<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, 2000

                                       OR

               |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-25022

                                  MONEYZONE.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.)


      6000 FAIRVIEW ROAD SUITE 1410 CHARLOTTE, NORTH CAROLINA        28210
              (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 $.15 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:  $69,743

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 March 28, 2001 was approximately $556,001.

The total number of shares of the registrant's  Common Stock, par value $.15 per
share, outstanding on March 30, 2001 was 100,000.

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 for the calendar year ended December 31, 2000.

================================================================================
<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                              INDEX TO FORM 10-KSB

<TABLE>
<CAPTION>

                                                                           PAGE
                                                                           ----
                                     PART I

<S>                                                                        <C>
Item   1.  Description of Business.........................................   3
Item   2.  Description of Property.........................................   5
Item   3.  Legal Proceedings...............................................   5
Item   4.  Submission of Matters to a Vote of Security Holders.............   5


                                     PART II

Item   5.  Market for Common Equity and Related Stockholder Matters........   6
Item   6.  Management's Discussion and Analysis or Plan of Operation.......   7
Item   7.  Financial Statements
              Index to Historical Financial Statements.....................   9
              Independent Auditors' Reports................................  10
              Balance Sheets...............................................  12
              Statements of Operations.....................................  13
              Statements of Changes in Shareholders' Equity (Deficit)......  14
              Statements of Cash Flows.....................................  17
              Notes to Financial Statements................................  19
Item   8.  Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure...........................  24


                                    PART III

Item   9.  Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act.............  25
Item   10. Executive Compensation..........................................  25
Item   11. Security Ownership of Certain Beneficial Owners and Management..  25
Item   12. Certain Relationships and Related Transactions..................  25
Item   13. Exhibits, List and Reports on Form 8-K..........................  26
Signatures.................................................................  27




</TABLE>




                                      - 2 -

<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  "we,"  "us"  and  "our"  to  refer  to
MoneyZone.com. The term SEC is sometimes used to simplify references to the U.S.
Securities and Exchange Commission.





                                      - 3 -

<PAGE>

   GENERAL

     MoneyZone.com is an  Internet-based  business,  consisting of approximately
twenty-five  websites,   designed  to  facilitate  commercial  loans  and  other
corporate   finance   activities.   The  address  for  our  primary  website  is
www.MoneyZone.com. We launched our current website on January 18, 2000, and have
registered  more than 10,000  members.  We also have a wholly owned  subsidiary,
MoneyZone Capital Corp., a Delaware Corporation, which is currently inactive.

   BACKGROUND

     MoneyZone.com  was formed on April 4, 1989, under the name Chelsea Atwater,
Inc. On March 19,1997,  we changed our name to Cerx  Entertainment  Corporation,
and on March 23, 1998,  changed our name to Cerx Venture  Corporation.  Prior to
1996, we had limited operations, while we were seeking a business to acquire. On
July 15,  1999,  we effected a merger  with  EBonlineinc.com,  Inc.,  a Delaware
corporation, and changed our name to MoneyZone.com. We completed the development
of our primary website and launched it on January 18, 2000.

   CURRENT OPERATIONS

     MoneyZone.com  operates websites which provide four primary services to its
customers:

     o    the  ability  to  apply  for a  commercial  loan  from  a  network  of
          approximately 75 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.

     Our  marketing  efforts are  currently  restricted  to online search engine
submissions and co-branding  programs with other website  operators,  as we have
discontinued all paid  advertising and marketing  through direct mail, print and
other  media.  Our  revenue  sources  are loan  referral  fees from  lenders and
membership fees.

   COMPETITION

     We are engaged in a highly  competitive  business.  With  respect to one or
more of our businesses, we have competition from investment banks, loan brokers,
and  business  brokers  as well  as many  online  competitors  offering  similar
services.  We attempt to  differentiate  ourselves  from our  competitors on the
basis of our brand name, lender network and customer service.

   EMPLOYEES

     As of December 31, 2000,  we had 2 full-time  employees.  No employees  are
covered by collective bargaining agreements.

   SUBSEQUENT EVENTS

     On  December  1,  2000,  we  announced  that  we  would  explore  strategic
alternatives for MoneyZone.com,  including a sale or merger. Based upon revenues
generated  during fiscal year 2000, our management  determined that we could not
achieve  profitability  within a  reasonable  time  frame,  and we began to seek
alternatives and acted to preserve remaining capital.  During December 2000, all
of the  employees  were  terminated  with the exception of the President and the
Director of Administration.

     We had  discussions  with several  potential  acquirers or merger  partners
during  December 2000,  and January and February 2001, but no acceptable  offers
were received as a result of these discussions.

