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                               UNITED STATES
                     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 fiscal year ended          December 31, 2000
                                        -----------------

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

      For the transition period from _______________ to ______________

      Commission file number: 0-27557

                             Career Worth, Inc.
              ------------------------------------------------
             (Exact Name of registrant as specified in Charter)


              Utah                                         87-0663193
  ----------------------------                          ----------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)


            385 East 800 South, Orem, Utah               84097-6387
        --------------------------------------------------------------
         (Address of Principal Executive Offices)        (Zip Code)


                              (801) 426-4600
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to section 12(g) of the Act:

                     Common Stock, $0.001 par value
                     ------------------------------
                           (Title of Class)

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 [   ]          Yes [ X ]          No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 1 KSB [ X ].
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State issuer's total consolidated revenues for the year ended December 31,
2000:   $154,367.00

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:
     Based on the average of the bid and asked prices of the common stock at
March 31, 2001, of $0.02 per share, the market value of shares held by non-
affiliates (25,037,087 shares) would be approximately $500,742.

     At March 31, 2001, the Registrant has 46,647,356 shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the Form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE
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                           TABLE OF CONTENTS

                                PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                         4
     Business in General                                                 4
     Summary of Business Operations                                      6
     Competition                                                         9
     Trademarks                                                          9
     Employees                                                           9
ITEM 2.  DESCRIPTION OF PROPERTY                                         9
     Offices                                                             9
     Other Property                                                     10
ITEM 3.  LEGAL PROCEEDINGS                                              10
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS          10

                               PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       11
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION      11
     Cautionary Statement Regarding Forward-looking Statements          11
     Year 2000 Disclosure                                               12
     Results of Operations                                              12
     Year ended December 31, 1999 compared to year ended
      December 31, 1998                                                 12
     Liquidity and Capital Resources                                    12
     Impact of Inflation                                                12
     Principal Customers                                                14
     Seasonality                                                        14
ITEM 7.  FINANCIAL STATEMENTS                                           14
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                      14

                               PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
          PERSON; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT     14
     Biographical Information                                           15
     Compliance with Section 16(a) of the Exchange Act                  16
ITEM 10.  EXECUTIVE COMPENSATION                                        17
     Employment Agreements and Benefits                                 17
     Compensation of Directors                                          18
     Resignation of Officer and Director                                18
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT                                                   19
     Security Ownership of Certain Beneficial Owners                    19
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                20
     Transactions with Management and Others                            20
     Certain Business Relationships                                     20
     Indebtedness of Management                                         20
     Transactions with Promoters                                        20
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                              21
SIGNATURES                                                              21


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PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business in General
-------------------
     Dynamic Information Systems and Exchanges, Inc., ("Dynamic") a private
company, was incorporated in the State of Utah on April 9, 1993.  Dynamic was
founded to provide information services to the labor and employment industry.
In October 1994, Dynamic was acquired by M&K Investments, Inc. ("M&K").  M&K,
an inactive public company, was incorporated in the State of Utah on March 20,
1987.

     Effective October 20, 1994, Dynamic and M&K completed an Agreement and
Plan of Reorganization whereby M&K issued 14,483,326 shares (3,620,838 post-
split shares) of its common stock in exchange for 100% of the issued and
outstanding common stock of Dynamic.  Thereafter, Dynamic became a wholly-
owned subsidiary of M&K.

     In connection with the reorganization, M&K's name was changed to Dynamic
Information System & eXchange, Inc. (hereinafter "the Company" or "DiSX").
The exchange of M&K's common stock for the common stock of Dynamic resulted in
the former stockholders of Dynamic obtaining control of the Company.  On
October 31, 1994, the Company effected a reverse stock split of the
outstanding common shares at a rate of 1 share for every 2 shares outstanding.
During 1995, the shareholders approved an additional reverse stock split at a
rate of 1 share for every 2 shares outstanding.

     Effective February 11, 1999, DiSX entered into a joint venture with a
British company, topjobs.net plc.  This resulting joint venture company,
topjobs.net inc (the "JV"), provides recruitment opportunities for
selected/premier corporate clients using broadcast media to drive active and
passive job seekers to the JV's Internet job listing web site.

     Effective September 31, 1999, DiSX merged with Dynamic, with DiSX being
the surviving entity.

     Effective December 15, 1999, DiSX and PLC mutually agreed to terminate
the JV effective January 31, 2000.  PLC's decision was based on its assessment
of potential of the US market compared to its need to refocus its efforts in
Europe.  DiSX agreed to the termination of the JV because it (1) allowed DiSX
to regain control of US operations, (2) allowed it to again promote its own
Internet recruitment product under the trade name of TopJobs USA, and (3)
allowed it to diversify its revenue base beyond that of an advertising agency.
On January 31, 2000, the JV ceased all Internet operations and following its
final audit ceased all operations on March 31, 2000.

      Effective 20 Oct 2000, DiSX merged with and into Career Worth Inc.
(CWI), a Nevada corporation.  CWI is the surviving corporation with its
corporate offices still located at 385 Easy 800 South, Orem, Utah, 84097-6387.
See Item 3 DESCRIPTION OF PROPERTY.  The decision to change the name of the
Company was prompted by the Companies desire to expand our operation into the
recruiting market segment.  A new name was more descriptive of our primary
business focus, and it is believed that the name change will facilitate a
better recognition in our target market segments.  The decision to move our
corporate domicile was prompted by requests from major potential investors to
be incorporated in Nevada rather than Utah.

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Summary of Business Operations
------------------------------
     The original business of the Company was to provide comprehensive job-
listing information on CD-ROM.  After the popularization of the Internet, the
Company changed its delivery tool to the Internet.  The Company's target
market was domestic employers in search of qualified professional, management
or technical specialist job candidates.

     Beginning in June 1998, the Company initiated a test marketing agreement
with topjobs.net plc (hereinafter referred to as "PLC"), a corporation located
in Manchester, England.  Based on results of this test agreement, the two
companies decided to terminate the test arrangement and establish a permanent
venture in the United States.  PLC formed a Delaware corporation known as
topjobs.net inc., of which DiSX owned 49% and PLC owned 51%.

     In June 1998, the Company entered into a nine month research and
cooperation test marketing agreement, limited to the State of Utah and the
city of Houston, Texas, with topjobs.net plc (formerly "The Corporate Net,"
hereinafter referred to as "PLC"), a corporation located in Manchester,
England, engaged in Internet recruitment.  Under the terms of the agreement,
PLC was to receive 30% of the gross revenues derived from customers
advertising on the Top Jobs on the Net website, after the deduction of
payments to local television stations.

     Partially as a result of securing contracts providing gross revenues to
the venture of $141,000 in December 1998, the Company and PLC decided to
terminate the test marketing arrangement and establish a permanent venture in
the United States.  PLC formed a Delaware corporation, known as topjobs.net
inc, of which DiSX owns 49% and PLC owns 51% (for which both stockholders paid
a total of $1,000).  On February 11, 1999, the Company entered into a series
of agreements with PLC, including a Stockholders Agreement and Licensing
Agreement.  Under the terms of the agreements (which continue for so long as
the Company and PLC both own equity in the JV), PLC granted the JV an
exclusive license in the territory of the State of Utah, the city of Houston,
Texas, and such other United States cities as the parties may mutually agree
upon, to use PLC's software, name, and other trademarks to promote and market
the Top Jobs on the Net website in the territory in accordance with the Top
Jobs on the Net business plan.  The Company agreed to furnish the venture with
the services of ten of its key personnel (who became employees of the JV under
employment agreements) and provide operating facilities in Orem, Utah.  The
Company also granted an exclusive license in the territory to use the
Company's intellectual property and technical information.  The parties also
agreed to assign to the JV all rights and obligations under all customer
agreements jointly developed under the test marketing agreement.

     PLC advanced $300,000 as an interest free loan to the Company in
installments through March 4, 1999.  The Company agreed to advance up to a
maximum of $500,000 to the JV on an interest free basis to fund day-to-day
working capital requirements.  The Company's loan to the JV is repayable at
such time as shall be determined by the the JV board of directors based on the
venture's cash flow and capital resources.  Upon completion of PLC's initial
public offering, PLC paid DiSX an additional $200,000 in cash and canceled the
$300,000 loan.  PLC also issued to DiSX $500,000 of PLC's ordinary shares
(valued at the initial per share public offering price).  Based on a $12.00
per ADS offering price, a total of 41,667 of PLC's ordinary shares were issued
to DiSX.  The agreements also:

     -  provide that the Company shall not sell or transfer any of PLC's
ordinary shares for at least one year after the date of PLC's initial public
offering, April 28, 1999,

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     -  provide that PLC's representatives will constitute a majority of the
board of directors of the JV,
     -  contain "buy/sell" procedures under which the Company and PLC each
have the first and last right to purchase the other's equity in the JV, and
     -  provide for adjustments in the equity between the parties in the event
one stockholder is unable to fund it pro-rata share of the ongoing capital
requirements of the JV.

     In February 1999, the Company agreed with PLC to commence operations in
San Francisco and in March 1999 to expand into Los Angeles.  The JV launched
its website in Los Angeles in July 1999.  However, prior to launching its site
in San Francisco, the Company and PLC agreed to terminate the JV effective
January 31, 2000.  PLC's decision was based on its assessment of potential of
the US market compared to its need to refocus its efforts in Europe.  DiSX
willing agreed to the termination of the JV because (1) it allowed DiSX to
regain control of US operations, (2) allowed it to again promote its own
Internet recruitment product under the trade name of TopJobs USA, and (3)
allowed it to diversify its revenue base beyond that of an advertising agency.
On January 31, 2000, the JV ceased all Internet operations and, following its
final audit, ceased all operations on March 31, 2000.

