average shares outstanding during the period. Common stock equivalents are not
included in the weighted average calculation since their effect would be
anti-dilutive.






                                       21

<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS CONT'D.


NOTE B.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      SFAS 107, "Disclosures about Fair Value of Financial Instruments,"
requires the Company to report the fair value of financial instruments, as
defined. Substantially all of the Company's assets and liabilities are carried
at fair value or contracted amounts which approximate fair value. Estimates of
fair value are made at a specific point in time, based on relative market
information and information about the financial instrument, specifically, the
value of the underlying financial instrument.

      At December 31, 1998 the fair value of the Company's payables, accrued
interest and promissory notes due to an officer/shareholder is not practicable
to estimate due to the related party nature of the underlying transactions and
the indefinite payment terms.

      PROPERTY AND EQUIPMENT

      Property and equipment are carried at cost and are depreciated on a
straight-line basis over the estimated useful life of the related assets of five
years.

      CASH AND CASH EQUIVALENTS

      For purposes of the consolidated financial statements, the Company
considers all demand deposits held in banks and certain highly liquid
investments with maturities of 90 days or less other than those held for sale in
the ordinary course of business to be cash equivalents.

      STOCK SPLIT

     In July, 1999, in connection with our merger with EBonlineinc.com, Inc.,
the shareholders approved and the Company effected a 3.5 for 10 reverse split of
the Company's common stock and a cancellation of 117,766 shares of common stock,
resulting in an effective reverse split ratio of 3.2646:10. Unless otherwise
noted, all references to shares and share prices, including retroactive
treatment, reflect the reverse split on the basis of the effective ratio.

      RECLASSIFICATIONS

      Certain amounts in prior periods have been reclassified to conform to the
current presentation.

NOTE C.  STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS

      PREFERRED STOCK

      On February 10, 1997, the Company's Board of Directors designated
4,000,000 shares of preferred stock as the Series A, 6.75% Non-Voting
Convertible Preferred Stock. No shares of the Series A, 6.75% Non- Voting
Convertible Preferred Stock have been issued. On March 31, 1998, the Company
cancelled the designation of the Series A, 6.75% Non-Voting Convertible
Preferred Stock.

      The Company has a total of 15,000,000 preferred shares, $.001 par value,
authorized. Dividends, voting rights and other terms, rights and preferences of
these preferred shares have not been designated but may be designated by the
Board of Directors from time to time.








                                       22
<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS CONT'D.

    COMMON STOCK

      In 1989, the Company sold 734,530 shares of common stock to fifteen
persons for the aggregate sum of $19,040. Of these shares 262,800 common shares
were sold to officers and directors of the Company for $3,900.

      On September 21, 1994, the Company issued 241,580 shares of common
stock to John D. Brasher Jr., the Company's principal shareholder and
president for out of pocket expenses paid on behalf of the Company.  These
share were valued at $.006 per share or $1,480.

      On January 25, 1996, the Company issued 40,240 shares of common stock
to John  D. Brasher Jr., for out of pocket expenses paid on behalf of the
Company.  These shares were valued at $.061 per share or $2,465.

      On December 28, 1996, a majority of the Company's shareholders approved a
restructuring of the Company's authorized capital including (1) a reduction in
the authorized common shares from 250,000,000 to 50,000,000, (2) an increase in
the authorized preferred shares from 5,000,000 to 15,000,000, (3) a change in
par value to $.001 for both the common and preferred stock. All shares and per
share amounts have been restated to reflect this restructuring of the Company.

      On December 31, 1996, the Company issued 600,554 shares of common stock
to John D. Brasher Jr., for Company expenses advances and legal services
provided by Brasher & Company.  These shares were valued at $.245 per share
or $147,167.

      On May 8, 1997, the Company sold 16,323 shares of common stock to a
corporation for cash of $2,500.

      On October 1, 1999 the Company sold 733,335 common shares pursuant to a
private placement offering at $3.00 per share. Costs of the offering were
$654,893, leaving net proceeds to the Company of $1,545,112. In connection with
this offering, warrants to purchase 73,333 shares of the Company's common stock
at $3.00 per share were issued to the private placement agent. These warrants
will expire five years from the date of issuance.

      On December 15, 1999 the Company issued warrants to purchase 176,667
shares of the Company's common stock at $3.00 per share under a one year
consulting agreement. The warrants will expire on December 31, 2002.