     On March 7,  2001,  we  announced  an  agreement  with the holder of our 6%
Convertible   Debentures,   Global  Capital  Partners,   Inc.,  to  convert  the
outstanding  principal and interest  balance of $2,471,559 into 56,327 shares of
our common stock,  resulting in 100,000  shares of total issued and  outstanding
common stock as of this filing date.  The agreement  provides that the remaining
9,581 shares otherwise due to Global Capital Partners,

                                      - 4 -

<PAGE>

Inc.,  would be  exchanged  for all of the  assets  of  MoneyZone.com  including
without limitation,  domain names,  trademarks,  loan processing software, logos
and designs, and furniture and equipment.  The transfer of the assets is subject
to the  approval  of the  holders of a majority  of the  outstanding  shares and
compliance  with the  Securities  Exchange Act of 1934,  as amended.  A total of
65,908 shares were due under the terms of the 6%  Convertible  Debentures at the
date of conversion.

     On March 20,  2001,  we announced  that our board of directors  had adopted
resolutions  approving (i) a reverse stock split (the "Reverse  Stock Split") of
our outstanding  common stock, par value $.001 per share, to become effective at
5:00 p.m. on March 30,  2001,  by issuing one newly issued share of common stock
for each 150 shares of our presently  issued and outstanding  common stock;  and
(ii)  after  effecting  the  Reverse  Stock  Split,  increasing  the  number  of
authorized shares from 333,333 shares to 50,000,000  shares. The increase in the
number of  authorized  shares is subject  to the  approval  of the  holders of a
majority of the outstanding  shares and compliance with the Securities  Exchange
Act of 1934, as amended.

     Unless  otherwise  noted,  all  references  to  shares  and  share  prices,
including retroactive  treatment,  reflect the reverse split on the basis of the
effective ratio.

ITEM 2.  DESCRIPTION OF PROPERTY

     We do not own any real property.  We lease  approximately 5,000 square feet
as our corporate headquarters, which lease expires on August 31, 2002.

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

         None








                                      - 5 -

<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
                                                      --------        ---------
<TABLE>
<CAPTION>

       <S>                                            <C>             <C>
       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                                $9.3750          $5.0000
         Second Quarter                               $7.0625          $2.8750
         Third Quarter                                $5.5000          $2.6250
         Fourth Quarter                               $3.1875          $0.5100

       FISCAL 2001
         First Quarter (through
           March 28, 2001)                            $0.5625          $0.1600

</TABLE>

     On March 28,  2001,  the closing bid price for our common stock as reported
on the Over the Counter  Bulletin Board was $0.16 per share. On that date, there
were approximately 108 holders of record of our common stock, including entities
which hold stock in street name on behalf of other beneficial owners.

     We have not paid any cash dividends on our common stock to date, and do not
anticipate  declaring or paying any  dividends  in the  foreseeable  future.  We
anticipate that for the foreseeable  future we will follow a policy of retaining
earnings,  if any, in order to finance our  business.  Payment of  dividends  is
within  the  discretion  of our  Board of  Directors  and will  depend  upon our
earnings,  capital  requirements  and operating and financial  condition,  among
other factors.







                                      - 6 -

<PAGE>

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

OPERATIONS

     On December 31, 2000, we had reduced our operations to a minimum  operating
level in contemplation of a sale or merger.

RESULTS OF OPERATIONS

   GENERAL OVERVIEW

     As of  December  31,  2000,  we had  reduced  our  operations  to a minimum
operating level in contemplation of a sale or merger. Subsequent to December 31,
2000,  the  remaining  assets  of  MoneyZone.com  were  sold to  Global  Capital
Partners,  Inc. in exchange  for  forgoing  the  issuance of 9,581 shares of our
common stock,  which was due Global  Capital  Partners,  Inc. under the terms of
MoneyZone.com's 6% Convertible Debentures. The transfer of the assets is subject
to the  approval  of the  holders of a majority  of the  outstanding  shares and
compliance with the Securities Exchange Act of 1934, as amended.

   RESULTS OF OPERATIONS

     During the twelve months ended  December 31, 2000, we had service  revenues
of $69,743 and incurred a net loss from  operations of $4,984,699.  Expenses for
this year are related  primarily  to website  development,  sales and  marketing
costs, general and administrative expenses and interest expense.

     During the twelve months ended  December 31, 1999, we had revenues of $710,
and a net loss from  operations of $304,693.  Expenses for this year are related
primarily to the development of the proprietary website, to accounting fees, and
to costs relating to our SEC filings.

   LIQUIDITY AND CAPITAL RESOURCES

     We had $71,062 in cash at December 31, 2000, and had trade accounts payable
in the amount of  $196,775.  We are  negotiating  with our vendors to reduce the
balances on these accounts.

   ACQUISITIONS

     On June 28, 1999, our then majority stockholder and EBonlineinc.com,  Inc.,
a Delaware  corporation,  entered into an Agreement and Plan of Merger providing
for the merger of EBonlineinc.com,  Inc. into our corporation. On July 15, 1999,
we  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,  we changed our 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 our
common  stock.  We are  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 our common  stock and  immediately
thereafter there were 5,500,000 outstanding shares of our 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 June 1998,  the FASB  issued SFAS No. 133, as amended by SFAS No. 138 in
June  2000,   "Accounting  For  Certain   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,  as amended,  is
effective  for fiscal years  beginning  after June 15, 2000. At this time, we do
not  anticipate a material  impact on the results of operations  since we do not
use derivatives in the ordinary and normal course of business.