     Consequently, the JV began to wind down its operations in the United
States.  In anticipation of a signed agreement between the Company, PLC and
the JV, the JV began laying employees off effective November 31, 1999.  All
regions in which the JV operated were shutdown on January 31, 2000, with the
exception of the Salt Lake City area.  This area was turned over to the
Company for continuation of business under the Company's product name TopJobs
USA.  The final audit for the JV was completed during March 2000, and the
final two employees left the JV on March 31, 2000.

     The "Signed Agreement" provided that :

     - the parties to the Stockholders Agreement were released from any
capital contribution obligations not theretofore fulfilled,
     - Mr. Larry Heaps, Mr. Eric Marchant and Mr. Ross Wolfley resigned from
the board of directors of the JV,
     - in consideration for the release from future capital contribution
obligations, DiSX agreed to transfer all its shares and interest in the JV to
topjobs.net plc at a future mutually agreed upon date.  In the intervening
time, DiSX agree to vote its shares for dissolution of the JV and otherwise
cooperate in effecting the same as requested by topjobs.net plc, as determined
by it in its sole discretion at any time and from time to time.
     - the JV's obligation to repay the loan from DiSX to the JV was waived by
DiSX.

     The Company had loaned $400,763 to the JV.  Repayment of this loan was
conditioned on the JV board of directors' determination of the JV's ability to
repay the loan.  With the termination of the JV, the JV board of directors
determined that the JV would never be in a position to repay the loan from
DiSX and the parties to the agreement terminated the Loan Agreement and the
obligations of the JV to repay the loan.  Both Stockholders in the JV were
released from any obligations not theretofore fulfilled of contributing
capital to the JV.

     The termination of the Stockholders Agreement did not have any effect on
the original compensation received by DiSX from PLC, including the $500,000 of
PLC's common stock received by DiSX.

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Competition
-----------
     The use of the Internet has significantly changed the job recruitment
marketplace.  For DiSX's main product, TopJobs USA(TM), there are essentially
two main areas of competition in the recruitment market.  The first is the
traditional method of job recruiting, which includes print media(help wanted),
recruiters, and placement agencies.  Secondly, other Internet recruitment
sites are in competition among themselves.

     Recent surveys have shown that the major source of recruitment
advertisement is still through the newspaper.  The print media's strength
includes a broad readership and distribution.  Also, newspapers are tangible,
i.e., the reader can see and feel it.  It has been the most traditional
recruitment method used by most employers.

     But the print vehicle is feeling the impact of Internet recruitment
sites.  First, the cost of posting a job on an Internet site typically costs
less than with print media.  In addition to the print media's high expense,
the space to advertise a job is limited.  Also, an advertisement normally
takes days to be printed in a newspaper, whereas, posting a job on an Internet
recruitment site can be done almost immediately after deciding to advertise a
job opening on a site.

     The second major competition comes from other Internet recruitment
companies both national and local.  The national competitors are Monster.com,
HotJobs.com, Techies.com, and Dice.com.  Monster.com is the strongest of all
the others because of their number of job postings.  However, their downfall
is also because of the larger number of job postings.  Because Monster.com
allows Recruiters to post on their site, many times job postings by
corporations are lost or placed several pages behind the recruiters.  This is
discouraging for corporations who don't feel their jobs are getting adequate
views by job seekers and difficult for job seekers who would like to know the
company looking for a job candidate.  HotJobs does not allow recruiters and
advertises nationally to promote their brand, not their clients.  Techies.com
aims to provide a local approach but limits its job offerings to the technical
fields and costs substantially more than TopJobs USA's pricing.  There are a
couple of locally based competitors which include UtahJobline.com and
citysearch.com.  UtahJobline is a fairly new addition to the marketplace.
Citysearch.com is mainly a local advertising site that has recently entered
the recruitment industry.

     TopJobs USA's pricing is competitive or in many cases lower than all of
it's competitors.  The biggest stronghold TopJobs USA has on the competition
is the "Local" Internet recruitment site angle.  From day one, TopJobs USA has
been recognized as the "Local" Internet recruitment site in Salt Lake City and
will hold that distinction in future markets.  Job seekers will only find jobs
for that particular area advertised on the TopJobs USA site.  This is unlike
most of the other sites that start out nationally and force job seekers to
choose the city/area they would like to search for a job.  This "local" angle
has been a key selling point for customers.

     Competitors for UltimateResume.com are mainly in the Internet recruitment
arena which include Monster.com, shotgunresume.com, HotJobs.com, Headhunter,
and Career Mosaic.  All of the competitors, including UltimateResume.com,
allow job seekers to post their resume for free.  There is a significant
difference when it comes to corporations.  Most of the sites give corporations
access to their resume database for a costly monthly or yearly fee.
UltimateResume.com gives corporations the opportunity to browse its resume
database for free.  Customers simply pay a nominal fee for each resume they
want.  There are monthly, yearly, and unlimited access packages that are both
cost efficient to the customer looking to fill a large number of positions.
Also, these packages are still much lower than the competitors.

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Customers
---------
     TopJobs USA's target audience is corporations in each "local" market area
that have a need for recruiting qualified job candidates.  Most of the desired
clients are seeking white-collared job candidates to fill positions that
require some work experience.  The job categories range from IT to office
administration.  In recent months, the sales market has expanded because of a
revised sales plan that allows for much more cost-efficient packages.  Clients
are attracted to TopJobs USA because of its "local" emphasis, customer
service, and competitive pricing.

     UltimateResume.com is essentially going after the same target audience as
TopJobs USA, which are corporations that have recruitment needs.  The Human
Resource professional's job is to find qualified job candidates.
UltimateResume.com's database provides them with an additional recruiting
tool.  Job seekers are also a target of UltimateResume.com.  The site provides
several career tools to job seekers such as resume and cover letter writing.
Job seekers can receive advice and help in these areas for a fee that is much
more cost efficient than through other Internet Recruitment sites.

Products and Services
---------------------
     DiSX, Inc. has two main products which are TopJobs USA and
UltimateResume.com.  Both of these products are Internet based.

     TopJobs USA's services help a corporation enhance its recruitment ability
to attract qualified management, professional, technical, and other job
candidates.  There are many features which separate TopJobs USA from the pack
by providing more than just a job listing Internet site.  These services
include:

     - Job Slots gives customers the control of posting and removing jobs as
needed.  This unique system allows clients the flexibility of rotating in as
many jobs as needed and desired for the duration of the contract agreement.
     - Corporate Pages provides customers the opportunity to describe in
detail their company's profile, culture, benefits and/or products.
     - A Local Client Manager is assigned to each company assisting them with
creating, posting, and editing jobs, as well as answering questions and
providing expert advice which helps to establish a solid customer relationship
management.
     - The JobTracker System is an exclusive tool of TopJobs USA that gives a
company hands-on control of their job listings including the ability to
create/edit/post jobs and view measurable results 24-hours per day, seven days
per week.
     - Job Postings has helped to expand TopJobs USA's market by providing an
even more cost-effective recruitment tool.  For a minimal cost, customers are
simply posting a job listing for a specified amount of time without the
flexibility of changing the job.  However, they are provided with a job
description page where they can also include information about the company.
     - Free access to the job listings for job seekers.  Registered job
seekers are contacted via e-mail when their job criteria meets the company's
job listings.

     What sets TopJobs USA apart from the rest is that it is a "local"
employer-based site.  This unique service makes it attractive to potential
clients and easy for job seekers to navigate.  When a job seeker comes to the
site, they will automatically be searching jobs in the "Local" region.  Most
sites force job seekers to choose a specific city and region.  This adds both
more steps, time, and frustration to their search.  TopJobs USA makes it easy
for both the local company and local job seeker.

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     TopJobs USA promotes its product through both online and traditional
marketing tools.  It advertises on local television and radio stations aimed
at driving traffic to the site, building a company brand identity, and
attracting new clients.  Key marketing alliances with local corporations also
play a key role in attracting both business to business growth and consumer
growth.

     UltimateResume.com takes on a different approach to Internet recruitment
than taken by TopJobs USA.  While they are separate products, they have
learned to work together to help each other grow.

     UltimateResume.com does not post job openings.  Instead, the site allows
job seekers to post their resumes for free.  This creates a large database of
job seekers.  Companies are allowed to search through this database for free.
But if they would like to receive contact information, they can purchase a
resume individually for a minimal fee.  This is attractive to companies
because they are only paying for want they want and not what they don't need.
There are also cost effective packages that allow monthly, yearly, or
unlimited access to the resume database and the pertinent contact information.
UltimateResume.com will also help corporations inundated with unsolicited
resumes by providing job seekers a database to post their resumes.  This helps
drive companies to our site and job seekers posting resumes.
UltimateResume.com helps out the job seeker more than just allowing them to
post their resume.  For a very nominal fee, they can receive resume, cover
letter, and career advice.

     UltimateResume.com markets its products with online and traditional
marketing strategies including radio advertisements.  UltimateResume.com is
also taking advantage of the success of TopJobs USA.  With a link from the
TopJobs USA site, both corporations and job seekers have access to
UltimateResume.com and its services.

Trademarks
----------
     The Company's trademark applications for "TOP JOBS USA" and "TOPJOBS"
were declined by the United States Department of Commerce, Patent and
Trademark Office.

Management Changes
------------------
     In February 2000, Mr. Troy L. Corriveau was appointed Chief Operating
Officer of the Company and effective April 3, 2000, was appointed to the Board
of Directors.

