<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X   ] Annual report pursuant to Section 13 or 15(d) of the Securities  Exchange
     Act of 1934 For the Fiscal Year Ended December 31, 2000
                                       or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                        Commission file number 333-72975

                            Financial Intranet, Inc.
                   -------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

             Nevada                                   88-0357272
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                 90 Grove Street, Suite 01, Ridgefield, CT 06778
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                    Issuer's Telephone Number: (203) 431-8300

           Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                (Title or Class)

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

                    Common Stock, par value $0.001 per share
                                (Title or Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
twelve (12) months (or such shorter  period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past ninety (90) days. [X ] Yes [ ] No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year end December 31, 2000 were $2,833.00

The   aggregate   market  value  of  the   outstanding   common  stock  held  by
non-affiliates  of the issuer on February 28, 2001 (computed by reference to the
last  reported  sales price of the  issuer's  common  stock on the OTC  Bulletin
Board) was $919,671.00.

The issuer had  85,163,416  Shares of Common Stock  outstanding  as of March 30,
2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by reference; None


<PAGE>

                                TABLE OF CONTENTS



PART I
Item 1. Business                                                            1-2
Item 2. Properties                                                            2
Item 3. Legal Proceedings                                                   3-4
Item 4. Submission of Matters to a Vote of
         Security Holders                                                     4
PART II
Item 5. Market for Common Equity and Related
         Shareholder Matters                                                  5
Item 6. Management's Discussion and Analysis
         or Plan of Operations                                              6-10
Item 7. Financial Statements                                                 11
Item 8. Changes in Disagreements with Accountants
         on Accounting and Financial Disclosures                             12
PART III
Item 9. Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Registrant                                   13-14
Item 10. Executive Compensation                                            14-16
Item 11. Security Ownership of Certain Beneficial
          Owners and Management                                            17-18
Item 12. Certain relationships and Related
          Transactions                                                     18-20
PART IV
Item 13. Exhibits and Reports on Form 8-K                                  21-22
Signatures                                                                   23



<PAGE>




                                     PART I


Item 1.  Business

Overview

         Financial Intranet,  Inc. ("Financial  Intranet" or the "Company") is a
Nevada  corporation that discontinued its United States operations and continues
to monitor its investments in its wholly owned Chinese subsidiary doing business
in China as an Internet  content  provider and a minor  investment in The Energy
Corporation.  Our  objectives  are to  maintain  good  standing  as we explore a
corporate and entity restructuring through merger, acquisition or sale.

Company History

         Financial  Intranet was  incorporated  in 1993 as Alexis and Co. in the
State of  Nevada.  We changed  our name to Wee Wees Inc.  and  subsequently,  on
December  17,  1996  to  Financial  Intranet,  Inc.  after  the  purchase  of  a
controlling  interest by Barry Stein,  the founder of Financial  Intranet,  Inc.
Prior to that date, Financial Intranet had not conducted any business.

         We received our  reseller  certificate  from the Federal  Communication
Commission  in  1997  to  provide  international   telecommunications   services
originating in the United  States.  Upon the effective date of a tariff in 1997,
we also became  authorized  to provide  domestic  interstate  telecommunications
services in accordance with its tariffs.  Financial Intranet was also authorized
to offer intrastate telephone services in New York, Texas, California,  Florida,
New Jersey,  Connecticut and Colorado.  Beginning in 1997 we offered  interstate
and intrastate long distance service. In October 1997,  Financial Intranet began
providing communications services to broker/dealers. In April 1999, we signed an
agreement with Global  Crossing  (formerly  Frontier  Communications)  to resell
communication  services  to  end-users.  Financial  Intranet  derived  its  1999
revenues from the resale of communications services.

         We launched a  financial  web site in July 1998,  and began  delivering
video-on-demand  on it in 1998. We began using data mining  software to take the
information  gathered  on the web site and  generate  live  customer  leads  for
broker/dealers in 1998. We added chat rooms and messages boards in January 1999,
completely  redesigned it in the second  quarter of 2000, but also shut it down,
and discontinued our operations in the United States,  by the end of that second
quarter due to market conditions, funding constrictions,  and lack of commercial
acceptance.

         In the first quarter of 2000, we  significantly  expanded the scope and
reach of our business by purchasing a web site and e-mail  magazine,  both based
in the People's Republic of China, with an estimated 800,000 users.

         In the second  quarter of 2000,  as we  discontinued  our United States
operations  and  continued  to actively  run only that  portion of our  business
represented by the purchased  Chinese  assets,  we also began to actively pursue
options that may lead to the merger,  sale or other  transaction  involving  our
United States entity.

        We may also expand our Chinese  operations  through  the  acquisition of
companies that provide  complementary  services to our assets  acquired  through
Longyin Network  Technology Co., Ltd, an Internet  content  provider that should
provide content  providers with an initial  audience of over 800,000 users based
in China;  however,  no  additional  acquisition  is imminent at this time.  Any
acquisition  that requires  payment of a cash purchase price will likely require
outside  financing.  Other issues to be resolved in an  acquisition  include the
assimilation  of  the  operations,  management  and  products  of  the  acquired
companies. We cannot be sure that we will complete any foreign acquisitions.

                                        2

<PAGE>

Government regulation

         As our only  operations  are those  based in the  People's  Republic of
China,  there are  uncertainties  surrounding  its standing  within that foreign
community. We have obtained the necessary business licenses and permits in order
to remain in good standing with the current  regulations as they exist in China,
but there are no assurances that any new  restrictions may be placed on entities
either with foreign  ownership  or within the lines of business  under which the
entity in China operates.

Employees

         As of March 31, 2001 Financial  Intranet had one full-time  employee in
the United States and ten full time employees in China.  There is one officer in
the United States; they are not represented by a collective bargaining agreement
and management believes it has good relations with its employees.

Item 2.  Properties

         On April 16, 2001 Financial Intranet's principal executive offices were
relocated to 90 Grove Street,  Ridgefield,  Connecticut,  in an executive office
building.  The lease term is on a  month-to-month  basis.  The square footage is
approximately  500 square feet.  Prior to the relocation our offices were at 116
Radio Circle,  Mount Kisco,  NY 10549.  Our  subsidiary in China,  E-Trend rents
1,200 square feet of office space on an annual basis for $13,500.00.