                                      - 7 -

<PAGE>

SELECTED FINANCIAL DATA

     The historical  selected  financial data set forth below for the respective
periods are derived from our  financial  statements  included  elsewhere in this
Form 10-KSB and should be read in conjunction  with those  financial  statements
and notes  thereto.  Those  financial  statements  have been  audited by Spicer,
Jeffries & Co.,  independent  certified public accountants.  Spicer,  Jeffries &
Co.'s report with respect thereto appears elsewhere in this Form 10-KSB.

<TABLE>
<CAPTION>

                                                                 APRIL 4, 1989
                                                                (INCEPTION) TO
                              DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                  2000              1999              2000
                              ------------     -------------    ---------------
BALANCE SHEET DATA
   <S>                        <C>              <C>               <C>
   Assets                     $   720,062      $  1,713,217
   Liabilities                  3,485,123            44,335
   Stockholders' equity        (2,765,061)        1,668,882

STATEMENT OF OPERATIONS DATA
REVENUES

   Operating revenues, net    $    69,743      $        710      $     70,453

EXPENSES

   Operating expenses           4,559,023           305,403         5,284,690
   Loss from disposal
     of business                  531,771                -            531,771
   Net loss                    (4,984,699)         (304,693)       (5,709,656)
   Net loss per share            (119.32)           (12.76)




</TABLE>

                                      - 8 -

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS

<S>                                                                         <C>
Independent Auditors' Reports..............................................  10
Balance Sheets.............................................................  12
Statements of Operations...................................................  13
Statement of Changes in Shareholders' Equity (Deficit).....................  14
Statements of Cash Flows...................................................  17
Notes to Financial Statements..............................................  19















</TABLE>

                                      - 9 -

<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, 2000 and 1999,  and the related  statements of
operations,  shareholders'  equity (deficit),  and cash flows for the years then
ended,  and the 2000 and 1999 amounts  included in the  cumulative  amounts from
April 4, 1989 (inception) to December 31, 2000.  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.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of MoneyZone.com (a development
stage  company)  as of  December  31,  2000 and  1999,  and the  results  of its
operations  and its cash  flows for the years  then  ended and the 2000 and 1999
amounts  included in the  cumulative  amounts from April 4, 1989  (inception) to
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  discussed  in  Note 1 to the
financial   statements,   the  Company  has  suffered  significant  losses  from
operations and has a working  capital  deficiency that raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also described in Note 1.

                                       /s/  SPICER, JEFFRIES & CO.





Denver, Colorado
February 20, 2001

     (except with respect to Note 8, as to
      which the date is March 12, 2001)







                                     - 10 -

<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

                                     - 11 -

<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                    (NOTE 1)

<TABLE>
<CAPTION>

                                              DECEMBER 31,        DECEMBER 31,
                                                 2000                1999
                                            ---------------     ---------------
<S>                                         <C>                 <C>
ASSETS
  Current Assets
    Cash                                    $      71,062       $     974,611
    Marketable securities                               -             270,000
    Related party receivable (Note 3)             600,000                   -
    Prepaid expenses and other                     35,000             353,334
                                            ---------------     ---------------

         Total Current Assets                     706,062           1,597,945

  Property & equipment, net of accumulated
     depreciation of $ 0 and $2,780                14,000             115,272
                                            ---------------     ---------------

           Total Assets                     $     720,062       $   1,713,217
                                            ===============     ===============

LIABILITIES AND SHAREHOLDERS'
   EQUITY (DEFICIT)
  Current liabilities
    Accounts payable                        $     196,775       $      44,335
    Accrued liabilities from
      discontinued operations                     238,348                   -
    Accrued interest                               50,000                   -
    Convertible debenture (Note 3)              3,000,000                   -
                                            ---------------     ---------------

          Total liabilities                     3,485,123               44,335
                                            ---------------     ---------------

    Commitments and contingencies (Notes 1 and 5)

    Shareholders' equity (deficit)(Note 3)
        Common stock; $.15 par value;
          authorized 50,000,000 shares;
          41,873 and 41,638 shares issued
          and outstanding at December 31,
          2000 and 1999                             6,281                6,246
        Additional paid in capital              2,938,314            2,387,593
        Deficit accumulated during
          development stage                    (5,709,656)            (724,957)
                                            ----------------    ---------------
          Total shareholders'
            equity (deficit)                   (2,765,061)           1,668,882
                                            ----------------    ---------------

            Total Liabilities and Shareholders'
               Equity (Deficit)             $     720,062       $    1,713,217
                                            ================    ===============

</TABLE>


                See accompanying notes to financial statements.