Employees
---------
     As of December 31, 2000, the Company had 8 full-time employees, including
1 administrative employee, and 3 part-time employees.  None of the Company's
employees are represented by a labor union.  The Company believes that it will
be able to hire a sufficient quantity of qualified laborers in the local area
to meet the Company's employment needs.

ITEM 2.  DESCRIPTION OF PROPERTY

Offices
-------
     The Company leases its principal executive offices in Orem, Utah.  The
current lease is for a space of approximately 4,262 square feet at a rate of
approximately $4,300 per month.  The lease agreement is on a month to month
basis beginning in December 2000.

     The Company's current facilities are generally adequate for anticipated
needs over the next 12 to 24 months.

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Other Property
--------------
     The Company owns Lot 32 of a development known as Cottages on the Green,
as identified in the Plat recorded in the office of the Wasatch County
Recorder, as Entry No. 200360, in Book 371, at Page 458, contained with Plat C
of Cottages on the Green, P.U.D., Midway City, Wasatch County, State of Utah.
Value of the property is $95,000.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is involved in litigation with Laservend, Inc., a Utah
corporation ("Laservend"), who is currently undergoing Chapter 7 bankruptcy
proceedings in the Bankruptcy Court for the District of Utah, Central
Division.  Laservend's Bankruptcy Trustee filed a complaint against the
Company on June 18, 1998, alleging that Laservend had advanced the Company
$225,000.00 with the agreement or understanding that the Company would repay
Laservend $225,000.00 plus interest.  Subsequently, the complaint has been
amended alleging that the amounts advanced with interest are $273,000.00.  The
Company contends that the parties were in merger negotiations and that the
amounts advanced were part of these negotiations.  Further, that in the event
that a merger did not occur, any and all amounts advanced by Laservend to the
Company would be repaid through the Company's Common Stock at a rate of $0.50
per share.  The merger failed to take place due to events occurring in
Laservend.  On July 31, 1998, the Trustee in bankruptcy filed a Complaint that
the advance is a loan to be repaid by DiSX, that it was a preferential
transfer and that Laservend did not receive reasonably equivalent value for
the advances.  An Answer was filed by the Company.  The Bankruptcy Court has
granted the Trustee's Motion for Summary Judgment.  The Order grants judgment
in the amount of $273,347.00 principle, together with prejudgment interest of
$66,884.25, plus prejudgment interest in accordance with 29 U.S.C. Section
1961.  The Trustee garnished amounts claimed due from topjobs.net inc, the JV,
and the bank account of DiSX.  The Trustee has also executed on the computer
equipment, office equipment, stock in topjobs.net inc and topjobs.net plc, and
other assets of DiSX.  The Company has entered into a Settlement Agreement
with the Trustee.  Under the terms of the Settlement Agreement, the Company is
obligated to make certain payments to the Trustee and during such time the
Trustee agrees to forbear from obtaining writs of garnishment or executions or
otherwise collecting on the judgment except for the collection of the two
garnishments described above.  During such period of forbearance, the writs of
execution remain in effect.  Management intends to make payment of the
judgment.

     In March 2000, the Company was sued in the matter of Martineau & Company
vs. Dynamic Information System & eXchange, Inc.  No Answer has been filed by
this time.  The amount claimed in the Complaint is in excess of $21,666.00.
The amount claimed for accounting services is apparently $8,648.00 with the
balance being accrued interest at 2% per month since March 1995.  Company
management does not believe that accounting services were provided by
plaintiff and intends to contest the matter rigorously. Due to the recent
involvement with the matter no evaluation can be made of the likelihood of an
unfavorable outcome nor the range of potential loss.

In November 2000, Mark Wolkos and MW Investments Marketing filed a complaint
in the Superior Court of Maricopa County, Arizona against the Company for
compensation relating to investor relations services.  The complaint alleged
compensation due for such services of $70,000 as well as stock options for
600,000 shares of stock.  The Company has filed an answer denying the claims.
The case is in the discovery stage.  Due to the preliminary status of the
lawsuit, it is not possible to evaluate the likelihood of an unfavorable
outcome or estimate the extent of potential loss.

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

     A shareholder meeting was held on October 20, 2000.  At that meeting a
formal vote of shareholders was taken on the following items with the approval
of a clear majority of all shareholders: 1. Election of the Board of
Directors; 2. Change of Company Name to Career Worth, Inc.; 3. Change of
Domiciliary to Nevada; 4. Consents in Writing amendment to the Articles of
Incorporation.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The table below sets forth, for the respective periods indicated, the
prices for the Company's common stock in the over-the-counter market as
reported by the NASD's OTC Bulletin Board.  The bid prices represent inter-
dealer quotations, without adjustments for retail mark-ups, mark-downs or
commissions and may not necessarily represent actual transactions.

Fiscal Year Ended December 31, 2000                 High Bid      Low Bid
-----------------------------------                 --------      -------
First Quarter                                       $ 0.88        $ 0.05
Second Quarter                                      $ 0.73        $ 0.07
Third Quarter                                       $ 0.19        $ 0.07
Fourth Quarter                                      $ 0.11        $ 0.03

Fiscal Year Ended December 31, 1999                 High Bid      Low Bid
-----------------------------------                 --------      -------
First Quarter                                       $ 0.94        $ 0.16
Second Quarter                                      $ 0.75        $ 0.38
Third Quarter                                       $ 0.47        $ 0.25
Fourth Quarter                                      $ 0.50        $ 0.05

Fiscal Year Ended December 31, 1998                 High Bid      Low Bid
-----------------------------------                 --------      -------
First Quarter                                       $ 1.25        $ 0.06
Second Quarter                                      $ 1.63        $ 0.22
Third Quarter                                       $ 0.66        $ 0.13
Fourth Quarter                                      $ 0.44        $ 0.10

     At March 31, 2001, the Company's Common Stock High Bid and Low Bid,
quoted on the OTC Bulletin Board, for the first quarter of Fiscal Year 2001
was $0.055 and $0.017, respectively.

     Since its inception, the Company has not paid any dividends on its Common
Stock, and the Company does not anticipate that it will pay dividends in the
foreseeable future.  At March 31, 2001, the Company has approximately 222
shareholders of record based on information provided by the Company's transfer
agent.

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

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
     This report may contain "forward-looking" statements.  Examples of
forward-looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of the Company and its management or Board of Directors; (c) statements of
future economic performance; (d) statements of assumptions underlying other
statements and statements about the Company and its business relating to the
future; and (e) any statements using the words "anticipate," "expect," "may,"
"project," "intend" or similar expressions.
<PAGE>
<PAGE> 12

Year 2000 Disclosure
--------------------
     The Company experienced no material adverse impact of any nature as a
result of year 2000.

Results of Operations
---------------------
     During the first quarter of 2000, the Company discontinued activities as
an advertising agent for topjobs.net inc and returned to Internet employment
recruiting operations.  Due to increasing competition in Internet career
advertising for employers, the Company expanded its business plan to include
marketing directly to recruiters.  Because of the significant change in
operating activities and revenues from 1999 to 2000, comparisons of the
financial statements for the two quarters of those years may have limited
significance.

Year ended December 31, 2000 compared to year ended December 31, 1999
---------------------------------------------------------------------
     Total revenues for the year ended December 31, 2000 was $154,367 compared
to $1,847,589 for the same period of 1999.  This large decrease was due to
absence agency revenues from topjobs.net inc, totaling $1,783,846.  Direct
costs for the year ended December 31, 2000 were $61,867 as compared to
$1,553,471 for the year ended December 31, 1999.  The decrease in direct costs
were primarily due to advertising related costs in support of topjobs.net
inc's employment database activities.

     For fiscal year 2000, operating expenses were $2,160,545, consisting of
salaries and wages of $423,400, depreciation and amortization expenses of
$14,572, and general and administrative expenses of $1,722,573, resulting in a
loss from operations of $2,068,045.  Total operating expenses for 1999 were
$1,146,320, consisting of salaries and wages of $359,016, depreciation and
amortization expenses of $13,433, and general and administrative expenses of
$773,871, resulting in a loss from operations of $852,202.  The increase in
salaries and wages resulted from the addition of personnel from topjobs.net
inc early in 2000which was partially offset by the departure of professional
advertising personnel.  The data entry staffing was kept at a minimum as
management retooled the Company's business plan.  The reduction in general and
administrative expenses was due to increased professional services and
promotional expenses.

     Total other income (expense) for fiscal 2000 netted an expense of
$(373,600) compared to an income of  $497,459 for fiscal 1999.  During 2000,
loss on the sale of securities was $(279,000), interest income was $781, and
interest expense was $(95,381).  The loss on the sale of securities resulted
from the sale of PLC stock to partially satisfy the LaserVend bankruptcy
liability.  Other income in 2000 included  $1,000,000 received from PLC as an
incentive for the Company to take a minority position in the joint venture,
topjobs.net inc; this was offset by a loss of $(400,763) that the Company
contributed to the joint venture.  Other income (expense) in 2000 included
interest income of $700, and interest expense of $(102,459).  The year to year
change was due to the loss on the sale of securities, the decrease in other
income and reduced interest expense.

     The net loss for the Company was $(2,441,645) in 2000 compared to
$(354,624) the prior year.  The Company experienced a comprehensive loss
$(2,256,773) for the year ended December 31, 2000 compared to a comprehensive
loss of $(539,496) for the same period of 1999, an increase of  418.3%.  The
basic loss per share for fiscal 2000 was $0.08 as compared to $0.02 for fiscal
1999, based on the weighted average number of shares outstanding for the
respective periods.

<PAGE>
<PAGE> 13

Liquidity and Capital Resources
-------------------------------
     During 2000, cash flows from operations, notes payable (some convertible
to shares of the Company's common stock) were utilized for working capital,
conversion of debt, payment of professional services and for other activities
of the Company.