Item 3.  Legal proceedings

         On or about July 23, 1998, H & H  Acquisition Corporation, individually
and purportedly on behalf of Financial  Intranet,  commenced an action in United
States District Court,  Southern District of New York entitled H & H Acquisition
Corp.,  individually  and on behalf of  Financial  Intranet,  Inc. v.  Financial
Intranet Holdings,  Financial Intranet, Inc., Ben Stein, Interwest Transfer Co.,
Steven A. Sanders,  Michael  Sheppard,  Maura Marx,  Henry A. Schwartz,  Leonard
Gotshalk,  Gotshalk  Enterprises,  Law  Office of Steven A.  Sanders,  P.C.  and
Beckman,  Millman & Sanders,  LLP, 98 Civ.  5269. The action's  principal  basis
appears to be plaintiff's  claim that - Ben Stein wrongfully claims ownership of
shares of common stock that Stein agreed to purchase from  plaintiff.  According
to plaintiff,  these shares belong to plaintiff.  The plaintiff  asserts sixteen
causes of action. Only some make allegations against Financial Intranet, Michael
Sheppard and Maura Marx, a former officer. The plaintiff alleges:

    o     Mr. Sheppard  and  Ms. Marx  assisted  defendants  Stein and Financial
          Intranet  Holdings (a company owned by Mr. Stein) in converting  stock
          which  plaintiff  allegedly owns.  Plaintiff  seeks damages  allegedly
          sustained because of the alleged conversion.

    o     Mr.  Sheppard and  Ms.  Marx assisted  in  defrauding  plaintiff  with
          respect  to  the  stock  plaintiff  claims.  Plaintiff  seeks  damages
          allegedly sustained because of the alleged fraud.

    o     Plaintiff  alleges  in  a  derivative  claim, purportedly on behalf of
          Financial Intranet:  that Mr. Sheppard and Ms. Marx permitted issuance
          of shares to defendant Gotshalk without proper  consideration and at a
          price lower than that offered to a company  introduced  by  Plaintiff;
          that they refused to allow  plaintiff to purchase  additional  shares;
          that Mr.  Sheppard and Ms. Marx  permitted  Financial  Intranet to pay
          defendant  Schwartz  monies  which  should  not have  been  paid,  and
          authorized issuance of stock to Schwartz without proper authority; and
          that  Mr.  Sheppard  and Ms.  Marx  caused  the  issuance  of stock to
          themselves without proper authority. Plaintiff seeks damages allegedly
          sustained for these alleged wrongful acts.

                                       3
<PAGE>


    o     A  derivative   claim   purportedly  on  behalf of Financial  Intranet
          seeking an order  directing the holding of a shareholders  meeting and
          rescission  of actions  determined  to be improper by the Court or its
          designee. A shareholders meeting was held in December 1998.

    o     Financial  Intranet   and  its  former   transfer   agent   wrongfully
          transferred  shares  belonging  to  plaintiff  to a third  party.  The
          transfer agent has asserted a claim against us seeking indemnification
          for any liabilities incurred by the transfer agent in this action.

    o     Plaintiff is  entitled to $2,500,  plus interest,  from us for alleged
          breach of contract. Financial Intranet settled this cause of action.

         Plaintiff  also seeks an  accounting  from Mr.  Sheppard,  among  other
defendants, for damages Financial Intranet allegedly suffered.

         Financial Intranet,  Mr. Sheppard and Ms. Marx believe that the  claims
against Financial Intranet,  Mr. Sheppard and Ms. Marx are without merit and are
vigorously defending the action.  Financial Intranet,  Mr. Sheppard and Ms. Marx
have filed responses to the claims against them. The responses deny all material
allegations of the complaint and the claim asserted by the transfer  agent,  and
asserts a variety of defenses.  Discovery is in its early stages. We cannot make
any assurances about the litigation's outcome. If the plaintiff prevails against
us, we could be adversely affected.


Item 4.  Submission of Matters to a vote of Security holders

On December 14, 2000 a special  meeting of the  stockholders  of the Company was
held to consider a proposal to increase the authorized  common stock,  par value
$0.001 per share (the  "Common  Stock"),  of the  Company  to  500,000,000  from
100,000,000 shares. The proposal was approved.  Information concerning the votes
cast at such meeting is set forth below.

NUMBER OF VOTES CAST

For: 44,563,022

Against: 1,243,022

Abstentions: 52,700

Broker Non-Votes: 0


                                       4

<PAGE>



                                     PART II

Item 5.  Market for Common Equity and Related Shareholder Matters

         Until  March 30, 2001 our common  stock was traded on the OTC  Bulletin
Board under the symbol FNTN. On April 2, 2001 our trading  symbol was changed to
FNIT.  Prior to our initial  public  offering  on October 8, 1999,  there was no
public trading market for such shares.  The following  table sets forth the high
and low closing bid quotations for the Company's common stock:

                  Fiscal Year                    High          Low

                  2000
                  First Quarter                 $0.93         $0.14
                  Second Quarter                $0.6406       $0.125
                  Third Quarter                 $0.1875       $0.1094
                  Fourth Quarter                $0.125        $0.0312

                  1999
                  First Quarter                 $1.58         $0.56
                  Second Quarter                $1.3125       $0.75
                  Third Quarter                 $0.77         $0.37
                  Fourth Quarter                $0.39         $0.11

                  1998
                  First Quarter                 $0.547        $0.219
                  Second Quarter                $0.95         $0.22
                  Third Quarter                 $1.99         $0.58
                  Fourth Quarter                $1.00         $0.41

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up, markdown or commission. These quotes are not necessarily representative
of actual  transactions  or of the value of our  common  stocks,  and are in all
likelihood  not based upon any  recognized  criteria of securities  valuation as
used in the investment banking community.

         As of March 31, 2001 there were  approximately 60 record holders of our
company's common stock and an estimated 2300 beneficial owners.

         Dividend Policy

         Financial  Intranet  has not paid and does not  anticipate  paying  any
dividends on its common stock in the foreseeable future. The payment of any cash
dividends  will be at the  discretion  of the  board  of  directors  and will be
dependent  upon  our  results  of  operations,   financial  condition,   capital
requirements,  contractual restrictions and other factors deemed relevant by the
board.

                                       5
<PAGE>


Item 6.  Management's Discussion and Analysis or Plan of Operations

Overview

           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward Looking Statements

         This management discussion contains certain forward-looking  statements
as identified by the use of words like "expects",  "believes", and "anticipates"
and other similar phrases.  Such statements reflect management's current view of
future  financial   performance   based  on  certain   assumptions,   risks  and
uncertainties.  If any  assumptions,  risk or uncertainty  factors change,  such
changes may have a material impact on actual financial  results.  The Company is
under no obligation to revise any forward-looking  statements  contained herein,
which are as of the date  hereof.  Readers  are  cautioned  to not  place  undue
reliance on any forward-looking statements contained in this discussion.

         The following  discussion  of the results of  operations  and financial
condition of Financial Intranet, Inc. for the years in the two year period ended
December 31, 2000,  should be read in conjunction  with the Company's  Financial
Statements and related notes thereto and schedules  included  elsewhere  herein.
The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes included elsewhere in this Form 10-KSB.

Financial Intranet,  Inc. is a Nevada corporation that has activities  conducted
only through its indirectly  wholly owned  subsidiary doing business in China as
an Internet content  provider.  It has discontinued its operations in the United
States and is actively  pursuing  options for sale,  merger or  acquisition.  An
acquisition has been completed in the second quarter.

Results of operations:

         Year ended  December  31, 2000  compared  with year ended  December 31,
1999.

Revenue

Do to the  discontinuance  of our  operations;  we eliminated all of the revenue
associated  with our  activities in the United  States,  and as such only report
earnings  consolidated  through our Chinese  subsidiary.  Such  revenue  totaled
$2,833 for the year ended December 31, 2000 versus none for the prior year.