                                     - 12 -

<PAGE>

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

                                    (NOTE 1)

<TABLE>
<CAPTION>

                                                                  APRIL 4, 1989
                                      FOR THE YEARS ENDED        (INCEPTION) TO
                                          DECEMBER 31,            DECEMBER 31,
                                -------------------------------  --------------
                                     2000            1999             2000
                                --------------  ---------------  --------------
<S>                             <C>             <C>              <C>
Service Income                  $      69,743   $          710   $      70,453
Interest Income                        36,352                -          36,352
                                --------------  ---------------  --------------

     Total Income                     106,095              710         106,805
                                --------------  ---------------  --------------

Costs and expenses
   Costs related to attempted
   Sales and marketing costs          616,203                -         616,203
   General and administrative       1,061,579          213,307       1,417,924
   Interest and financing costs     1,066,250            6,365       1,091,357
   Consulting fees                    502,191                -         502,191
   Loss on sale of
     marketable securities            602,891                -         602,891
   Offering costs                           -                -               -
                                --------------  ---------------  --------------
     Total costs and expenses       4,559,023          305,403       5,284,690
                                --------------  ---------------  --------------
     Loss prior to disposal
       of business                 (4,452,928)        (304,693)     (5,177,885)

     Loss from disposal of
       business including
       provision of $115,398
       for operating losses
       during the phase-out
       period                      (  531,771)               -      (  531,771)
                                --------------  ---------------  --------------

  Net loss                      $  (4,984,699)  $     (304,693)  $  (5,709,656)
                                ==============  ===============  ==============

  Basic and diluted net loss
    per common share            $    (119.32)   $      (12.76)
                                ==============  ===============

  Weighted average common

    shares outstanding                41,776           23,888
                                ==============  ===============


</TABLE>





                See accompanying notes to financial statements.

                                     - 13 -

<PAGE>

                                  MONEYZONE.COM
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                                       DEFICIT
                                                          ADDITIONAL ACCUMULATED
                                      COMMON    STOCK      PAID IN      FROM
                                      SHARES    AMOUNT     CAPITAL    INCEPTION
                                     -------- ---------- ----------- -----------
<S>                                  <C>      <C>        <C>         <C>
Balance, April 4, 1989 (inception)         -  $       -  $        -  $        -

  Common stock issued for cash, March
   29, 1989 at $2.55 per share           881        132       2,118

  Common stock issued for cash, March
   29, 1989 at $5.27 per share         1,983        297      10,453

  Common stock issued for cash, April
   3, 1989 at $5.27 per share            461         69       2,431

  Common stock issued for cash, April
   7, 1989 at $2.55 per share            196         29         471

  Common stock issued for cash, April
   7, 1989 at $5.27 per share            277         42       1,458

  Common stock issued for cash,  May
   23, 1989 at $.92 per share            381         57         293

  Common stock issued for cash,  May
   23, 1989 at $1.70 per share           675        101       1,049

  Common stock issued for cash,  May
   31, 1989 at $.92 per share             43          7          33

  Net loss                                                                 (825)
                                     -------------------------------------------

Balances at December 31, 1989          4,897        734      18,306        (825)

  Net Loss                                                              (18,014)
                                     -------------------------------------------

Balances at December 31, 1990          4,897        734      18,306     (18,839)

  Net Loss                                                                  (59)
                                     -------------------------------------------

Balances at December 31, 1991          4,897        734      18,306     (18,898)

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

Balances at December 31, 1992          4,897        734      18,306     (19,040)

  Net Loss                                                                    0
                                     -------------------------------------------
</TABLE>

                See accompanying notes to financial statements.

                                     - 14 -

<PAGE>

                                  MONEYZONE.COM
       STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(CONTINUED)
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                       DEFICIT
                                                          ADDITIONAL ACCUMULATED
                                      COMMON    STOCK      PAID IN      FROM
                                      SHARES    AMOUNT     CAPITAL    INCEPTION
                                     -------- ---------- ----------- -----------
<S>                                  <C>      <C>        <C>         <C>
Balances at December 31, 1993          4,897  $     734  $   18,306  $  (19,040)

   Common stock issued for out of
    pocket expenses incurred, valued at
    $.92 per share                     1,610        242       1,238           -

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

Balances at December 31, 1994          6,507        976      19,544     (20,827)

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

Balances at December 31, 1995          6,507        976      19,544     (33,600)

   Common stock issued for out of
    pocket expenses incurred, valued
    at  $9.20 per share                  268         40       2,425

   Common stock issued pursuant to an
    asset purchase agreement, valued at
    $2.60 per share                    2,601        390

   Recission of common stock issued
    pursuant to an asset purchase
    agreement, valued at $2.60
    per share                        ( 2,601)      (390)

   Common stock issues for out of
    pocket expenses and legal fees
    incurred, valued at $36.75
    per share                          4,004        601     146,566

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

Balances at December 31, 1996         10,779      1,617     168,535    (267,502)

   Common stock issued for cash, May 8,
    1997 at $22.94 per share             109         16       2,484

   Related party forgiveness of debt                         53,343

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

Balances at December 31, 1997         10,888      1,633     224,362    (401,854)

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

</TABLE>

                See accompanying notes to financial statements.