     The Company had a working capital deficit of $(1,567,711), at December
31, 2000.  The Company had a cash balance of $1,277 and receivables of
$12,450.  Cash used in operations for the year ended December 31, 2000 was
$897,252 compared with $406,437 for the year ended December 31, 1999.  The
increase the outflow of funds used for operations was due primarily to the
decreased revenues and increased general and administrative expenses that led
to a significantly higher net loss and the reduction in commitments and
contingent liabilities.   Cash flows derived from investing activities was
$199,461 in 2000 compared with and outflow of $407,312 the prior year.  The
sale of the PLC securities and the absence of the loss from the investment in
topjobs.net inc led to that change.  Proceeds from notes payable and
convertible debentures offset the funding used in operations.  In addition,
portions of the notes payable and convertible debentures were repaid through
conversion to common stock in 2000.

     Because the Company has an accumulated deficit of $(8,823,432), has a
working capital deficit and limited internal financial resources, the report
of the Company's auditor contains a going concern modification as to the
ability of the Company to continue.  During fiscal 2000, the Company continued
measures to reduce cash outflow and increase working capital through proceeds
from operations and the conversion of accrued liabilities and notes payable to
common stock.  The Company is expected to stay on the same course during 2001.
The Company will rely on additional outside debt and equity funding as it
transitions from advertising agency activities to Internet and non-Internet
employment operations.

     At December 31, 2000, the Company had recorded $492,9477 in accrued
expenses consisting of accrued salaries and wages, accrued interest and unpaid
payroll taxes, and unemployment taxes, including reasonable interest and
penalties for late payment.  Subsequent to December 31, 2000 and prior to this
filing, the Company has reduced outstanding interest through issuance of
restricted common stock.  The Company has also paid a portion of the accrued
payroll taxes due to the Internal Revenue Service.  Management has met with
IRS officials to agree upon a payment schedule for past due federal taxes.
The Company continues to pay the Utah Department of Job Force Services $2,000
monthly towards the Company's unemployment tax obligation.

     At December 31, 2000, the Company had recorded notes payable, convertible
debentures, and current portion of long-term liabilities totaling $953,024.

     The Company has recorded contingent liabilities with related accrued
interest totaling $129,847 to LaserVend, Inc.  In January 1999, the Company
entered into a "Letter Offer to Acquire" with LaserVend, Inc. whereby
LaserVend would acquire all the issued and outstanding common stock of the
Company.  In anticipation of the proposed merger, LaserVend advanced the
Company $286,572 during the year ended December 31, 1999.  The merger failed
to take place due to events occurring in LaserVend.  LaserVend subsequently
filed for bankruptcy.    On July 31, 1999, the Trustee in bankruptcy filed a
complaint that the advance was a loan to be repaid by DiSX, that it was a
preferential transfer and that Laservend did not receive reasonably equivalent
value for the advances.  The Company filed an answer to the complaint.  The

<PAGE>
<PAGE> 14

Bankruptcy Court granted the Trustee's motion for summary judgment.  The order
granted judgment in the amount of $273,347 principal, together with
prejudgment interest of $66,884.  As of December 31, 2000, the Company paid
the Bankruptcy Court $7,125.  The Company has entered into a settlement
agreement with the Trustee.  Under the terms of the settlement agreement, the
Company is obligated to make certain payments to the Trustee and during such
time the Trustee agrees to forbear from obtaining writes of garnishment or
executions or otherwise collect on the judgment.  The Company also accrued an
additional $35,876 in interest and other contingent expenses through the end
of 2000 bringing the total contingent liability to $368,982.  During early
2000, $18,135 has been sent to reduce the outstanding balance.  At mid-year
2000, the Trustee credited $221,000 against the liability as the Company's
holding in PLC stock was sold to partially repay the judgment.

Impact of Inflation
-------------------
     The Company does not anticipate that inflation will have a material
impact on its current or proposed operations.

Seasonality
-----------
      The Company does not anticipate that seasonality will have a material
impact on its current or proposed operations.

Principal Customers
-------------------
     During the fiscal year ended December 31, 1999, the Company had one
individual customer, topjobs.net inc, that accounted for 96.5% of the
Company's revenues.  This high percentage is largely due to the Company having
transferred all of it revenue generating Internet recruiting business to the
JV.  With the dissolution of the JV, the revenue will again be generated
through the Company and will include a variety of customers.

Seasonality
-----------
     Management of the Company knows of no seasonal aspects relating to the
nature of the Company's business operations that had a material effect on the
financial condition or results of operation of the Company.

ITEM 7.  FINANCIAL STATEMENTS

     The following statements of the Company are set forth immediately
following the signature page to this Form 10-KSB.

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

     The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures or financial
disclosure.  See ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

<PAGE>
<PAGE> 15

PART III

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

     The following table sets forth the name, age, and position of each
executive officer and director that has served during the fiscal year ended
December 31, 2000, and the term of office of each director of the Company.

Name                Age   Position               Director or Officer Since
----                ----  --------               -------------------------
Larry D. Heaps      52    President, Director    October 1993
Curtis T. Johnson   51    Director, CEO          October 1993 (1)
Troy L. Corriveau   52    COO, Director          April 1999
J. Robert Walz      42    Business Development   April 1999 (2)
-------------------------
(1)  Mr. Johnson was named CEO in January 2000.
(2)  Mr. Walz resigned in September 2000.

     The term of office of each director is one year and until his or her
successor is elected and qualified at the Company's annual meeting, subject to
removal by the Shareholders.  All Officers serve at the pleasure of the board
of directors and until his or her successor is elected at a meeting of the
board of directors and is qualified except as noted below in Employment
Agreements and Benefits.

Biographical Information
------------------------
     Set forth below is certain biographical information for each of the
Company's Officers and Directors and other key personnel.

     Larry D. Heaps has extensive experience in operations and manufacturing
management.  Mr. Heaps has served as President of the Company since 1993.
From 1989 to 1993, as an independent operations consultant, Mr. Heaps
successfully worked with a number of clients in establishing improved
manufacturing and operational procedures.  From 1972 to 1983, as Executive VP
and General Manager of a successful children's clothing manufacturing
operation, Larry managed operations that included hundreds of employees,
thousands of customer accounts, overseas exports and innovative receivables
financing. Educated at Brigham Young University, in 1972, Mr. Heaps received a
Bachelor of Science in Business Management with an emphasis in Marketing.

     Curtis T. Johnson became CEO of the Company on January 1, 2000.  He most
recently worked as a Senior Marketing Manager from 1998 to 1999 for Intel.
From 1993 to 1998, Mr. Johnson worked for the Company.  From 1989 to 1993, he
spent four years with Novell, Inc. as Product Line Manager and Senior
Marketing Manager in Sales/Marketing.  He managed a major product line from
early specification through availability in the marketplace.  His
responsibilities included establishing and maintaining OEM relationships with
major high technology vendors as well as creating and managing programs
relating to Novell's major customers.  From 1974 to 1980, Mr. Johnson's
background also includes corporate responsibilities with Digital Equipment
Corporation and from 1980 to 1989 with Wang Laboratories.  He filled a variety
of roles including technology development, sales, marketing and management.

<PAGE>
<PAGE> 16

     Troy L. Corriveau was appointed Chief Operating Officer of the Company in
February 2000 and a Director of the Company from April 2000 through Feb 2001.
Prior to this appointment, he was the Vice President of Marketing/Corporate
Planning for topjobs.net inc from January 1999 - 2000.  From July 1997 to
December 1998, Mr. Corriveau was involved with entrepreneurial activities,
mainly real estate investments.  During the period of July 1994 to July 1997,
he served as the President of the Thailand Bangkok Mission for the Church of
Jesus Christ of Latter-day Saints.  Besides working with the missionary
endeavors of 300 missionaries in Thailand and Cambodia, he also helped to
initiate, organize and manage the humanitarian projects of the Church in
Thailand, Cambodia, Burma and Laos.  He has been involved in the creation and
management of several service related businesses over the past 2 1/2 decades.
Mr. Corriveau received his Doctor of Chiropractic degree from Palmer College
of Chiropractic in 1974 and his BA degree from the University of the State of
New York in 1991.

     J. Robert Walz has nearly twenty years of experience as an on air talent
in the television industry.  From 1984 to 1999, Mr. Walz worked for KSL-
Television in Salt Lake City, Utah, as a reporter/correspondent.  His reports
were aired by CBS, ABC and NBC affiliate stations throughout the United States
and throughout the world on CNN.  From 1992 to 1997, Mr. Walz taught
journalism at Brigham Young University and Utah Valley Community College.  He
has written and produced numerous video productions.  Mr. Walz received a
Bachelor of Arts in Communications from Brigham Young University with an
emphasis in Broadcast Journalism in 1982.  He was the student president for
the Society of Professional Journalists in 1981.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
     The Company's Common Stock was recently registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in connection therewith, directors, officers, and beneficial owners of
more than 10% of the Company's Common Stock are required to file on a timely
basis certain reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.  Based on information
provided to the Company as of March 1, 2000, all required reports have been
filed on a timely basis.