      RELATED PARTY TRANSACTIONS

      On December 30, 1997, Brasher & Company, of which John D. Brasher, Jr.
is the sold owner, forgave $53,343 of accrued legal expenses advanced on
behalf of the Company.  The Company has recorded this debt forgiveness as a
capital contribution.

      During 1998, John D. Brasher Jr., the Company's majority shareholder
and president, loaned the Company $61,850 and these funds subsequently were
used to partially repay advances of $60,000.

      In July, 1999, the Company owed John D. Brasher Jr., sole owner and
president, an aggregate of $159,372 in demand promissory notes and $25,106 of
accrued interest (8% simple interest per annum) for cash loans and advances of
$21,420 for expenses of the Company. These amounts were forgiven by the
shareholders, and because of the related party nature, the Company recorded this
transaction as additional paid-in capital.






                                       23
<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS CONT'D.

NOTE D.     MERGER


      On June 28, 1999, the Company, the Company's then majority stockholder and
EBonlineinc.com, Inc., a Delaware corporation, and entered into an Agreement and
Plan of Merger providing for the merger of EBonlineinc.com, Inc. with and into
the Company. On July 15, 1999, the Company filed the Articles of Merger and the
Certificate of Merger with the Secretaries of State of the states of Nevada and
Delaware, respectively, consummating the merger. Immediately prior to the
merger, the Company changed its name from Cerx Venture Corporation to
EBonlineinc.com, effected a reverse stock split of its issued and outstanding
shares of common stock on a on a three-and-one-half-for-ten (3.5:10) basis, and
cancelled 117,765 shares of Registrant Common Stock. The Company is continuing
as the sole surviving corporation and the separate existence of EBonlineinc.com,
Inc. ceased effective as of July 15, 1999. The merger was valued at $1,000, the
fair market value of the assets of the non-surviving company. Immediately prior
to the consummation of the merger there were 1,633,227 outstanding shares of the
Company's common stock and immediately thereafter there were 5,500,000
outstanding shares of the Company's common stock.

      The merger is intended to qualify as a tax-free reorganization pursuant to
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Plan of Merger is intended to qualify as a "plan of
reorganization" for purposes of Section 368 of the Code. Since the merger, the
Company has continued at least one significant historic business of
EBonlineinc.com, Inc. or to use at least a significant portion of the historic
business assets of EBonlineinc.com, Inc. in a business.

NOTE E.     COMMITMENTS AND CONTINGENCIES

      The Company entered into a lease agreement beginning in January, 2000 for
office space in Charlotte, North Carolina. Minimum future rentals under this
non-cancelable lease are as follows:

            Year        Amount

            2000       $ 54,400

            2001         81,600

            2002         68,000
                       --------

            Total      $204,000
                       --------

      The Company has deposits in banks exceeding the FDIC insured amount of
$100,000. The amount in excess of $100,000 is subject to loss should the bank
cease business.

NOTE F.     STOCK OPTIONS AND WARRANTS

   1994 COMPENSATORY STOCK OPTION PLAN

      The Company has adopted a compensatory stock option plan (the "CSO Plan")
which allows for the issuance of options to purchase up to 1,632,296 shares of
stock to employees, officers, directors and consultants of the Company. The CSO
Plan is not intended to qualify as an "incentive stock option plan" under
Section 422 of the Internal Revenue Code. Options will be granted under the CSO
Plan at exercise prices to be determined by the Board of Directors or other CSO
Plan administrator. No options have been granted under the CSO Plan to date.
This plan expired December 31, 1999.

   1994 EMPLOYEE STOCK COMPENSATION PLAN

      The Company has adopted an employee stock compensation plan (the "ESC
Plan") which allows for the issuance of up to 1,632,296 shares of stock to
employees, officers, directors and consultants of the Company. The ESC Plan will
be administered by the Board of Directors through a committee of directors. As
of December 31, 1998, the Company had awarded 657,116 shares of common stock
under this plan. During 1999, no options were awarded under this plan. This plan
expired September 20, 1999.















                                       24
<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO FINANCIAL STATEMENTS CONT'D.