                                     - 15 -

<PAGE>

                                  MONEYZONE.COM
       STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(CONTINUED)
                          (A DEVELOPMENT STAGE COMPANY)
                 APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                       DEFICIT
                                                          ADDITIONAL ACCUMULATED
                                      COMMON    STOCK      PAID IN      FROM
                                      SHARES    AMOUNT     CAPITAL    INCEPTION
                                     -------- ---------- ----------- -----------
<S>                                  <C>      <C>        <C>         <C>
Balances, December 31, 1998           10,888  $   1,633  $  224,362  $ (420,264)

   EBonlineinc.com, Inc. acquisition  25,778      3,867      (2,867)

   Related party forgiveness of debt                        205,898

   Issuance of common stock at $450
     per share, less offering
     costs of $654,893                 4,889        733   1,544,379

   Issuance of common stock in
     connection with acquisition of
     property at $750 per share           83         13      62,487

   Issuance of warrant for future
     consulting                                             353,334

   Net loss                                                            (304,693)
                                     -------------------------------------------

Balances, December 31, 1999           41,638      6,246   2,387,593    (724,957)
                                     -------------------------------------------

   Issuance of common stock
     in connection with debenture
     offering at $675 per share
     (Note 3)                            200         30     134,970

   Issuance of warrants at $232.50
     per warrant (Note 3)                                   387,500

   Issuance of common stock for
     services provided at $833.73
     per share                            15          2      12,504

   Issuance of common stock for
     services provided at $787.50
     per share                            20          3      15,747

   Net loss                                                          (4,984,699)
                                     -------------------------------------------

Balances, December 31, 2000           41,873  $   6,281  $2,938,314 $(5,709,656)
                                     ===========================================

</TABLE>

                See accompanying notes to financial statements.

                                     - 16 -

<PAGE>

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

                                    (NOTE 1)

<TABLE>
<CAPTION>

                                                                  APRIL 4, 1989
                                      FOR THE YEARS ENDED        (INCEPTION) TO
                                          DECEMBER 31,            DECEMBER 31,
                                -------------------------------  --------------
                                     2000            1999             2000
                                --------------  ---------------  --------------
<S>                             <C>             <C>              <C>
  Cash flows from operating activities
     Net loss                   $  (4,984,699)  $     (304,693)  $  (5,709,656)

     Adjustments to reconcile net
       loss to net cash used in
       operating activities:
         Loss from disposal
           of business                531,771                -         531,771
         Accretion of interest
           and financing costs      1,022,500                -       1,022,500
         Write-down to market
           of trading securities            -           27,398          27,398
         Depreciation and
           amortization                66,666            2,778          69,444
         Loss on sale of
           marketable securities      602,891                -         602,891
         Capital contributed by
           shareholder for legal
           fees                             -                -          53,343
         Common stock issued for
           costs advanced and
           services                    28,256                -         179,368

     Changes in operating assets
       and liabilities
         Prepaid expenses and other   318,334                -         318,334
         Accounts payable             152,440           41,755         196,775
         Accrued liabilities          (13,050)               -         (13,050)
         Accrued interest              50,000                -          68,741
                                --------------  ---------------  --------------
         Net cash used in
           operating activities    (2,224,891)        (232,762)     (2,652,141)
                                --------------  ---------------  --------------

  Cash flows from investing activities
    Purchase of property
      and equipment                  (280,767)         (55,550)       (336,317)
    Proceeds from sale of
      property and equipment           35,000                -          35,000
    Purchase of marketable
      securities                   (1,000,035)        (297,398)     (1,297,433)
    Proceeds from sale of
      marketable securities           667,144                -         667,144
    Net cash acquired on
      acquisition of
      EBonlineinc.com, Inc.                 -            1,000           1,000
                                --------------  ---------------  --------------
         Net cash used in
           investing activities      (578,658)        (351,948)       (930,606)
                                --------------  ---------------  --------------
  Cash flows from financing activities
    Proceeds from issuance of
      convertible debenture         1,977,500                -       1,977,500
    Proceeds from issuance of
      warrants and common
      stock, net                      522,500        1,545,112       2,089,152
    Proceeds from notes payable             -                -         159,372
    Advances (to)/from
      stockholders                   (600,000)          13,195        (572,215)
                                --------------  ---------------  --------------
         Net cash provided
           by financing
           activities               1,900,000        1,558,307       3,653,809
                                --------------  ---------------  --------------
  Net increase (decrease)
    in cash                          (903,549)         973,597          71,062
  Cash and cash equivalents,
    beginning of period               974,611            1,014               -
                                --------------  ---------------  --------------
  Cash and cash equivalents,
    end of period               $      71,062   $      974,611   $      71,062
                                ==============  ===============  ==============

</TABLE>

                See accompanying notes to financial statements.