<PAGE>
<PAGE> 17

ITEM 10.  EXECUTIVE COMPENSATION

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's chief executive officer and each of its other
executive officers that received compensation in excess of $100,000 during
such period (as determined at December 31, 2000, the end of the Company's last
completed fiscal year):

<TABLE>

                                         SUMMARY COMPENSATION TABLE

                                     Annual Compensation              Long Term Compensation

                                                       Other
                                                       Annual      Restricted                          All Other
Name & Principal                                       Compen-     Stock         Options/     LTIP     Compensa-
Position                Year    Salary($)   Bonus($)   sation($)   Award($)      SARS(#)    Payout($)    tion($)
----------------        ----    ---------   --------   ---------   --------      -------    ---------   --------
<S>                   <C>      <C>         <C>        <C>        <C>           <C>         <C>        <C>
Eric E. Marchant        1999    $   8,750       -           -      $55,000          -           -           -
CEO & Chairman          1998    $  96,000       -           -          -            -           -           -
Through Nov. 1999

Larry D. Heaps          2000    $  19,400       -      $  62,500       -            -           -           -
President & Director    1999    $  60,167       -           -      $82,500          -           -           -
                        1998    $  96,000       -           -          -            -           -           -

Curtis T. Johnson       2000    $     -         -      $  82,000       -            -           -           -
CEO & Chairmen (2000)   1999    $     -         -      $   1,000       -            -           -           -
                        1998    $   5,750       -           -          -            -           -           -

Troy Corriveau          2000    $  22,500       -      $  67,500    $16,250         -           -           -
COO & Director

(1) These officers received restricted stock for accrued salaries.

</TABLE>

Employment Agreements and Benefits
----------------------------------
     On April 6, 1999, the Company entered into an Employment Agreement with
J. Robert Walz for the salary of $84,000.00 per year, subject to discretionary
increase pursuant to an annual review by the board of directors.  The
agreement includes a signing bonus of fifty thousand (50,000) shares of the
Company's common stock.  The agreement also includes provisions for a bonus
payment upon the anniversary date of signing based upon a determination of the
board of directors.

     On January 10, 2000, the Company entered into a three-year Employment
Agreement with Larry D. Heaps for the salary of $120,000.00 per year, subject
to discretionary increase pursuant to a semi-annual review by the board of
directors.

     On January 10, 2000, the Company entered into a three-year Employment
Agreement with Curtis T. Johnson for the salary of $120,000.00 per year,
subject to discretionary increase pursuant to a semi-annual review by the
board of directors.

     On February 1, 2000, the Company entered into an annually renewable
Employment Agreement with Troy Corriveau for the salary of $90,000.00 per
year, subject to discretionary increase pursuant to a semi-annual review by
the board of directors.
<PAGE>
<PAGE> 18

     All other employee agreements with the Company are at will.  As a
condition to employment, all the Company's managers and key personnel are
required to sign a non-disclosure and non-competition agreement.

Compensation of Directors
-------------------------
     The Company's directors receive no payments for attendance at meetings.
Board members may be reimbursed for all reasonable out-of-pocket expenses
incurred by them in conjunction with their attendance at board meetings.

Resignation of Officer and Director
-----------------------------------
     Effective Feb 2001, Troy L. Corriveau tendered his resignation as a
member of the board of directors of the Company.

<PAGE>
<PAGE> 19

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 31, 2001, the name and the
number of shares of the Company's Common Stock, par value $0.001 per share,
held of record or beneficially, more than 5% of the 46,647,356 issued and
outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group.

Security Ownership of Certain Beneficial Shareholders
-----------------------------------------------------
Title
 of     Name and Address         Amount and Nature of               Percentage
Class   Beneficial Owner         Beneficial Ownership               of Class
-----   ----------------         --------------------               ----------
Common  Larry D. Heaps            2,325,000  Direct                  4.98
        743 South 670 East        4,072,910  Indirect (1)            8.73
        Orem, Utah 84097

Common  Curtis T. Johnson         1,979,999  Direct                  4.24
        1133 East 2570 North         90,000  Indirect                0.20
        Provo, Utah 84604


Common  Troy Corriveau            1,641,692  Direct                  3.52
        1055 N. Warm Springs Rd.     40,000  Indirect                0.09
        Midway, Utah 84049

Common  Arnell Heaps              5,800,000  Direct                 12.43
        1357 East Pheasant Ridge     40,000  Indirect                0.09
        Bountiful, Utah 84010

Common  DeLynn Heaps              4,452,910  Direct (1)              9.55
        3805 North 450 West          35,000  Indirect                0.07
        Provo, Utah 84604

Common  Craig Morrison            2,774,861  Direct                  5.95
        3771 Riverwood Drive
        Provo, Utah 84604

Common  A-Z Professional Serv.    2,400,807  Direct                  5.15
        3801 South West Temple
        Salt Lake City, Utah 84115

Officers and Directors
----------------------
Title
 of     Name and Address         Amount and Nature of               Percentage
Class   Beneficial Owner         Beneficial Ownership               of Class
-----   ----------------         --------------------               ----------
Common  Larry D. Heaps                          -see above-

Common  Curtis T. Johnson                       -see above

Common  Troy Corriveau                          -see above-


        All Officers/Directors      5,946,691  Direct                12.75
        as a Group (3 Persons)      4,202,910  Indirect               9.01
                                    ---------                        -----
        Total Beneficial Ownership 10,149,601                        21.76
                                   ==========                        =====

(1) Includes 4,042,910 shares held of record by the Heaps Family Trust, an
entity controlled by DeLynn Heaps, of which Larry Heaps is a beneficiary.

<PAGE>
<PAGE> 20

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others
---------------------------------------
     Except as indicated below, and for the periods indicated, there were no
material transactions, or series or similar transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved exceeds
$60,000, or in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than 5% or
any class of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, has an interest.

     During 2000, the Company issued restricted common stock to the following
affiliates: Larry D. Heaps was issued 800,000 shares of restricted common
stock for accrued salary, wages, and services rendered; Curtis Johnson was
issued 799,999 shares of restricted common stock for accrued salary, wages,
and services rendered; and Troy Corriveau was issued 1,050,000 shares of
restricted stock for accrued salary, wages, and services rendered.  A-Z
Professional Services was issued 1,642,400 shares of restricted stock for
services rendered.  Arnell Heaps was issued 5,790,000 shares of restricted
stock to convert notes payable and debentures to equity. DeLynn Heaps was
issued 1,400,980 shares of restricted stock to convert notes payable to
equity.  Craig Morrison was issued 1,334,000 shares of restricted stock to
convert notes payable and debentures to equity.

Certain Business Relationships
------------------------------
     Except as indicated below, and for the periods indicated, there were no
material relationships regarding directors that exist, or have existed during
the Company's last fiscal year.

Indebtedness of Management
--------------------------
     Except as indicated below, and for the periods indicated, there were no
material transaction, or series of similar transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved exceeds
$60,000 and in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than 5% of
any class of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, has an interest.

Transactions with Promoters
---------------------------
     None.

<PAGE>
<PAGE> 21

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
     (a) (1) FINANCIAL STATEMENTS.  The following financial statements are
included in this report:

Title of Document                                                         Page
-----------------                                                         ----
Independent Auditor's Report of Jones, Jensen & Company                    22
Balance Sheet as of December 31, 1999                                      23
Statements of Operations for the years ended December 31, 1999 and 1998
     and from inception on April 9, 1993 through December 31, 1999         25
Statements of Stockholders' Equity                                         26
Statements of Cash Flows for the years ended December 31, 1999 and 1998
     and from inception on April 9, 1993 through December 31, 1999         28
Notes to Financial Statements                                              29

     (a) (2) FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:
          None
     (a) (3) EXHIBITS.  The following exhibits are included as part of this
report:
     NONE.

     (b) Reports on Form 8-K.
          The Company filed a report on Form 8-K with the Commission on
November 8, 2000 disclosing the change of domicile merger to Nevada and the
name change to Career Worth, Inc.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following person on behalf
of the Registrant and in the capacity and on the date indicated:

                           DYNAMIC INFORMATION SYSTEM & EXCHANGE, INC.

Date: April 16, 2001       By:  /S/ Larry D. Heaps, President and Director

                           By:  /S/ Curtis T. Johnson, CEO and Director

                           By:  /S/ Troy L. Corriveau, COO
<PAGE>
<PAGE> 22

                      INDEPENDENT AUDITORS' REPORT

The Board of Directors
Career Worth, Inc.
(Formerly Dynamic Information System & eXchange, Inc.)
(A Development Stage Company)
Orem, Utah

We have audited the accompanying balance sheet of Career Worth, Inc. (formerly
Dynamic Information System & eXchange, Inc.) (a development stage company) as
of December 31, 2000 and the related statements of operations, stockholders'
equity (deficit), and cash flows for the years ended December 31, 2000 and
1999 and from inception of development stage on January 1, 2000 through
December 31, 2000.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Career Worth, Inc. (formerly
Dynamic Information System & eXchange, Inc.) (a development stage company) as
of December 31, 2000 and the results of their operations and their cash flows
for the years ended December 31, 2000 and 1999 and from inception of the
development stage on January 1, 2000 through 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 2 to the
financial statements, the Company has current liabilities in excess of current
assets of $1,567,711 and has experienced significant losses for the years
ended December 31, 2000 and 1999.  These conditions 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 2.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
April 13, 2001
<PAGE>
<PAGE> 23
                               CAREER WORTH, INC.
              (Formerly Dynamic Information System & eXchange, Inc.)
                          (A Development Stage Company)
                                Balance Sheet


                                    ASSETS
                                    ------

                                                                 December 31,
                                                                     2000
                                                                 ------------

CURRENT ASSETS
 Cash                                                            $      1,277
 Accounts receivable                                                    4,850
 Notes receivable - related parties (Note 6)                            7,600
                                                                 ------------
     Total Current Assets                                              13,727
                                                                 ------------

FIXED ASSETS - net (Notes 1 and 3)                               $     23,254
                                                                 ------------

OTHER ASSETS
 Deposits                                                               9,126
 Investment in property                                                95,000
                                                                 ------------
     Total Other Assets                                               104,126
                                                                 ------------