Cost of revenue

Do to the  discontinuance  of our operations,  we eliminated all of the costs of
revenue  associated  with our activities in the United States,  and as such only
report  such costs  consolidated  through  our  Chinese  subsidiary.  Such costs
totaled  $28,031 for the year ended  December 31, 2000 versus none for the prior
year.

                                       6
<PAGE>

Selling, General and Administrative Expenses

Selling, General and administrative expenses consist primarily of:

o employee  compensation  and  related  expenses  (including  payroll  taxes and
  benefits)  for  executive  personnel,

o licensing,  insurance,  legal and other professional  fees,  and

o facility  and  office-related  costs  such as  rent, insurance and telephone.

Selling,  general and  administrative  expenses increased 80.6% from $549,181 in
1999 to $991,900 in 2000 principally due to increased  payroll and office costs,
as well as higher  legal fees.  Management  expects  general and  administrative
expenses to decrease in future periods depending on the acquisition activities.

Stock compensation expense

Compensation  expense resulting from the issuance of common stock and options to
purchase  common  stock to  officers,  outside  consultants  and  lawyers of the
Company equaled $508,075 in 1999 and $370,704 in 2000.

Other financing-related expenses

Interest Expense
Interest  expense  consists  of interest  accrued on loans and notes  payable to
officers.  Other expense  included in interest  expense consists of the value of
common  stock,  warrants  and  convertible  notes with  conversion  prices below
market. These expenses equaled $ 506,667 in 2000.

Depreciation and amortization

Depreciation  and  amortization  consists  primarily of depreciation of computer
equipment and  amortization of software  development  costs.  These costs were $
567,120 in 2000.

Other income and expense

Other income  consists  principally  of interest  from  short-term  investments.
Interest and other income increased to $69,706, in 2000 from $5,918 for the year
ended December 31, 1999.

Income taxes

No provision  for federal and state income taxes has been  recorded as Financial
Intranet incurred net operating losses in both 1999 and 2000. Financial Intranet
had  approximately  $3,000,000 of net  operating  loss carry forward for federal
income tax  purposes as of December  31, 2000.  The net  operating  loss will be
available  to offset any  future  taxable  income.  Given  Financial  Intranet's
limited  operating  history,  losses  incurred  to date  and the  difficulty  in
accurately forecasting Financial Intranet's future results,  management does not
believe  that  the  realization  of  the  potential  future  benefits  of  these
carryforwards  meets  the  criteria  for  recognition  of a  deferred  tax asset
required by generally accepted accounting  principles and,  accordingly,  a full
100% valuation allowance has been provided.

Liquidity and capital resources

We had balances of $91,368 and $160,749 in cash and cash equivalents at December
31, 1999 and December 31, 2000, respectively.


                                       7
<PAGE>

Financial Intranet had negative working capital of $80,787 at December 31, 2000.
Net cash used in operating activities was $2,069,152 for the year ended December
31, 2000. Cash used in operating activities was primarily  attributable to a net
loss of $6,716,016  partially  offset by non-cash items such as depreciation and
amortization  of  $870,303  stock  compensation  costs  of  $207,700,   loss  on
abandonment  of  operations  of $760,073 and interest  expense and debt issuance
costs  resulting  from the  issuance of common  stock and  warrants  aggregating
$506,667.  Net cash used in operating activities for the year ended December 31,
1999 was  $1,469,759,  which was  principally  due to the net loss of, offset by
non-cash  items such as  depreciation  and  amortization  of $340,608  and stock
compensation costs of $508,075.

Net cash used in investing  activities  of $595,668 for the year ended  December
31, 2000 was primarily  attributable to capital expenditures of $115,661 and the
cash portion of the LNT acquisition of $400,000.

Net cash provided by investing activities of $64,604 for the year ended December
31, 1999.

Net cash provided by financing  activities  for the year ended December 31, 2000
was $2,734,201  and consisted  primarily of proceeds from the issuance of common
stock and convertible promissory notes.

Net cash provided by financing  activities  for the year ended December 31, 1999
was  $1,347,278  and  consisted  primarily  of  proceeds  from the  issuance  of
promissory notes of $1,220,000.

Financial Intranet has satisfied its cash requirements  primarily through public
and private placements of common stock, warrants and debentures convertible into
shares of  common  stock,  as well as the  issuance  of common  stock in lieu of
payment for services.  Also,  officers have loaned  Financial  Intranet funds as
needed to provide working capital.

In 1998, we raised $1,500,000 through the sale of convertible debentures,  which
debentures were subsequently converted into 7,505,057shares of common stock.

On February 8, 1999, Financial Intranet issued a 7% convertible  promissory note
in the principal amount of $600,000.  The note was  subsequently  converted into
1,500,000 shares of common stock.

On July 20, 1999, we issued an 8% convertible  promissory  note in the principal
amount of $500,000 to one  accredited  investor  with a maturity date of October
20,  1999.  In  conjunction  with the issuance of the note,  Financial  Intranet
issued warrants to purchase  200,000 shares of common stock for $0.50 per share.
The Note has been converted into 4,000,778  shares.  We used the proceeds of the
promissory  note for general  working capital and repayment of past due accounts
payable.

On September 27, 1999, we issued an 8% promissory  note in the principal  amount
of $120,000 with a maturity date of December 26, 1999.  The proceeds of the note
were  used for  general  working  capital  and  repayment  of past due  accounts
receivable; the note was repaid in cash.

We raised  $2,450,000  through a public  offering of common stock  commencing in
October  1999,  with  $700,000  raised in the fourth  quarter of that year.  The
proceeds were applied to general working capital,  repayment of accounts payable
and expansion of our services.

During 2000, we entered into a series of private financings  totaling $1,215,000
with Garth LLC  through  the  issuance  of  convertible  promissory  notes,  the
proceeds  of which were used for  working  capital.  Of such  principal  amount,
$1,140,000  was  converted  on  November  1, 2000 by Garth  LLC into  38,932,172
restricted shares of Common Stock.

                                       8
<PAGE>



From time to time,  officers have loaned  Financial  Intranet funds as needed to
provide working capital.  Financial  Intranet issued three  outstanding notes in
favor  of Ben B.  Stein,  a  shareholder,  consultant  and  former  officer  and
director.  The original  principal  amount of the notes was  $60,889.  Mr. Stein
agreed on March 3, 1999 to apply the outstanding  principal  amount of the notes
and all accrued interest to the exercise of options in lieu of a cash payment by
Financial Intranet.  We had an outstanding note in favor of Michael Sheppard for
$36,115 (plus accrued interest) due on demand, which note was repaid in 2000.

We  believe  that the  $285,000  cash  proceeds  from the  issuance  of  certain
convertible  notes of Company common stock in the fourth quarter of 2000 and the
first quarter of 2001 will be sufficient to meet anticipated  cash  requirements
through  the  first  quarter  of 2001.  Financial  Intranet  does not  expect to
generate  positive  cash flow from  operations  in the short  term,  and  unless
Financial  Intranet obtains financing through  additional  sources by the end of
the first  quarter of 2001,  there is  substantial  doubt  about its  ability to
continue as a going  concern.  Revenue for the year ended  December 31, 2000 was
adversely  affected  by the  discontinuance  of US  operations.  There can be no
assurance that any required  additional  capital will be available on reasonable
terms, if at all, at such time as required by Financial Intranet.