                                     - 17 -

<PAGE>

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

                                    (NOTE 1)

<TABLE>
<CAPTION>
                                                                  APRIL 4, 1989
                                      FOR THE YEARS ENDED        (INCEPTION) TO
                                          DECEMBER 31,            DECEMBER 31,
                                -------------------------------  --------------
                                     2000            1999             2000
                                --------------  ---------------  --------------
<S>                             <C>             <C>              <C>
  Supplemental disclosure of
    cash flow information

     Common stock issued
       for property            $            -   $       62,500   $      62,500
                               ===============  ===============  ==============
     Common stock issued
       for services            $       28,256   $      353,334   $     381,590
                               ===============  ===============  ==============
     Forgiveness of debt       $            -   $      205,898   $     205,898
                               ===============  ===============  ==============


  The Company purchased all of
    the common stock of
    EBonline.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
                                                ===============

</TABLE>

                See accompanying notes to financial statements.

                                     - 18 -

<PAGE>

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

NOTE 1.  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 CERX  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.

     The Company has  suffered  significant  losses  from  operations  and has a
working capital  deficiency that raises  substantial  doubt about its ability to
continue as a going concern.  In December 2000, the Board of Directors  approved
the  discontinuance  of  operations  of its online  internet  related  corporate
finance  activities.   Subsequently,   the  Company  began  exploring  strategic
alternatives, including a sale, merger or liquidation.

Note 2.  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  reported  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.  Management  believes that the
estimates  utilized in the  preparation of financial  statements are prudent and
reasonable.

   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.

                                     - 19 -

<PAGE>

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

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      MARKETABLE SECURITIES

     The Company  classifies  its  marketable  securities as available for sale.
Available for sale securities are carried at fair market value,  with unrealized
gains and losses  reported  as a separate  component  of  shareholders'  equity.
During the year ending  December 31, 2000,  the Company sold  securities  with a
cost (determined on a specific  identification basis) of $1,270,035 for $667,144
resulting in realized losses of $602,891.

      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.

      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 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.

      RECLASSIFICATIONS

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

NOTE 3.  SHAREHOLDERS' EQUITY (DEFICIT) AND RELATED PARTY TRANSACTIONS

      COMMON STOCK

     In 1989,  the Company sold 4,897 shares of common stock to fifteen  persons
for the aggregate sum of $19,040.  Of these shares 1,752 common shares were sold
to officers and directors of the Company for $3,900.

     On September 21, 1994,  the Company  issued 1,610 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 shares were valued at
$.92 per share or $1,480.

     On December  31, 1996,  the Company  issued 4,004 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 $36.75 per share or $147,167.

     On  May 8,  1997,  the  Company  sold  109  shares  of  common  stock  to a
corporation for cash of $2,500.

                                     - 20 -

<PAGE>

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

NOTE 3.  SHAREHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS (CONTINUED)

     On October 1, 1999 the  Company  sold 4,889  common  shares  pursuant  to a
private  placement  offering  at $450  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 489 shares of the Company's common stock at
$450 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 1,178 shares
of the  Company's  common  stock at $450 per share  under a one year  consulting
agreement. The warrants will expire on December 31, 2002.

     On  September  17, 2000 the  Company  entered  into a  debenture  financing
agreement with  Cortlandt  Investors,  LLC,  whereby an amount of $2,500,000 was
advanced to the Company in the form of  convertible  debentures.  The debentures
paid an accrued  interest  rate of 6% and were due and payable on September  15,
2002. The debenture may be converted  into shares of the Company's  common stock
at a conversion  price equal to the lesser of (i) $4.00 per share or (ii) 80% of
the  average of the lowest  three  closing bid prices for the  Company's  common
stock during the preceding 30 trading days.  The Company may elect to prepay the
debenture  at any time prior to January 15, 2001 for an amount  equal to 120% of
the outstanding principal amount. As part of the agreement, the Company also was
required  to issue 200  shares of common  stock  (valued at the  current  market
price) and warrants to purchase 1,667 shares of the Company's common stock at an
exercise price of $600 per share (valued using the Black-Scholes  option pricing
model). The warrants expire on September 15, 2005.

     As  additional  collateral to the  September  2000 issuance of  convertible
debentures,  Global Capital Partners, Inc. (GCAP), at the time a 31% shareholder
of MoneyZone.com,  provided to Cortlandt Investors,  LLC, a right to exhange the
MoneyZone.com  debenture for a convertible debenture, at 120% of the outstanding
amount or $3,000,000,  between January 2001 and March 2001. On January 16, 2001,
Cortlandt Investors,  LLC notified the companies of their intent to exchange the
MoneyZone.com debentures and warrants for the GCAP debentures and warrants. As a
result,  GCAP assumed the Company's  liability  with respect to the debenture in
the amount of $3,000,000.