NOTE G.     INCOME TAXES

      The Company has an unused net operating loss carryforward of approximately
$297,000, of which approximately $98,000 expires in 2014 and the remainder in
various periods through 2013. However, the ability to utilize such losses to
offset future taxable income is subject to various limitations imposed by the
rules and regulations of the Internal Revenue Service. A portion of the net
operating losses is limited each year to offset future taxable income, if any,
due to the change in ownership of MoneyZone.com's outstanding common stock. This
net operating loss carryforward may result in future income tax benefits of
approximately $101,000; however, because realization is uncertain at this time,
a valuation reserve in the same amount has been established. Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.

      Significant components of the Company's deferred tax liabilities and
assets as of December 31, 1999 are as follows:

                                                 1999             1998
                                                 ----             ----

      Deferred tax liabilities               $      -            $     -
                                             --------            -------
      Deferred tax assets:
         Net operating loss carryforward     $100,980            $62,128
         Accrued expenses                           -              5,865
                                            ---------            -------
                                              100,980             67,993
         Valuation allowance                 (100,980)           (67,993)
                                            ---------            --------
                                            $      -                   -
                                            ---------            --------

      The valuation allowance for deferred tax assets increased by $32,987 and
$7,180 during 1999 and 1998, respectively.











                                       25
<PAGE>




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

      Effective September 3, 1999, we dismissed Stephen M. Siedow, P.C., our
former accountant previously engaged as the principal accountant to audit our
financial statements. The decision to change accountants was approved by our
board of directors.

      No report of Stephen M. Siedow, P.C., on our financial statements of
either of the past two fiscal years or any subsequent interim period contained
an adverse opinion or a disclaimer of an opinion, or was qualified or modified
as to audit scope or accounting principles. However, the auditor's report
contained an uncertainty regarding the company's ability to continue as a going
concern. During the past two fiscal years and subsequent interim periods
preceding our dismissal of Stephen M. Siedow, P.C., there were no disagreements
with Stephen M. Siedow, P.C., on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Stephen M. Siedow, P.C., would
have caused it to make reference to the subject matter thereof in connection
with its report.

      Effective September 3, 1999, we engaged Spicer, Jeffries & Co. as the
principal accountant to audit our financial statements.

      On November 12, 1999, we filed with the SEC an amendment to our Current
Report on Form 8-K initially filed on September 10, 1999. The amendment
contained a letter from our former accountant concerning the statements made in
our initial Current Report on Form 8-K regarding our former accountant. We
hereby incorporate that letter by reference to the amended Form 8-K and have
included it as an exhibit to this annual report.

      The Company has had no disagreements with Spicer, Jeffries & Co. on any
matter of accounting principles or practices, financial statements disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
Spicer, Jeffries & Co., would have caused it to make reference thereto in their
report on the financial statements.















                                       26
<PAGE>




                                    PART III

ITEMS 9-12 (INCLUSIVE)

      The information required by Items 9, 10, 11 and 12 will appear in the
MoneyZone.com Proxy Statement for the Annual Meeting of Stockholders to be held
on May 23, 2000, which will be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934 and is incorporated by reference in this Report
pursuant to General Instructions G(3) of Form 10-KSB (other than the portions
thereof not deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934). In addition, the information set forth below is provided
as required by Item 9.

EXECUTIVE OFFICERS AND DIRECTORS

      The following table sets forth the names and ages of the members of the
Company's Board of Directors, executive officers, and the position with the
Company held by each:

Name                            Age               Position
----                            ---               --------

Martin A.                       33                Chairman, Director

Randall F. Greene               50                President and Chief Executive
                                                   Officer

Susan McAvoy                    30                Vice President and Secretary

Nicholas Pili                   27                Vice President

Craig Kendall                   43                Chief Financial Officer

Bruce Bertman                   41                Director

Anthony Paquin                  40                Director


MARTIN A. SUMICHRAST, the Chairman of the Board, has served as Chairman of
the Board, Chief Executive Officer and President of Global Capital Partners,
Inc. since December 1998, Vice Chairman since March 1997, and a Director
since its inception in 1993.  Mr. Sumichrast is a founder of Global Capital
Partners, Inc. and was formerly Executive Vice President and Chief Financial
Officer.  Mr. Sumichrast is Chairman of Global Capital Partners North
America, Inc., which is a subsidiary of Global Capital Partners, Inc.  Mr.
Sumichrast is also a Director of Omni Nutraceuticals and A1 Internet.com, Inc.