We anticipate that we can continue,  in the ordinary course of business and with
additional financing  transactions,  whether such financings are from additional
offerings or other sources, to continue our existence in the US through June 30,
2002

FACTORS AFFECTING OUR OPERATING RESULTS, BUSINESS PROSPECTS AND STOCK PRICE

         This report on Form 10-KSB  contains  forward-looking  statements  that
involve risks and  uncertainties.  The factors  described  below,  among others,
could cause our actual results to differ materially from those anticipated.

Investors can have  difficulty  evaluating  our  prospects  because we commenced
business in the fall of 1998,  discontinued  them in the United  States in 2000,
and have a limited operating history in China for investors to analyze.

     We have discontinued our US operations and are generating  limited revenues
     from our Chinese subsidiary. You should consider our report in light of the
     risks, expenses and difficulties  frequently  encountered by new businesses
     operating in foreign markets.

Our  projected  losses  raise  substantial  doubt  about our ability to continue
operations unless we obtain financing or generate adequate revenues.

     Unless we generate sufficient revenues or obtain financing,  our operations
     raise  substantial  doubt about our ability to continue as a going concern.
     We had net  losses  of  $817,430  for the year  ended  December  31,  1997,
     $2,141,978  for the year ended  December 31, 1998,  $3,692,029 for the year
     ended  December  31, 1999 and  $6,716,016  for the year ended  December 31,
     2000. We have had limited revenues since inception. We had no revenues from
     inception through December 31, 1997. We had revenues of $89,169 in 1998, no
     revenues  for the year ended  December  31,  1999 and  $2,833,  taking into
     consideration the  discontinuance of our US operations,  for the year ended
     December 31, 2000. We expect to incur  up-front  operating  costs to expand
     our  marketing  efforts  globally  from our Chinese  subsidiary,  which may
     result in further  losses.  We will not be profitable  until we establish a
     broader customer base for our services and derive substantial revenues from
     the sale of services in China.
                                       9

<PAGE>

We currently have no assured sources for additional  financing,  and our success
may depend on our ability to obtain further financing.

     We  anticipate   that  our  working  capital  will  satisfy  our  financial
     requirements  for at  least 15  months,  and we have no  readily  available
     additional  sources of funds without a stock sale or issuance of additional
     securities.  We may not be able to obtain  funding  on a timely  basis,  on
     favorable  terms,  or at  all.  We do not  have a  credit  facility  or any
     committed source of financing and may be unable to fund ongoing operations.

Our  potential  issuance of shares upon the exercise of options or conversion of
promissory  notes at prices  below the  offering  price could  reduce the market
price of our stock.

     The  purchase  of our  stock  by these  investors  or  their  potential  of
     purchases  at below  market price may reduce the market price of our stock.
     We have issued stock options, warrants and convertible notes to persons who
     invested in us or provided goods, services or credit. These people have the
     right to purchase up to 32,785,279 shares at various prices.

The price of our stock may  decrease  as a result of sales of stock that are not
currently freely tradable.

     42,514,552  of common  stock  held by  present  shareholders  have not been
     registered  under the  Securities  Act of 1933. The stock can be sold under
     Rule  144.  Sales of  substantial  amounts  of stock  under  Rule 144 could
     adversely  affect the market price of the shares and make it more difficult
     for us to sell our stock in the future.

The risk of doing business in the People's Republic of China.

     We have purchased an Internet content provider in the People's  Republic of
     China,  which although  presenting a good opportunity to immediately expand
     our user base and offer additional  opportunities to expand worldwide in an
     uncharted new  marketplace,  still presents  possible  unforeseen  risks of
     doing business in a new,  foreign and  government run society.  There is no
     assurance  that laws that may be  enacted  may  prove to be  oppressive  to
     foreign-owned   companies.   Our  operations  in  China  face   significant
     competition  from  companies  with greater  resources  and  experience.  In
     addition, our ability to remit capital from China may be subject to foreign
     exchange  controls,  taxes and the ability of converting  funds into United
     States dollars.

                                       10
<PAGE>
Item 7.  Financial Statements

     The  Company's  Annual   Consolidated   Financial   Statements,   Notes  to
     Consolidated  Financial  Statements  and the report of Feldman Sherb & Co.,
     P.C.,  independent  certified  public  accountants  with  respect  thereto,
     referred to in the Table Of Contents to Consolidated  Financial Statements,
     appear elsewhere in this report beginning on page F-1.


                                       11
<PAGE>
                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                              FINANCIAL STATEMENTS


                                      INDEX

                                                                      Page
                                                                     Number
                                                                    --------
INDEPENDENT AUDITORS' REPORT                                          F - 2
CONSOLIDATED FINANCIAL STATEMENTS:
      Balance Sheet at December 31, 2000                              F - 3
      Statements of Operations For the Years Ended
               December 31, 2000 and 1999                             F - 4
      Statement of Changes in Stockholders' Equity                    F - 5
      Statements of Cash Flows For the Years Ended
               December 31, 2000 and 1999                         F - 6 - F - 7

      Notes to Financial Statements                               F - 8 - F - 18




<PAGE>



                         REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders' of
Financial Intranet, Inc. and Subsidiary

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Financial Intranet,  Inc. and Subsidiary as of December 31, 2000 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2000,  and  1999.  These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Financial Intranet,
Inc. and  Subsidiary  as of December 31, 2000 and the results of its  operations
and its cash flows for the years ended December 31, 2000, and 1999 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 experienced recurring losses and negative
cash flows since its inception and has an  accumulated  deficit.  The Company is
dependent on continued  financing  from  investors to sustain its activities and
there is no assurance that such financing will be available. These factors raise
substantial  doubt about the Company's  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.


                                                    /s/Feldman Sherb & Co., P.C.
                                                       Feldman Sherb & Co., P.C.

New York, New York
March 1, 2001

                                       F-2
<PAGE>


                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

                                     ASSETS

CURRENT ASSETS:
     Cash                                                   $         160,749
                                                                ----------------
         TOTAL CURRENT ASSETS                                         160,749

EQUIPMENT                                                              12,964

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net                           300,000

OTHER ASSETS                                                           27,236
                                                                ----------------

                                                            $         500,949
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                  $         241,536
                                                                ----------------
         TOTAL CURRENT LIABILITIES                                    241,536
                                                                ----------------

NOTE PAYABLE                                                           10,000

STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value;
         500,000,000 shares authorized,
          85,163,416 issued and outstanding                            85,163
     Additional paid-in capital                                    13,653,701
     Accumulated deficit                                          (13,489,451)
                                                                ----------------
         TOTAL STOCKHOLDERS' EQUITY                                   249,413
                                                                ----------------

                                                            $         500,949
                                                                ================




                       See notes to consolidated financial
                                  statements.