     On March 7,  2001,  the  Company  entered  into an  agreement  with GCAP to
convert  the  outstanding  principal  and  interest  balance on its  convertible
debenture,  net of its  receivable  from  GCAP of  $600,000  into  shares of the
Company's  common stock based on the terms of the debenture as described  above.
This conversion would have entitled GCAP to convert into 65,908 shares of common
stock.  However,  GCAP  agreed to forego the receipt of 9,581  common  shares in
return for  certain  assets of the Company  including  domain  names,  logos and
designs and  furniture  and  equipment.  As a result of this  transaction,  GCAP
became a 69% shareholder of the Company (See Note 8).

NOTE 4.  MERGER

     On June 28, 1999, the Company,  the Company's then majority stockholder and
EBonlineinc.com,  Inc., a Delaware  corporation,  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  three-and-one-half-for-ten  (3.5:10)  basis,  and
cancelled  785 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 10,888  outstanding  shares of the
Company's common stock and immediately  thereafter there were 36,666 outstanding
shares of the Company's common stock.







                                     - 21 -

<PAGE>

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

NOTE 5.  COMMITMENTS

     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

                  2001           $   81,600
                  2002               47,600
                                 -----------

                  Total           $ 129,200
                                 -----------

     Because  the  Company  vacated  this  office  space  due  to  discontinuing
operations,  it has accrued and  recorded  the  liability  for all future  lease
commitments as of December 31, 2000.

NOTE 6.  STOCK OPTIONS

   2000 COMPENSATORY STOCK OPTION PLAN

     In 2000,  the Company  adopted a stock option plan. The purpose of the Plan
is to provide incentives to attract, retain, and motivate eligible persons whose
present and potential contributions are important to the success of the Company,
by  offering  them  an  opportunity  to  participate  in  the  Company's  future
performance  through  awards  of stock  option  bonuses.  The price per share of
common stock is generally 100% of the value of a minority  non-marketable  share
of common stock as determined on the  valuation  date  preceding the date of the
grant.  Each option may be exercised  during a period of ten years from the date
of the grant.  Vesting is generally  over a period of five years.  The following
table  describes  information  relating to the equity stock option plan activity
for the year ending December 31, 2000.

                                      INCENTIVE PLAN           EXERCISE
                                       STOCK OPTION              PRICE
                                      --------------           --------

         Number of Options Granted        269,000                $450
         Number of Options Forfeited     (269,000)

     In December 2000,  business operations of the Company had been reduced to a
minimum operating level in contemplation of a sale or merger. As of December 31,
2000,  only two employees  remained.  No employees  exercised any options of the
Company and all issued options of the Company were either  forfeited or returned
to the Company.

NOTE 7.  INCOME TAXES

     The Company has an unused net operating loss  carryforward of approximately
$5,282,000,  expiring in various periods through 2016.  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  $2,039,908;  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.




                                     - 22 -

<PAGE>

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

NOTE 7.  INCOME TAXES (CONTINUED)

     Significant components of the Company's deferred tax liabilities and assets
as of December 31, 2000 and 1999 are as follows:

                                           2000              1999
                                     ---------------   ---------------

         Deferred tax liabilities    $            -    $            -
                                     ---------------   ---------------

         Deferred tax assets:
              Net operating loss
                carryforward              2,039,908           100,980
              Valuation allowance        (2,039,908)         (100,980)
                                     ---------------   ---------------

                                     $            -    $            -
                                     ===============   ===============

     The valuation allowance for deferred tax assets increased by $1,938,928 and
$100,980 during 2000 and 1999, respectively.

NOTE 8.  EVENTS SUBSEQUENT TO DATE OF AUDITORS' REPORT

     On March 7, 2001,  the Company  agreed with Global  Capital  Partners' Inc.
(GCAP) to convert the  outstanding  principal and interest  balance,  net of its
receivable from GCAP, into 56,327 shares of the Company's common stock (also see
Note 3).

     On March 20,  2001,  the Company  announced a 1 to 150 reverse  stock split
whereby  each 150  shares of the  Company's  outstanding  common  stock  will be
exchanged  for one newly issued  share.  The split will be effective as of March
30, 2001.  Unless  otherwise  noted,  all references to shares and share prices,
including retroactive  treatment,  reflect the reverse split on the basis of the
effective ratio.











                                     - 23 -

<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 statement 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.

                                     - 24 -

<PAGE>

                                    PART III

ITEMS 9-12 (INCLUSIVE)

     The information required by Items 9, 10, 11 and 12 will appear in the proxy
statement for our annual meeting of stockholders for the year ended December 31,
2000,  which  will be filed  pursuant  to  Regulation  14A under the  Securities
Exchange  Act of 1934 and which is  incorporated  by  reference  in this  Annual
Report on Form  10-KSB  pursuant  to General  Instructions  E(3) of Form  10-KSB
(other than those  portions  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 only a portion of the information required by Item 9.