RANDALL F. GREENE, the Chief Executive Officer and a nominee to the Board of
Directors, joined MoneyZone.com from Premier Chemical Products, Inc., which
he founded in 1995 and of which he was the President and CEO.  Prior to
founding Premier Chemical Products, Mr. Greene was the Chairman and CEO of
Blevins Concession Supply Co. from 1988 to 1995.  From 1977 to 1986, Mr.
Greene was the President and CEO of Coastland Corp. of Florida (NASDAQ:
CLFL), an investment firm.

SUSAN MCAVOY, a Vice President and Secretary, joined MoneyZone.com in August
1999. From 1996-1999, she served as assistant to the Board of Director of Global
Capital Partners, Inc. Prior to 1996, Ms. McAvoy was a full-time student at the
University of Maryland Baltimore County.

NICHOLAS PILI, a Vice President, served from December of 1998 to June of 1999 as
the Marketing Director for Internet Services UK, Ltd., where he was primarily
responsible for developing the web site WWW.BUSINESSFORSALE.COM. From February
1998 to December 1998, he was the project manager and team leader for Monarch



                                       27

<PAGE>

Recruitment, Ltd., an executive-level recruiting firm. From June of 1995 to
January 1998, he founded and developed the magazine Business & Premises for
Sale. From this magazine, Mr. Pili developed the Internet site
WWW.BUSINESSFORSALE.COM.

CRAIG KENDALL, the Chief Financial Officer, joined MoneyZone.com in June 1999.
From June 1995 to June 1999, he had been the President of Kendall & Company, an
accounting services firm. From June 1989 to June 1995, he was the Chief
Financial Officer for RENEX Corporation, a computer data communication software
development and manufacturing firm. He is a licensed Certified Public Accountant
in the states of Maryland and Virginia.

BRUCE BERTMAN, a director of the Company, has served as a Director since June
1999. From 1988 to 1991, he served as Regional Manager and Operating Officer of
Inacomp Computer Centers, a predecessor of Inacom. From 1991 to 1993, Mr.
Bertman was Vice President of Microware Distributors, a computer product
distribution organization, in charge of government reseller programs on a
national basis. In 1993, Mr. Bertman founded Computer Ease, LLC, where he served
as its President until A1 Internet.com, Inc. acquired that company in 1999. He
is currently Chief Executive Officer, Treasurer and Chairman of the Board of A1
Internet.com, Inc.

ANTHONY PAQUIN, a director of the Company since June 1999, has served as
Netivation.com's Chairman of the Board, President, and Chief Executive Officer
since September of 1997. Netivation.com has developed and operates Internet
communities focused on public policy (votenet.com) and healthcare (medinex.com).
Mr. Paquin was a candidate in the primary elections for the United States House
of Representatives in Idaho's First Congressional District during 1997 and 1998.
Mr. Paquin co-founded Agency One Corporation, a company that developed software
for the insurance industry, in 1989, and served as its President and Chief
Executive Officer until 1993. Agency One Corporation was acquired in 1993 by
Agency Management Services ("AMS"), an insurance software company, and a
subsidiary of CNA Financial Corporation. Mr. Paquin served as Senior Vice
President of Marketing of AMS from 1993 to March 1997. Mr. Paquin also founded
and is the President of the Idaho Technology Association.

















                                       28
<PAGE>



ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

A.    Exhibits Required by Item 601 of Regulation S-B.

      1.  See Index to Exhibits on pages 31 of this report.

B.    Reports on Form 8-K.

      1. On November 12, 1999, we filed an amendment to our Current Report on
Form 8-K initially filed on September 10, 1999. See "Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure."














                                       29
<PAGE>




                                   SIGNATURES

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

                                  MONEYZONE.COM
--------------------------------------------------------------------------------
                                  (Registrant)

By:/s/ Martin A. Sumichrast
--------------------------------------------------------------------------------
                        (Martin A. Sumichrast, Chairman)


Date:                            March 29, 2000
--------------------------------------------------------------------------------

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

By:/s/ Martin A. Sumichrast
--------------------------------------------------------------------------------
                        (Martin A. Sumichrast, Director)

Date:                            March 29, 2000
--------------------------------------------------------------------------------


By:/s/ Randall F. Greene
--------------------------------------------------------------------------------
           (Randall F. Greene, President and Chief Executive Officer)