                                       F-3


<PAGE>
                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                  Year Ended December 31,
                                              ----------------------------------
                                                   2000               1999
                                              -------------    ----------------


REVENUE                                   $          2,833   $               -
                                              -------------    ----------------

OPERATING COSTS AND EXPENSES:
 Selling, general and administrative               991,900             549,181
 Depreciation and amortization                     567,120                   -
 Stock compensation expense                        458,204             508,075
                                              -------------    ----------------
                                                 2,017,224           1,057,256

LOSS FROM OPERATIONS                            (2,014,391)         (1,057,256)
                                              -------------    ----------------

OTHER INCOME (EXPENSES):
 Interest income                                    69,706               5,918
 Interest expense                               (1,498,701)         (1,466,596)
 Other                                             (60,693)                  -
 Loss on impairment of long-lived assets        (1,787,125)                  -
                                              -------------    ----------------
  TOTAL OTHER EXPENSES                          (3,276,813)         (1,460,678)
                                              -------------    ----------------

NET LOSS FROM CONTINUING OPERATIONS             (5,291,204)         (2,517,934)

DISCONTINUED OPERATIONS                         (1,512,312)         (1,174,095)
                                              -------------    ----------------

NET LOSS                                  $     (6,803,516)  $      (3,692,029)
                                              =============    ================

BASIC AND DILUTED NET LOSS PER
 COMMON SHARE:
   Continuing operations                  $          (0.10)  $           (0.10)
   Discontinued operations                           (0.03)              (0.05)
                                              -------------    ----------------
   Net loss to common stockholders        $          (0.13)  $           (0.15)
                                              =============    ================

NUMBER OF SHARES USED IN CALCULATING BASIC
 AND DILUTED NET LOSS PER SHARE                 53,188,567          23,821,346
                                              ===============  ================


                       See notes to consolidated financial
                                  statements.

                                       F-4
<PAGE>
                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                             Common stock              Additional        Deferred
                                     ------------------------------    Paid - in          Stock           Accumulated
                                          Shares          Amount        Capital         Compensation        Deficit          Total
                                     -------------  ---------------  --------------   -----------------   ------------    ----------
<S>                                        <C>            <C>             <C>                  <C>             <C>             <C>

Balance - December 31, 1998            20,561,048  $     20,561     $  4,079,186     $      (1,062,878)  $ (2,993,906)   $   42,963

 Warrants issued in
  connection with private
  placement of debt                          -             -             453,904                  -              -          453,904
 Issuance of warrants and
  beneficial conversion
  feature on debt financing                  -             -           1,100,000                  -              -        1,100,000
 Issuance of stock in lieu
  of fees on December
  1998 private placement                   25,000            25           14,725                  -              -           14,750
 Issuance of stock to
  principals in consideration
  for employment services                 611,636           611          458,115                  -              -          458,726
 Issuance of stock resulting
  from exercise of warrants                 5,812             6               (6)                 -              -             -
 Issuance of stock to Founder
  for exercise of options                 879,685           880          166,260                  -              -          167,140
 Issuance of stock in lieu
  of fees on February
  1999 private placement                   30,000            30           33,870                  -              -           33,900
 Issuance of stock upon
  conversion of notes                   4,612,768         4,613          965,942                  -              -          970,555
 Beneficial conversion
  feature of debt financing                  -             -             166,667                  -              -          166,667
 Warrants issued for
  consulting services                        -             -             148,103                  -              -          148,103
 Issuance of stock in lieu
  of legal fees                           306,566           307           65,634                  -              -           65,941
 Issuance of stock as a result
  of debt conversion                      182,315           182           50,684                  -              -           50,866
 Issuance of stock pursuant
  to public offering                    2,545,455         2,545          298,926                  -              -          301,471
 Issuance of stock in lieu
  of fees in connection with
  private placement of debt and
  public offering, net
  of expenses                              70,910            71           21,984                 -               -           22,055
 Amortization of compensatory
  stock options                              -             -                -                 154,254            -          154,254
 Cancellation of debt by
  shareholder                                -             -              10,000                 -               -           10,000
 Cancellation of stock options               -             -            (524,521)             419,616            -         (104,905)
 Net loss                                    -             -                -                    -         (3,692,029)   (3,692,029)
                                   ----------------    ------------  --------------   -----------------    -----------  ------------

Balance - December 31, 1999            29,831,195       29,831         7,509,473             (489,008)     (6,685,935)      364,361

 Issuance of stock in
  lieu of legal fees                      150,000           150           20,850                 -               -           21,000
 Issuance of stock upon
  conversion of notes                  44,899,494        44,899        1,728,798                 -               -        1,773,697
 Issuance of stock in
  lieu of consulting fees               2,260,000         2,260           69,740                 -               -           72,000
 Issuance of stock pursuant
  to public offering,
  net of expenses                       6,363,636         6,364        1,551,636                 -               -        1,558,000
 Issuance of stock resulting
  from exercise of warrants               100,000           100           19,900                 -               -           20,000
 Issuance of stock in lieu
  of financing fees                       109,091           109           29,891                 -               -           30,000
 Issuance of stock upon
  acquisition                           1,450,000         1,450        1,347,050                 -               -        1,348,500
 Stock based compensation                    -             -             295,200                 -               -          295,200
 Beneficial conversion                       -             -             506,667                 -               -          506,667
 Issuance of warrants in
  connection with acquisition                -             -             900,500                 -               -          900,500
 Amortization of deferred
  stock compensation                         -             -                   -              163,004            -          163,004
 Write-off of unamortized
  deferred stock compensation                -             -            (326,004)             326,004            -             -
 Net loss                                    -             -                -                    -         (6,803,516)   (6,803,516)
                                 ----------------    --------------  --------------   -----------------   ------------   -----------


Balance - December 31, 2000            85,163,416   $    85,163     $ 13,653,701  $              -       $(13,489,451) $    249,413
                                 ================    ==============  ==============   =================   ============   ===========
</TABLE>
                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Year Ended December 31,
                                                       -------------------------
                                                           2000          1999
                                                       -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                            $ (5,291,204) $ (2,517,934)
                                                       -----------   -----------
 Adjustments to reconcile
  net loss to net cash used
  in operating activities:
   Loss from discontinued
    operations                                         (1,512,312)   (1,174,095)
   Depreciation and amortization                          707,299       340,608
   Loss on abandonment of assets                          760,073          -
   Amortization of stock compensation                     163,004          -
   Beneficial conversion                                  506,667          -
   Loss on impairment of
    long-lived assets                                   1,787,125          -
   Stock based compensation                               295,200       508,075
   Issuance of stock in lieu of legal fees                 21,000          -
   Issuance of stock in lieu of consulting fees            72,000       427,989
   Write-off of deferred debt issuance costs              394,747          -
   Issuance of stock in lieu of financing fees             30,000          -
   Issuance of stock resulting from
    exercise of warrants                                     -        1,415,964