     TOTAL ASSETS                                                $    141,107
                                                                 ============






The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 24
                               CAREER WORTH, INC.
              (Formerly Dynamic Information System & eXchange, Inc.)
                          (A Development Stage Company)
                      Balance Sheet (Continued)


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ----------------------------------------------

                                                                 December 31,
                                                                     2000
                                                                 ------------
CURRENT LIABILITIES
 Accounts payable                                                     135,467
 Accrued expenses (Note 4)                                            492,947
 Current portion - long-term liabilities (Note 5)                     456,754
 Convertible debentures (Note 5)                                      238,045
 Notes payable - related parties (Note 5)                             258,225
                                                                 ------------

     Total Current Liabilities                                      1,581,438
                                                                 ------------

LONG-TERM LIABILITIES (Note 5)                                           -
                                                                 ------------

     Total Liabilities                                              1,581,438
                                                                 ------------

COMMITMENTS AND CONTINGENCIES (Note 7)                                129,847
                                                                 ------------


STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock, 5,000,000 shares authorized at $0.001
   par value; no shares issued or outstanding                            -
  Common stock, 50,000,000 shares authorized at $0.001
   par value; 38,649,279 shares issued                                 38,649
  Additional paid-in capital                                        7,114,605
  Accumulated deficit                                              (8,723,432)
                                                                 ------------

     Total Stockholders' Equity (Deficit)                          (1,570,178)
                                                                 ------------


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $    141,107
                                                                 ============






The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 25
                               CAREER WORTH, INC.
              (Formerly Dynamic Information System & eXchange, Inc.)
                          (A Development Stage Company)
                   Consolidated Statements of Operations
                                                                From Inception
                                                                Of Development
                                                                   Stage on
                                      For the Years               January 1,
                                    Ended December 31,             Through
                                  ----------------------------    December 31,
                                       2000           1999           2000
                                   ------------   ------------   ------------

SALES                              $    154,367   $  1,847,589   $    154,367

COST OF SALES                            61,867      1,553,471         61,867
                                   ------------   ------------   ------------

GROSS MARGIN                             92,500        294,118         92,500
                                   ------------   ------------   ------------

OPERATING EXPENSES

  Salaries and wages                    423,400        359,016        423,400
  Depreciation and amortization          14,572         13,433         14,572
  General and administrative          1,722,573        773,871      1,722,573
                                   ------------   ------------   ------------

     Total Operating Expenses         2,160,545      1,146,320      2,160,545
                                   ------------   ------------   ------------

     Loss from Operations            (2,068,045)      (852,202)    (2,068,045)
                                   ------------   ------------   ------------

OTHER INCOME (EXPENSE)
  Loss on sale of securities           (279,000)          -          (279,000)
  Interest income                           781            800            781
  Other income (Note 8)                    -           599,237            -
  Interest expense                      (95,381)      (102,459)       (95,381)
                                   ------------   ------------   ------------

     Total Other Income (Expense)      (373,600)       497,578       (373,600)
                                   ------------   ------------   ------------

NET LOSS                             (2,441,645)      (354,624)    (2,441,645)
                                   ------------   ------------   ------------

OTHER COMPREHENSIVE LOSS
  Gain (loss) on valuation of
   marketable securities                184,872       (184,872)       184,872
                                   ------------   ------------   ------------
  Net Comprehensive Loss           $ (2,256,773)  $   (539,496)  $ (2,256,773)
                                   ============   ============   ============
BASIC LOSS PER SHARE               $      (0.08)  $      (0.02)
                                   ============   ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                28,762,820     19,657,952
                                   ============   ============

The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE> 26
                               CAREER WORTH, INC.
              (Formerly Dynamic Information System & eXchange, Inc.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                                                                       Total
                                    Common Stock           Additional      Other                   Stockholders'
                                    ------------            Paid-in     Comprehensive Accumulated     Equity
                                   Shares      Amount       Capital         Loss         Deficit     (Deficit)
                                -----------  -----------  ------------  ------------  ------------  ------------
<S>                           <C>           <C>          <C>           <C>           <C>           <C>
Balance, December 31, 1998       16,746,769   $   16,747   $ 4,201,012    $     -      $(5,927,163) $(1,709,404)

Common stock issued for services
 $0.23 per share                  2,737,378        2,737       751,819          -             -         754,556

Conversion of debentures and
 interest payable to common stock
 at $0.25  per share              2,006,503        2,007       501,270          -             -         503,277

Conversion of notes and interest
 payable to common stock at $0.27
  per share                       1,033,985        1,034       278,830          -             -         279,864

Cancellation of common stock       (295,500)        (296)     (393,704)         -             -        (394,000)

Common stock issued for property
 at $0.22 per share                 340,000          340        94,660          -             -          95,000

Loss on valuation of marketable
 securities                            -            -             -         (184,872)         -        (184,872)

Net loss for the year ended
 December 31, 1999                     -            -             -             -         (354,624)    (354,624)
                                -----------  -----------  ------------  ------------  ------------  -----------
Balance, December 31, 1999       22,569,135       22,569     5,433,887      (184,872)   (6,281,787)  (1,010,203)

Common stock issued for services
 at $0.11 per share                 954,199          954       104,008          -             -         104,962

Conversion of debentures and
 interest payable to common stock
 at $0.64 per share                   1,000            1           639          -             -             640

Conversion of accounts payable to
 common stock at $0.12 per share     94,800           95        11,255          -             -          11,350

Common stock issued for services
 at $0.20 per share                 340,000          340        67,660          -             -          68,000

Common stock issued for services
 at $0.59 per share                 421,900          422       248,499          -             -         248,921

Conversion of debentures and
 interest payable to common stock
 at $0.15 per share                 240,665          240        35,315          -                        35,555

Conversion of accounts payable to
 common stock at $0.13 per share    577,600          578        71,622          -             -          72,200

Common stock issued for services
 at $0.46 per share                 390,000          390       177,060          -             -         177,450

Balance Forward                  25,589,299    $  25,589   $ 6,149,945    $ (184,872) $ (6,281,787)  $ (291,125)
                          -----------  -----------  ------------  ------------  ------------  -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 27
                               CAREER WORTH, INC.
              (Formerly Dynamic Information System & eXchange, Inc.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                                                                       Total
                                    Common Stock           Additional      Other                   Stockholders'
                                    ------------            Paid-in     Comprehensive Accumulated     Equity
                                   Shares      Amount       Capital         Loss         Deficit     (Deficit)
                                -----------  -----------  ------------  ------------  ------------  ------------
<S>                           <C>           <C>          <C>           <C>           <C>           <C>
Balance Forward                  25,589,299   $   25,589   $ 6,149,945   $  (184,872) $ (6,281,787)  $ (291,125)

Common stock issued for services
 at $0.45 per share                 290,000          290       130,210          -             -         130,500

Conversion of notes and interest
 payable to common stock at $0.10
 per share                        1,934,000        1,934       198,441          -             -         200,375

Common stock issued for services
 at $0.30 per share                 590,000          590       176,410          -             -         177,000

Conversion of notes and interest
 payable to common stock at $0.04   800,980          801        27,233          -             -          28,034

Common stock issued for services
 at $0.14 per share                 125,000          125        17,375          -             -          17,500

Common stock issued for services
 at $0.10 per share               2,390,000        2,390       236,610          -             -         239,000

Conversion of debentures and
 interest payable to common stock
 at $0.02 per share                 810,000          810        15,590          -             -          16,400

Common stock issued for services
 at $0.05 per share                 700,000          700        30,800          -             -          31,500

Conversion of debentures and
 interest payable to common stock
 at $0.02 per share               4,170,000        4,170        94,491          -             -          98,661

Common stock issued for services
 at $0.03 per share               1,250,000        1,250        37,500          -             -          38,750

Gain on valuation of marketable
 securities                            -            -             -          184,872          -         184,872

Net loss for the year ended
 December 31, 2000                     -            -             -             -       (2,441,645)  (2,441,645)
                                -----------  -----------  ------------  ------------  ------------  -----------
Balance, December 31, 2000       38,649,279    $  38,649   $ 7,114,605     $    -      $(8,723,432) $(1,570,178)
                                ===========  ===========  ============  ============  ============  ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 28
                               CAREER WORTH, INC.
              (Formerly Dynamic Information System & eXchange, Inc.)
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                            From Inception
                                                                            Of Development
                                                                              Stage on
                                                    For the Years             January 1,
                                                   Ended December 31,          Through
                                            ----------------------------      December 31,
                                                  2000           1999            2000
                                              ------------   ------------    ------------
<S>                                          <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                    $ (2,441,645)  $   (354,624)  $ (2,441,645)
  Adjustments to reconcile net loss to net
   cash flows used by operating activities:
    Depreciation and amortization                   14,572         13,433         14,572
    Common stock issued for services             1,233,582        754,556      1,233,582
    Disposition of marketable securities           279,000           -           279,000
    Other income                                      -          (599,237)          -
    Common stock canceled                             -          (394,000)          -
  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable      (4,850)       114,405         (4,850)
    (Increase) decrease in accounts receivable -
      related party                                  5,450          3,074          5,450
    (Increase) decrease in prepaids and other
      assets                                         1,000         (3,600)         1,000
    Increase (decrease) in cash overdraft          (16,149)        10,135        (16,149)
    Increase (decrease) in commitments and
      contingencies                               (239,135)        28,751       (239,135)
    Increase (decrease) in accounts payable        103,585         53,253        103,585
    Increase (decrease) in accrued expenses        167,338         94,417        167,338
    Increase (decrease) in deferred revenue           -          (127,000)          -
                                              ------------   ------------   ------------
      Net Cash Flows (Used) by
        Operating Activities                      (897,252)      (406,437)      (897,252)
                                              ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Payments to equity investee                         -          (400,763)          -
  Purchase of fixed assets                          21,539         (6,549)        21,539
  Proceeds from sale of securities                 221,000           -           221,000
                                              ------------   ------------   ------------
      Net Cash Flows (Used) by Investing
         Activities                                199,461       (407,312)       199,461
                                              ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Payment on notes payable and
    convertible debentures                         (56,407)      (832,381)       (56,407)
  Proceeds from notes payable and
    convertible debentures                         755,475      1,646,130        755,475
                                              ------------   ------------   ------------