Date:                            March 29, 2000
--------------------------------------------------------------------------------


By:/s/ Craig Kendall
--------------------------------------------------------------------------------
                    (Craig Kendall, Chief Financial Officer*)


Date:                            March 29, 2000
--------------------------------------------------------------------------------


By/s/ Anthony Paquin
--------------------------------------------------------------------------------
                           (Anthony Paquin , Director)

Date:                            March 29, 2000
--------------------------------------------------------------------------------


By:/s/ Bruce Bertman
--------------------------------------------------------------------------------
                            (Bruce Bertman, Director)

Date:                            March 29, 2000
--------------------------------------------------------------------------------

* Craig Kendall is the Company's principal accounting officer.









                                       30
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

  (2.1)*     Agreement and Plan of Merger, dated as of June 28, 1999, by and
             among the Registrant, EBonlineinc.com, Inc., and John D. Brasher,
             Jr., incorporated by reference to Current Report on form 8-K (File
             No. 000-25022), dated as of July 15, 1999.

  (2.2)*     Amendment No. 1 to the Agreement and Plan of Merger, dated as of
             June 28, 1999, by and among the Registrant, EBonlineinc.com, Inc.,
             and John D. Brasher, Jr., incorporated by reference to Current
             Report on form 8-K (File No. 000-25022), dated as of July 15, 1999.

  (3.1)*     Certificate of Incorporation, dated as of April 4, 1989,
             incorporated by reference to Registration Statement on Form 10-SB
             (File No. 0-25022), dated as of October 27, 1994.

  (3.2)*     Certificate of Amendment to Certificate of Incorporation, dated
             as of November 8, 1990, incorporated by reference to Registration
             Statement on Form 10-SB (File No. 0-25022), dated as of October 27,
             1994.

  (3.3)*     Certificate of Amendment to Certificate of Incorporation, dated
             as of October 26, 1994, incorporated by reference to Registration
             Statement on Form 10-SB (File No. 0-25022), dated as of October 27,
             1994.

  (3.4)**    Certificate of Increase in Number of Authorized Shares of Common
             Stock, dated as of July 8, 1996, amending the Certificate of
             Incorporation.

  (3.5)**    Certificate of Amendment to Certificate of Incorporation, dated as
             of March 12, 1997.

  (3.6)*     Certificate of Amendment to Certificate of Incorporation, dated
             as of March 20, 1998, incorporated by reference to Annual Report on
             Form 10-KSB (File No. 000-25022), dated as of April 14, 1998.

  (3.7)*     Certificate of Amendment to Certificate of Incorporation, dated
             as of March 31, 1998, incorporated by reference to Annual Report on
             Form 10-KSB (File No. 000-25022), dated as of April 14, 1998.

 (3.8)**     Certificate of Amendment to Certificate of Incorporation, dated
             as of July 8, 1999.

 (3.9)**     Certificate of Amendment to Certificate of Incorporation, dated as
             of July 22, 1999.

 (3.10)**    Certificate of Amendment to Certificate of Incorporation, dated as
             of December 17, 1999

 (3.11)*     By-Laws of MoneZone.com, incorporated by reference to Registration
             Statement on Form 10-SB (File No. 0-25022), dated as of October
             27, 1994.

  (4.1)**    Form of Registration Rights Agreement, dated as of October 1,
             1999, by and among EBonlineinc.com, and each of the investors
             listed on Exhibit A thereto.

 (10.1)**    Agreement to Sublease, dated as of February 1, 2000, between
             MoneyZone.com and Fidelity Mortgage, Inc.

 (10.2)**    Consent to Sublease, dated as of February 11, 2000, by and among
             MoneyZone.com, Fidelity Mortgage, Inc. and Highwoods/Forsyth
             Limited Partnership.

 (16) *      Letter of former accountant, Stephen M. Siedow, P.C., dated as of
             November 10, 1999, incorporated by reference to amended Current
             Report of Form 8-K/A (File No. 000-25022), dated as of November
             12, 1999.

 (21)**      Subsidiaries of MoneyZone.com

 (22)*       Information Statement on Schedule 14C, incorporated by reference
             to Schedule 14C (File No. 000-25022), dated as of March 20, 2000.

   (27)**     Financial Data Schedule. (Electronic filing only.)

--------------------
*   Previously filed.
** Filed herewith.