 Changes in assets and liabilities:
  (Increase) decrease in accounts receivable               66,793       (22,723)
  (Increase) decrease in prepaid expenses                   9,274        (4,896)
  (Increase) decrease in other assets                       6,023        (7,102)
  Decrease in accounts payable and
   accrued liabilities                                    (71,640)     (458,392)
  (Decrease) increase in deferred rent                    (13,201)       13,201
  Accrued interest converted into common stock               -            9,546
                                                       -----------   -----------
                                                        3,222,052     1,048,175
                                                       -----------   -----------

NET CASH USED IN OPERATING ACTIVITIES                  (2,069,152)   (1,469,759)
                                                       -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                      (115,661)       68,114
 Capitalized software development costs                   (80,007)       (3,510)
 Cash portion of LNT acquisition                         (400,000)         -
                                                       -----------   -----------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                    (595,668)       64,604
                                                       -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of promissory notes                  -        1,220,000
 Issuance of stock for interest
  on convertible notes                                     45,572          -
 Proceeds from issuance of warrants                        20,000          -
 Proceeds from notes payable                            1,150,000          -
 Proceeds from issuance of common stock                 1,558,000       181,471
 Loans from officer                                       (39,371)        5,074
 Advances from (payment to) officers                         -          (59,247)
                                                       -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES               2,734,201     1,347,298
                                                       -----------   -----------

INCREASE (DECREASE) IN CASH                                69,381       (57,857)

CASH - BEGINNING OF YEAR                                   91,368       149,225
                                                       -----------   -----------

CASH - END OF YEAR                                   $    160,749  $     91,368
                                                       ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:

 Cash paid for interest                              $       -     $      3,438
                                                       ===========   ===========

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION: - continued

The following noncash  transactions  occurred during the year ended December 31,
1999:
     12,500 shares of the  Company's  common stock were issued at par value each
         to two  financial  advisors  as part of their  fees for  structuring  a
         December 1998 private placement
     611,636  shares  of  the  Company's  common  stock  were  issued  to  three
         principals  of the Company in  consideration  for  employment  services
         valued at $458,726
     5,812  shares of the  Company's  common  stock were  issued to a  financial
     advisor for  exercise of warrants  15,000  shares of the  Company's  common
     stock were issued to each of two financial advisors as part of
         their fees for structuring a February 1999 private placement
     879,685 shares of the Company's common stock were issued to Barry Stein for
         aggregate  consideration of $167,140 in payroll and officers loans owed
         by the Company, upon exercise of options
     600,000 shares of the Company's  common stock were issued to an investor as
     a result of debt  conversion  Additional  paid-in  capital was decreased by
     $524,521 and stock compensation costs were credited for $104,905
         as a result of an amended  contract for the founder wherein the Company
         cancelled  stock options to purhcase  1,140,262  shares of common stock
         preciously granted in 1998 at an exercise price of $.19 per share
     A   credit  in the  amount  of  $81,081  was  received  from a vendor as an
         adjustment to the purchase price of certain computer  equipment and the
         balance due to the vendor
     11,111 shares of the  Company's  common stock valued at $10,000 were issued
     in payment of legal fees 900,000 shares of the Company's  common stock were
     issued to an investor as a result of debt conversion  182,315 shares of the
     Company's  common  stock  were  issued to an  investor  as a result of debt
     conversion  70,910  shares of the  Company's  common stock were issued to a
     financial advisor for services in structuring
         a private placement of debt and public offering of securities
     145,455 shares of the Company's  common stock valued at $22,023 were issued
     in payment of legal fees  1,250,000  shares of the  Company's  common stock
     were issued to an investor as a result of debt conversion 150,000 shares of
     the  Company's  common  stock  valued at $33,918  were issued in payment of
     legal fees 1,862,768 shares of the Company's common stock were issued to an
     investor as a result of debt conversion

The  following noncash transactions  occurred during the year ended December 31,
     2000:  1,450,000  shares  of the  Company's  common  stock  issued  for the
     purchase of LNT valued at  $1,348,500  Issued  warrants for the purchase of
     LNT valued at $900,500  150,000 shares of the Company's common stock valued
     at $21,000  were issued in payment of legal fees  44,899,494  shares of the
     Company's  common  stock  were  issued to an  investor  as a result of debt
     conversion 2,260,000 shares of the Company's common stock valued at $72,000
     were issued in payment of consulting  fees 100,000  shares of the Company's
     common  stock were issued for  exercise of warrants  109,091  shares of the
     Company's  common stock were issued in lieu of financing  fees Write-off of
     unamortized deferred stock compensation of $326,004





                 See notes to consolidated financial statements.

                                       F-7


<PAGE>

                    FINANCIAL INTRANET, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

1.       ORGANIZATION

         Financial  Intranet,  Inc. (the  "Company"),   formerly Wee Wees,  Inc.
         (which was formerly Alexis & Co.) is a  Nevada corporation incorporated
         on December  16,  1993.  The founder of  the Company  acquired  all the
         outstanding  shares of Wee Wees,  Inc.  and  commenced  the   Company's
         current business on  December 17, 1996. The Company's  revenues through
         December 31, 2000  have been from the resale of telephone  usage in the
         United States.  In August 2000 the Company decided to discontinue these
         operations.   In March 2000 the Company purchased the assets of Longyin
         Network Technology Co. ("LNT") a Chinese Internet provider.

2.       GOING CONCERN

         The accompanying  financial  statements have been prepared assuming the
         Company will  continue as a going  concern.  At December 31, 2000,  the
         Company  has a negative  working  capital of  $80,787.  The Company has
         experienced  significant  losses  since  its  inception  and  there  is
         substantial  doubt that it will be able to  continue  as going  concern
         without additional  funding.  In 2000, the Company raised an additional
         $2,708,000 in equity  financing and  management  intends to continue to
         seek additional  financing to fund its operations although there can be
         no assurances that any such financing will be available.  The financial
         statements  do not  include  any  adjustments  that might be  necessary
         should the Company be unable to continue as a going concern.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         B.       Cash and cash  equivalents - The Company  considers all highly
                  liquid temporary cash investments with an original maturity of
                  three months or less when purchased, to be cash equivalents.

         C.       Revenue recognition - Revenues are recognized when  goods  are
                  shipped or services are performed.

         D.       Principles of Consolidation - The financial statements include
                  the accounts of the Company and Subsidiary.   All  significant
                  intercompany  balances  and  transactions have been eliminated
                  in consolidation.


                                       F-8

<PAGE>





         E.       Property and Equipment - Property and  equipment are  recorded
                  at cost.  Expenditures  for major additions and  betterment's
                  are  capitalized.  Maintenance  and  repairs  are  charged  to
                  operations  as  incurred.   Depreciation    of   property  and
                  equipment is computed by the   straight-line  method  over the
                  assets  estimated  useful lives.  Leasehold  improvements  are
                  amortized  over  the lesser of the lease term or  the  asset's
                  useful life.  Upon sale  or retirement of plant and equipment,
                  the  related  cost and  accumulated  depreciation  are removed
                  from  the  accounts  and  any  gain  or loss is  reflected  in
                  operations.