      Net Cash Flows Provided by
         Financing Activities                 $    699,068   $    813,749   $    699,068
                                              ------------   ------------   ------------
NET INCREASE (DECREASE) IN CASH               $      1,277   $       -      $      1,277

CASH AT BEGINNING OF YEAR                             -              -              -
                                              ------------   ------------   ------------
CASH AT END OF YEAR                           $      1,277   $       -      $      1,277
                                              ============   ============   ============
CASH PAID DURING THE YEAR FOR:
  Interest                                    $     11,000   $     43,620   $     11,000
  Income taxes                                $       -      $       -      $       -

NON-CASH TRANSACTIONS
  Debentures converted to common stock        $    142,372   $    490,000   $    142,372
  Interest converted to common stock          $     19,600   $    152,065   $     19,600
  Common stock issued for notes payable       $    217,693   $    141,076   $    217,693
  Common stock issued for services            $  1,233,582   $    754,556   $  1,233,582
  Common stock issued for property            $       -      $     95,000   $       -
  Common stock issued for accounts payable    $     83,550   $       -      $     83,550
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>
<PAGE> 29
                                  CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The financial statements presented are those of Dynamic Information System &
eXchange, Inc. (DiSX) (the Company).  The Company was incorporated in the
State of Utah on March 20, 1987.

Effective October 20, 1994, the Company and DiSX completed an Agreement and
Plan of Reorganization whereby the Company issued 14,483,326  (3,620,838 post-
split shares) shares of its common stock in exchange for 100% of the issued
and outstanding common stock of DiSX.  The Company also changed its name on
this date from M&K Investments, Inc. to Dynamic Information System & eXchange,
Inc.  On October 31, 1994, the Company effected a reverse stock split of the
outstanding common shares at a rate of 1 share for every 2 shares outstanding.
During 1995 the shareholders approved an additional reverse stock split at a
rate of 1 share for every 2  shares outstanding.  All references to shares
outstanding and earnings per share have been retroactively restated to reflect
the reverse stock splits.

DiSX was incorporated in the State of Utah on April 9, 1993.  DiSX was founded
to provide information services to the labor and employment industry and has
developed a data base that includes over 60,000 professional job listings
throughout the United States.  85% of the listings are currently contained in
the Western United States.  DiSX products include TopJobs USA and
UltimateResume.com.

At the time of the acquisition, the Company was essentially inactive, with no
operations and minimal assets.  Additionally, the exchange of the Company's
common stock for the common stock of DiSX resulted in the former stockholders
of DiSX obtaining control of the Company.  Accordingly, DiSX became the
continuing entity for accounting purposes, and the transaction was accounted
for as a recapitalization of DiSX with no adjustment to the basis or assets
acquired or liabilities assumed by the Company.  For legal purposes, the
Company was the surviving entity.  The Company was taken out of the
development stage on January 1, 1999.

Effective September 30, 1999, the Company and it's subsidiary merged with DISX
being the surviving entity.

On October 20, 2000, the Company merged with a new entity called Career Worth,
Inc. (CW), whose purpose was to redomicile the Company from Utah to Nevada.
As a result of the merger, the surviving entity became Career Worth, Inc. and
the Company's domicile changed from Utah to Nevada.  CW was a brand new
company with no operations, assets or liabilities, and was incorporated on
September 22, 2000 in the State of Nevada.

On January 1, 2000, the Company was put in the development stage because of
the significant reduction of revenues and the termination of the topjobs.net,
Inc. (joint venture) in December 1999.

b. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company has selected a calendar year end.

<PAGE>
<PAGE> 30
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Basic Loss Per Share

The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements as follows:

c.  Basic Loss Per Share (Continued)

                    For the Year Ended              For the Year Ended
                    December 31, 2000                December 31, 1999
           --------------------------------- --------------------------------
              Loss         Shares  Per-Share    Loss        Shares  Per-Share
           (Numerator) (Denominator) Amount  (Numerator) (Denominator) Amount
           ----------- ------------ -------- ------------ ----------- -------
Net Loss   $(2,441,645)  28,762,820  $(0.08)   $(354,624)  19,657,952  $(0.02)

Fully diluted loss per share is not presented as any common stock equivalents
are antidilutive in nature.

d. Provision for Taxes

At December 31, 2000, the Company has a net operating loss carryforward
available to offset future taxable income of approximately $8,700,000, which
will expire in 2020.  If substantial changes in the Company's ownership should
occur, there would also be an annual limitation of the amount of NOL
carryforwards which could be utilized.  No tax benefit had been reported in
the financial statements, because the Company believes there is a 50% or
greater chance the carryforwards will expire unused.  The tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

The income tax benefit differs from the amount computed at federal statutory
rates of approximately 38% as follows:

                                                    For the Years Ended
                                                        December 31,
                                                   --------------------------
                                                        2000          1999
                                                   ------------  ------------

Income tax benefit at statutory rate                 $ 927,825      $ 134,758
Change in valuation allowance                         (927,825)      (134,758)
                                                    ----------     ----------
                                                     $    -         $    -
                                                    ==========     ==========



<PAGE>
<PAGE> 31
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Provision for Taxes (continued)

Deferred tax assets (liabilities) are comprised of the following:

                                                      For the Years Ended
                                                          December 31,
                                                 ----------------------------
                                                      2000          1999
                                                 -------------  -------------
Income tax benefit at statutory rate             $   3,314,904  $   2,387,079
Change in valuation allowance                       (3,314,904)    (2,387,079)
                                                  ------------   ------------
                                                 $        -     $        -
                                                  ============   ============

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.


e. Cash  and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

f. Fixed Assets

Fixed assets are stated at cost.  Depreciation of fixed assets is computed
using the straight-line method over the estimated useful lives of the related
assets, primarily five years.

g. Concentrations of Credit Risk

The Company sells its services in Utah and various other states.  The Company
extends credit to its customers.

Credit losses, if any, have been provided for in the financial statements and
are based on management's expectations.  The Company's accounts receivable are
subject to potential concentrations of credit risk.  The Company does not
believe that it is subject to any unusual risks, nor significant risks in the
normal course of its business.

h. Estimates

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

<PAGE>
<PAGE> 32
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

i. Revenue Recognition

The Company recognized media revenues upon completion of services.

j.  Advertising

The Company follows the policy of charging the costs of advertising to expense
as incurred.  Advertising expense was $14,767 and $42,171 for the years ended
December 31, 2000 and 1999, respectively.

k.  Changes in Accounting Principles

The Company has adopted the provisions of FASB Statement No. 138 "Accounting
for Certain Derivative Instruments and Hedging Activities, (an amendment of
FASB Statement No. 133.)" Because the Company had adopted the provisions of
FASB Statement No. 133, prior to June 15, 2000, this statement is effective
for all fiscal quarters beginning after June 15, 2000.  The adoption of this
principle had no material effect on the Company's financial statements.

The Company has adopted the provisions of FASB Statement No. 140 "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (a replacement of FASB Statement No. 125.)"  This statement
provides accounting and reporting standard for transfers and servicing of
financial assets and extinguishments of liabilities.  Those standards are
based on consistent application of a financial-components approach that
focuses on control.  Under that approach, the transfer of financial assets,
the Company recognized the financial and servicing assets it controls and the
liabilities it has incurred, derecognizes financial assets when control has
been surrendered, and derecognizes liabilities when extinguished.  This
statement provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings.
This statement is effective for transfers and servicing of financial assets
and extinguishments of liabilities occurring after March 31, 2001.  This
statement is effective for recognition and reclassification of collateral and
for disclosures relating to securitization transactions and collateral for
fiscal years ending after December 15, 2000.  The adoption of this principle
had no material effect on the Company's financial statements.

The Company has adopted the provisions of FIN 44 "Accounting for Certain
Transactions Involving Stock Compensation (an interpretation of APB Opinion
No. 25.)"  This interpretation is effective July 1, 2000.  FIN 44 clarifies
the application of Opinion No. 25 for only certain issues.  It does not
address any issues related to the application of the fair value method in
Statement No. 123.  Among other issues, FIN 44 clarifies the definition of
employee for purposes of applying Opinion 25, the criteria for determining
whether a plan qualifies as a noncompensatory plan, the accounting consequence
of various modifications to the terms of a previously fixed stock option or
award, and accounting for an exchange of stock compensation awards in a
business combination.  The adoption of this principle had no material effect
on the Company's financial statements.

<PAGE>
<PAGE> 33
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

l.  Marketable Securities

The Company has adopted the provisions of SFAS No. 115,  "Accounting for
Investments in Debt and Equity Securities."  In 1999, the Company received
41,667 shares of topjobs, p.l.c. which were valued at their trading price of
$12 per share for a total valuation of $500,000.  The Company classifies the
shares as available for sale.  Accordingly, the decrease in value of $184,872
from the date the shares were received to December 31, 1999 is reflected as a
separate component of stockholders' equity.

During 2000, these marketable securities have been sold and are reflected on
the statement of operations and statement of stockholders' equity (deficit).