EXECUTIVE OFFICERS AND DIRECTORS

     The  following  table sets forth the names and ages for the  members of our
Board of Directors,  our executive  officers,  and the positions held by each of
them:

NAME                                AGE                       POSITION
---------------------              ------             --------------------------

Martin A. Sumichrast                 35                   Chairman, Director

Randall F. Greene                    51               President, Chief Executive
                                                        Officer and Director

Craig B. Kendall                     44                Chief Financial Officer


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.


RANDALL F. GREENE, the President,  Chief Executive Officer and Director,  joined
MoneyZone.com in December 1999, 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.


CRAIG B. 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.

                                     - 25 -

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     A.   EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.

             See Index to Exhibits on pages 28 & 29 of this report.

     B.   MoneyZone.com  filed one report on Form 8-K during the  quarter  ended
          December 31, 2000,  incorporated by reference to the Current Report on
          Form 8-K dated December 1, 2000 (File No. 000-25022).

                                     - 26 -

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has duly  caused  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 30, 2001
--------------------------------------------------------------------------------

     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, Chairman and Director)

Date:                            March 30, 2001
--------------------------------------------------------------------------------


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

Date:                             March 30, 2001
--------------------------------------------------------------------------------


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

Date:                             March 30, 2001
--------------------------------------------------------------------------------


















* Craig B. Kendall is our principal financial and accounting officer.

                                     - 27 -

<PAGE>

                                INDEX TO EXHIBITS

  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 our 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 our
               Current Report on Form 8-K (File No. 000-25022), dated as of July
               15, 1999.

     (2.3)     Letter  Agreement   between   MoneyZone.com  and  Global  Capital
               Partners  Inc.  dated  as  of  March  7,  2001,  incorporated  by
               reference to our Current Report on Form 8-K (File No. 000-25022),
               dated as of March 7, 2001.

     (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,  incorporated by reference to our Annual Report on
               Form 10-KSB (File No. 000-25022), dated as of March 30, 2000.

     (3.5)     Certificate of Amendment to Certificate of  Incorporation,  dated
               as of March 12,  1997,  incorporated  by  reference to our Annual
               Report on Form 10-KSB (File No. 000-25022), dated as of March 30,
               2000.

     (3.6)     Certificate of Amendment to Certificate of  Incorporation,  dated
               as of March 20,  1998,  incorporated  by  reference to our 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 our 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,  incorporated  by  reference  to our  Annual
               Report on Form 10-KSB (File No. 000-25022), dated as of March 30,
               2000.

     (3.9)     Certificate of Amendment to Certificate of  Incorporation,  dated
               as of July 22,  1999,  incorporated  by  reference  to our Annual
               Report on Form 10-KSB (File No. 000-25022), dated as of March 30,
               2000.

                                     - 28 -

<PAGE>

    (3.10)     Certificate  of  Amendment to Certificate of Incorporation, dated
               as of December 17, 1999,  incorporated by reference to our Annual
               Report on Form 10-KSB (File No. 000-25022), dated as of March 30,
               2000.

    (3.11)     By-Laws  of   MoneyZone.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,  incorporated  by  reference  to our
               Annual  Report on Form 10-KSB (File No.  000-25022),  dated as of
               March 30, 2000.

     (4.2)     Convertible Debenture Purchase and Exchange Agreement dated as of
               September  15,  2000,  incorporated  by  reference to our Current
               Report on Form 8-K (File No.  000-25022),  dated as of  September
               15, 2000.

     (4.3)     6%  Convertible  and  Exchangeable  Debenture,   incorporated  by
               reference to our Current Report on Form 8-K (File No. 000-25022),
               dated as of September 15, 2000.

     (4.4)     Common Stock Purchase  Warrant,  incorporated by reference to our
               Current  Report  on Form 8-K (File  No.  000-25022),  dated as of
               September 15, 2000.


     (4.5)     Registration  Rights Agreement,  incorporated by reference to our
               Current  Report  on Form 8-K (File  No.  000-25022),  dated as of
               September 15, 2000.

    (10.1)     Agreement  to  Sublease,  dated  as of February 1, 2000,  between
               MoneyZone.com  and  Fidelity  Mortgage,   Inc.,  incorporated  by
               reference  to  our  Annual   Report  on  Form  10-KSB  (File  No.
               000-25022), dated as of March 30, 2000.

    (10.2)     Consent  to  Sublease,  dated as of February  11,  2000,  by  and
               among    MoneyZone.com,     Fidelity    Mortgage,     Inc.    and
               Highwoods/Forsyth Limited Partnership,  incorporated by reference
               to our Annual Report on Form 10-KSB (File No.  000-25022),  dated
               as of March 30, 2000.

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

    (21.1)     * 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.



-------------------------------------------
*    Filed Herewith

                                     - 29 -

<PAGE>

                                                                    EXHIBIT 21.1

                          SUBSIDIARIES OF MONEYZONE.COM


                                                       Jurisdiction of
             Company                                    Incorporation
             -----------------------                  -----------------
             MoneyZone Capital Corp.                       Delaware






                                     - 30 -