         F.       Fair value of financial  instruments  - The  carrying  amounts
                  reported in the balance sheet for cash,  accounts  payable and
                  accrued   expenses   approximate   fair  value  based  on  the
                  short-term  maturity of these instruments.  The Company's note
                  payable  approximates  the fair value of such instrument based
                  upon  management's  best estimate of interest rates that would
                  be   available   to  the   Company   for   similar   financial
                  arrangements.

         G.       Impairment of long - lived assets - In  the event  that  facts
                  and  circumstances   indicate that the cost of an asset may be
                  impaired,   an   evaluation   of   recoverability   would   be
                  performed.   If  an  evaluation  is  required,  the  estimated
                  future   undiscounted  cash  flows  associated  with the asset
                  would  be  compared   to   the  asset's   carrying  amount  to
                  determine  if  a  write-down  to market value is required.  At
                  December 31, 2000,  the  Company  wrote off  $1,787,125 due to
                  impairment.  The Company  believes  that the balance of long -
                  lived   assets  in   the    accompanying   balance   sheet  is
                  appropriately valued.

         H        Income  Taxes - The Company  follows  Statement  of  Financial
                  Accounting  Standards  No. 109 - Accounting  for Income Taxes,
                  which   requires   recognition  of  deferred  tax  assets  and
                  liabilities for the expected future tax consequences of events
                  that have been  included in the  financial  statements  or tax
                  returns.   Under  this   method,   deferred   tax  assets  and
                  liabilities are based on the differences between the financial
                  statement  and tax  bases  of  assets  and  liabilities  using
                  enacted  tax  rates  in  effect  for  the  year in  which  the
                  differences are expected to reverse.

         I.       Capitalized software development costs - Capitalized  software
                  development   costs   represent  the costs of  developing  and
                  enhancing  an  Internet  presence on the  Company's  web site.
                  These  costs  are   being   capitalized  and  amortized  on  a
                  straight - line  basis over their  estimated life of two years
                  in  accordance  with  Statement of Position 98-1,  "Accounting
                  for  the  Cost of Computer Software  Developed or Obtained for
                  Internal  Use."    Amortization    of   capitalized   software
                  development  costs was  $193,342   (including  write-off)  and
                  $61,190   for  the years  ended  December  31,  2000 and 1999,
                  respectively.






                                       F-9

<PAGE>



         J.       Earnings (loss) per  share - Accounting  Standards   No.  128,
                  "Earnings Per Share" ("SFAS 128") requires  the   presentation
                  of  basic   and  diluted  earnings  per share  ("EPS").  Basic
                  earnings  (loss)   per  share  is  computed  by  dividing  net
                  earnings  (loss)  available   to  common  stockholders  by the
                  weighted - average  number of common shares outstanding during
                  the period.  Diluted  earnings (loss) per share is computed by
                  dividing  the  net  earnings   (loss) by the  weighted-average
                  number  of   common   shares   and   dilutive   common   stock
                  equivalents  outstanding   during  the  period.  Common  stock
                  equivalents  have  been   excluded  from the  weighted-average
                  shares  for  2000 and 1999 because  their  inclusion  would be
                  anti-dilutive.

         K.       Stock-based compensation - The Company has elected to continue
                  to  account  for its employee  stock-based  compensation plans
                  using  the  intrinsic  value  method  prescribed by Accounting
                  Principles  Board  Opinion No. 25 ("APB No. 25"),  "Accounting
                  for  Stock  Issued to Employees" and to disclose the pro forma
                  effect  on  net loss per share had the fair  value of  options
                  been   expenses.   Under   the   provisions  of  APB  No.  25,
                  compensation  cost  for   stock  options  is  measured  as the
                  excess,  if  any, of  the market value of the Company's common
                  stock  at  the date of the grant over the  amount an  employee
                  must pay to acquire the stock.

         L.       Recently issued accounting pronouncements - The  Company   has
                  adopted  Statement  of Financial  Accounting  Standard No. 133
                  ("SFAS No. 133"),  "Accounting  for Derivative Instruments and
                  Hedging   Activities"  for  the year ended  December 31, 2000.
                  SFAS  No.  133  establishes   a new model for  accounting  for
                  derivatives  and  hedging activities and supersedes and amends
                  a  number  of existing  standards.  The application of the new
                  pronouncement   did   not  have  a  material  impact   on  the
                  Company's financial statements.


4        PROPERTY AND EQUIPMENT


         Computer equipment               $   18,207
         Less: accumulated depreciation       (5,243)
                                          $   12,964
                                           ==========


5        COMMITMENTS

         Operating leases

         The  Company  terminated  its lease in 2000.  Rent  expense  charged to
         operations  was $33,055 and  $34,816 for the years ended  December  31,
         2000 and 1999, respectively.  The Company rents office space on a month
         to month basis.





                                      F-10

<PAGE>



         Employment agreements

         The Company had employment  agreements  with three key  executives,  of
         which one was  terminated  during the year ended  December 31, 2000 and
         the other in 2001.  The contracts  provided for the issuance of options
         to purchase  3,518,847 and 1,750,000 shares of common stock at $.19 and
         $.10 per share, respectively.  The value of the options were charged to
         compensation  expense over the term of the  employment  agreements.  As
         part of the  termination  agreements  the  Company  issued  options  to
         purchase 10,500,000 shares of common stock at $.01 per share. The value
         of 3,000,000 of these options was recorded as compensation for the year
         ended December 31, 2000. The value of the remaining  7,500,000  options
         will be recorded as compensation expense for the year ended 2001.

         The Company entered into the remaining agreement on September 12, 1997.
         This  agreement  was amended in December  1998.  The agreement is for a
         five-year  period  commencing  on  September  12, 1997 and a three year
         period commencing on August 23, 1999 and may be extended by the Company
         for an  additional  three-year  period upon  written  notice six months
         prior to the third  anniversary  of the original  term.  The  agreement
         provides for an annual bases salary of  $150,000,and  also provides for
         an option to purchase,  at any time while the  executive is employed by
         the Company,  additional  shares of the  Company's  common  stock.  The
         purchase price for such shares is $.19 per share.  All options  granted
         under the employment  agreement expire on December 31, 2002, except for
         earlier  dates  relative  to  termination.  The value of the options is
         being charged to  compensation  expense over the term of the employment
         agreement.

         Consulting agreement

         On March 3, 1999, the Company entered into a consulting  agreement with
         the Company's Founder (the "Founder")  whereby he will be retained as a
         consultant to act as Director of Brokerage  Sales on a commission  only
         basis through December 31, 2002. The terms of this consulting agreement
         include  commissions payable as a percentage of sales and reimbursement
         of certain expenses as defined in the agreement.  The Founder agreed to
         reduce the number of unexercised options held by him to purchase shares
         of the Company's  common stock from 3,640,262 to 2,500,000 shares at an
         exercise price of $.19 per share and exercised  options with respect to
         879,685 of these shares as of March 3, 1999 in exchange for  settlement
         of  $167,140  in accrued  salary  and loans owed to him by the  Company
         reducing  the  number of  outstanding  options  held by the  Founder to
         1,620,315.