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to generate cash flow through increased sales
and marketing of its direct recruiting services as well as providing
technology solutions to recruiters and to continue to raise funds through
short-term and medium-term company debt as well as convertible debentures and
equity based investment instruments.

NOTE 3 - FIXED ASSETS

Fixed assets consisted of the following:
                                                             December 31,
                                                                2000
                                                            -------------
Computer equipment                                           $     47,682
Office equipment                                                   41,286
Capital lease equipment                                             8,794
                                                            -------------
                                                                   97,762
Accumulated depreciation                                          (74,508)
                                                            -------------
                                                             $     23,254
                                                            =============

Total depreciation expense for the years ended December 31, 2000 and 1999 was
$14,572 and $13,433, respectively.


<PAGE>
<PAGE> 34
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999

NOTE 4 - ACCRUED EXPENSES

Accrued expenses consisted of the following:
                                                                 December 31,
                                                                     2000
                                                                -----------
Accrued salaries and wages                                     $     31,920
Payroll taxes payable                                               313,246
Accrued interest payable                                            147,781
                                                                -----------
                                                               $    492,947
                                                                ===========

NOTE 5 - LONG-TERM LIABILITIES

Long-term liabilities consisted of the following:
                                                                December 31,
                                                                    2000
                                                                -----------
Note payable to a family organization related to an officer,
secured by Company stock, at 12% per annum, payable
on demand.                                                     $    258,225
                                                               ------------
     Total Notes Payable - Related Parties                          258,225
                                                               ------------

Convertible Debentures
----------------------

1996 convertible debentures payable to three individuals
bearing interest at 10% per annum, convertible into Company
stock at $0.50 per share.  Interest and principle due
on demand.                                                     $     30,000

1997 convertible debentures payable to three individuals
bearing interest at 10% per annum, convertible into company
stock at an average price of $0.375 per share.  Interest
and principal due on demand.                                          2,000

1998 convertible debentures payable to three individuals
bearing interest at 12% per annum, convertible into Company
stock at $0.25 per share.  Interest and principal due
on demand.                                                           80,000

1999 convertible debentures payable to four individuals
bearing interest at 12% per annum, convertible into Company
stock at an average price of $0.25 per share.  Interest
and principal due on demand.                                         45,045

2000 convertible debentures payable to three individuals bearing
interest at 12% per annum, convertible into Company common
stock at an average price of $0.25 per share.  Interest and
principal due on demand.                                             81,000
                                                               ------------
     Total Convertible Debentures                                   238,045
                                                               ------------

<PAGE>
<PAGE> 35
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999

NOTE 5 - LONG-TERM LIABILITIES (Continued)

Current Portion Long-Term Liabilities
-------------------------------------

Notes payable to five individuals, secured by Company stock,
at 12% per annum payable on demand.                            $    238,028

Note payable to Company, secured by Company stock, at
12% per annum, payable by demand.                                   100,000

Note payable to individual at 10% per annum, secured by
Company, due upon demand.                                            50,000

Note payable to an individual at 30% per annum, secured
by Company stock, due upon demand.                                    9,000

Note payable to an individual at 12% per annum, unsecured,
due on demand.                                                       20,000

Note payable to Utah State University at 6% per annum,
unsecured, with an initial payment of $9,000 due June 30,
1996 and thereafter monthly principal and interest payments
of $2,852                                                            39,198

Overdraft payable to bank at 21%, unsecured, with an overdraft
limit of $7,500, payable on demand.                                     528
                                                                -----------
    Total Current Portion Long-Term Liabilities                     456,754
                                                                -----------
    Total long-term liabilities                                     953,024
                                                                -----------

    Less current portion long-term liabilities                     (456,754)

    Less convertible debentures                                    (238,045)

    Less notes payable - related parties                           (258,225)
                                                               ------------

    Long-term liabilities                                      $       -
                                                               ============
Principal maturities are as follows:

                2000                                           $    953,024
                2001                                                    -
                2002                                                    -
                2003                                                    -
                2004                                                    -
                2005 and thereafter                                     -
                                                               ------------
                                                               $    953,024
                                                                ===========

<PAGE>
<PAGE> 36
                                 CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999

NOTE 6 - NOTES RECEIVABLE - RELATED PARTIES

During the year ended December 31, 1999, the Company advanced $18,750 to four
employees.  The notes receivable bear interest at 8%, are unsecured and due on
demand. As of December 31, 2000, the balance due is $7,600 including principal
and interest.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Pending Litigation
------------------

The Company is involved in litigation with Laservend, Inc., a Utah corporation
("Laservend"), who is currently undergoing Chapter 7 bankruptcy proceedings in
the Bankruptcy Court for the District of Utah, Central Division.  Laservend's
Bankruptcy Trustee filed a complaint against the Company on June 18, 1998,
alleging that Laservend had advanced the Company $225,000 with the agreement
or understanding that the company would repay Laservend $225,000 plus
interest.  Subsequently, the complaint has been amended alleging that the
amounts advanced with interest are $273,000.  The Company contends that the
parties were in merger negotiations and that the amounts advanced were part of
these negotiations.  Further, that in the event that a merger did not occur,
any and all amounts advanced by Laservend to the Company would be repaid
through the Company's common stock at the rate of $0.50 per share.  The merger
failed to take place due to events occurring in Laservend.  On July 31, 1998,
the Trustee in bankruptcy filed a complaint that the advance is a loan to be
repaid by the Company, that it was a preferential transfer and that Laservend
did not receive reasonably equivalent value for the advances.  An answer was
filed by the Company.  The Bankruptcy Court has granted the Trustee's Motion
for Summary Judgment.  The Order grants judgment in the amount of $273,347
principle, together with prejudgment interest of $66,884, plus prejudgment
interest estimated at $28,751 in accordance with 29 U.S.C. Section 1961.
  The Company
had accrued $377,180 prior to any payments.  The trustee garnished amounts
claimed due from topjobs.net inc, the JV, and the bank account of the Company.
The Trustee has also executed liens on the computer equipment, stock in
topjobs.net inc and topjobs.net plc, and other assets of the Company.  The
Company has entered into a Settlement Agreement with the Trustee.  Under the
terms of the Settlement Agreement, the Company is obligated to make certain
payments to the Trustee and during such time the Trustee agrees to forbear
from obtaining writs of garnishment or executions or otherwise collecting on
the judgment except for the collection of the two garnishments described
above.  During such period of forbearance, the writs of execution remain in
effect.  Management intends to make payment of the judgment.  The Company
deposited the TopJobs.plc stock with the court against the liability during
the first quarter 2000.  During the second quarter of 2000, the trustee paid
$221,000 against the liability.  Although the Company and Trustee have reached
a settlement, the Company has not been released from the litigation.  At
December 31, 2000, the Company has a remaining balance accrued of $129,847.

The Company is involved in litigation with an individual for claims of
compensation for investor relations services performed for the Company.  The
complaint was filed in November 2000.  The amount claimed as compensation for
such services are the sum of $70,000 as well as stock options for 600,000
shares of stock.  Due to the preliminary status of the lawsuit, it is not
possible to evaluate the likelihood of an unfavorable outcome or estimate the
extent of potential loss.
<PAGE>
<PAGE> 37
                             CAREER WORTH, INC.
                (Formerly Dynamic Information System & eXchange, Inc.)
                           (A Development Stage Company)
                         Notes to the Financial Statements
                            December 31, 2000 and 1999

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

Operating Lease Obligation
--------------------------

The Company is leasing its office space on a month-to-month basis.  Rent
expense for the year ended December 31, 2000 was $70,359.

Consulting Agreement
--------------------

On October 21, 1999, the Company entered into a consulting agreement for the
purpose of advising corporate management and assisting on business and growth
strategies.  The agreement calls for the Company to issue 500,000 shares of
restricted common stock upon signing and to issue 190,000 shares of restricted
common stock per month for the next ten months.

NOTE 8 - OTHER INCOME

In June 1998, the Company entered into a nine month research and cooperation
test marketing agreement, limited to the State of Utah and the city of
Houston, Texas with topjobs.net (p.l.c.), a corporation located in Manchester,
England.  partially as a result of securing contracts which provided net
revenues to the venture of $141,000 in December 1998, the Company and PLC
decided to terminate the test marketing arrangement and establish a permanent
joint venture in the United States.  PLC formed a Delaware corporation, known
as topjobs.net inc. (joint venture).  On February 11, 1999, the Company
entered into a series of agreements with PLC, including a Stockholders'
Agreement and Licensing Agreement.  As an incentive for the Company to take a
minority interest (49%) in the joint venture, PLC advanced $300,000 to the
Company in interest free loans through March 4, 1999.  Upon PLC's initial
public offering, PLC paid the Company an additional $200,000, forgave the
$300,000 of loans and issued to the Company 41,667 shares of PLC's ordinary
shares valued at the then market price of  $12 per share for total
consideration of $1,000,000.

NOTE 9 - SUBSEQUENT EVENTS

On January 4, 2001, the Company issued 3,842,910 shares of common stock for
the conversion of debentures and interest payable for approximately $130,070.

On February 1, 2001, the Company finalized a license agreement with
LiveTutor.com, Inc. for a non-exclusive use of its internet communications
software.  The term of the license is for eighteen months.  Also, on February
1, 2001, the Company issued 500,001 shares of common stock to LiveTutor.com as
an initial payment of $15,000.  The agreement states that an additional
100,000 shares will vest at the beginning of each month beginning June 1, 2001
and continuing until all shares are vested.

On February 20, 2001, the Company issued 1,345,166 shares of common stock for
the conversion of debentures and interest payable for approximately $45,530.

On March 9, 2001, the Company issued 1,300,000 shares of common stock for the
conversion of debentures and interest payable for approximately $36,000.