                                      F-11

<PAGE>



6.       STOCKHOLDERS' EQUITY

         The  Company  had a private  placement  offering  in June 1997  whereby
         6,904,228  shares of common  stock were  issued.  The  Company  had two
         outstanding  subscription agreements from investors totaling $75,000 at
         December 31, 1997,  pursuant to which the Company  subsequently  issued
         400,000 shares of common stock in January 1998.

         On May 20, 1998, the Company  entered into  subscription  agreements to
         issue a total of $500,000 in convertible  debentures,  due November 20,
         1998. The debentures  paid 6% interest  annually,  in cash or in freely
         trading common stock of the Company,  at the Company's option until the
         principal amount was paid in full or had been converted. The debentures
         were subject to automatic  conversion at the end of six months from the
         date of issuance  based on a formula as defined  under the  agreements.
         The  holders of the  debentures  had the  right,  at their  option,  to
         convert the debentures into shares of the Company's common stock at any
         time before the close of business on the maturity  date. The debentures
         were converted into 1,070,800 shares in June and July 1998.

         On June 4, 1998, the Company  entered into a Placement  Agent Agreement
         with Corporate Capital Management LLC ("CCM").  The agreement appointed
         CCM exclusive placement agent of the Company during the offering period
         as defined in the agreement for the purpose of assisting the Company in
         the  sale  of  $500,000  (the  "Funds")  in  principal  amount  of  its
         convertible 12% promissory note due December 1, 1998 (the "Note").  The
         agreement  provided  for a cash  fee in an  amount  equal to 10% of the
         gross  proceeds  from the sale of the Note plus  warrants  to  purchase
         50,000  shares  of  the  Company's  common  stock.  The  warrants  were
         exercisable  at a price  equal to 110% of the bid price for the  common
         stock on the date of  closing of the sale of the Note.  In  conjunction
         with the agreement to retain CCM as placement  agent,  on June 4, 1998,
         the Company  entered into a  subscription  agreement for the Note.  The
         Note was convertible,  at the holder's option, at any time, into shares
         of common  stock of the  Company.  The number of shares of common stock
         into which the Note could be  converted  was the lesser of (i) 72.5% of
         the lowest closing bid price quoted on the over-the-  counter  Bulletin
         Board market of the common stock for the five-day trading period ending
         on the day prior to the conversion  date or (ii) the lowest closing bid
         price quoted on the Bulletin Board of the common stock for the five-day
         trading  period  ending on the day prior to the  closing of the sale of
         the Note.  The note was converted to 1,352,718  shares of the Company's
         common stock in June 1998 and 115,052 shares were subsequently canceled
         in October 1998.

         On December 31, 1998, the Company entered into a subscription agreement
         for a private  placement  and  received  $500,000 in  exchange  for the
         issuance of a 7% convertible promissory note in the principal amount of
         $500,000,  and warrants to purchase  1,250,000  shares of the Company's
         common stock, at an exercise price of $.60 per share.  The value of the
         warrants,  $500,000, is being charged to interest expense over the life
         of the note. The Company paid, on the closing date,  fees of $55,000 in
         connection with the private placement.  In addition,  the two placement
         agents, as part of their fees,  received 25,000 shares of common stock,
         warrants  to  purchase  160,000  shares of common  stock at an exercise
         price of $.64 per share and  warrants  to  purchase  125,000  shares of
         common stock at an exercise price of $.40 per share.  The 25,000 shares
         were not issued until  January 1999.  The value of the placement  agent
         shares and warrants $163,000,  was accounted for as debt issuance costs
         and amortized  over the term of the debt. In addition,  the  promissory
         note was  converted  at a  conversion  price equal to 75% of the market
         value of the Company's common stock. The

                                      F-12

<PAGE>



         value attributable to this beneficial  conversion feature and the value
         of the warrants to purchase  1,250,000  shares of common  stock,  which
         aggregate value was limited to the proceeds of the private placement of
         $500,000,  was charged to interest  expense in 1999. In November  1999,
         $121,875  principal  amount of the note was  converted  into  1,250,000
         shares  of  common  stock.  As of  December  31,  1999,  the Note had a
         remaining balance  outstanding of $378,125,  which was converted by the
         Holder into  3,946,591  shares of common stock in the first  quarter of
         2000.

         On February  8, 1999,  the Company  received  $600,000 in exchange  for
         $600,000  7%  convertible  promissory  notes and  warrants  to purchase
         1,500,000 shares of common stock at $.40 per share.  $240,000 principal
         amount of the note was converted into 600,000 shares of common stock on
         March 10, 1999 and $360,000 was  converted to 900,000  shares of common
         stock on May 14, 1999. The note was  convertible at the lower of 75% of
         the  market  value of the  Company's  common  stock,  as defined in the
         agreement,   or  $.40  per  share.  The  amount  attributable  to  this
         beneficial  conversion feature and the value of the warrant to purchase
         1,500,000 shares of common stock,  which aggregate value was limited to
         the  proceeds  of the  private  placement,  $600,000,  was  charged  to
         interest expense in 1999.

         The two placement agents, as part of their fee for the February 8, 1999
         private placement,  each received,  on the initial closing date, 15,000
         shares of common stock and initial  warrants to purchase  75,000 shares
         of  common  stock at an  exercise  price  equal to $0.40  per share and
         otherwise on terms set forth in the common stock  purchase  warrant and
         warrants to purchase  40,000  shares of common  stock at $.60 per share
         were issued to an attorney in  connection  with the private  placement.
         The value of these shares and warrants  $275,000,  was accounted for as
         debt issuance costs and amortized over the term of the debt.

         On July 20, 1999, the Company issued an 8% convertible  promissory note
         in the principal amount of $500,000 with a maturity date of October 20,
         1999, and warrants,  exercisable under certain conditions,  to purchase
         up to 200,000  shares of common stock at an exercise  price of $.50 per
         share through October 20, 2004. The conversion  price was the lesser of
         (i) 75% of the  average of the five  lowest  closing  bid prices of the
         common stock during the five trading  days  immediately  preceding  the
         conversion date, or (ii) $.50 per share. The value attributable to this
         beneficial  conversion  feature,  $166,667,  was  charged  to  interest
         expense in 1999. The promissory note was convertible  into common stock
         at any time after the maturity date at the conversion  price.  $290,000
         was  converted  into  1,980,067  shares of common stock in 1999 and the
         remaining $210,000 was converted into 1,944,444 shares in January 2000.
         In addition,  all accrued  interest was converted into 76,267 shares of
         common stock.

         The agent for this  transaction,  as part of its fee,  received  20,000
         shares of common  stock and  warrants  to  purchase  100,000  shares of
         common  stock at an exercise  price of $.50 per share of common  stock.
         The value of these shares and warrants,  $77,548,  was accounted for as
         debt issuance costs and amortized over the term of the debt.






                                      F-13

<PAGE>



         On September 27, 1999, the Company issued an 8% promissory  note in the
         principal amount of $120,000 with a maturity date of December 26, 1999.
         There were no warrants or  convertible  features  associated  with this
         promissory  note,  and the note was fully paid in October 1999 from the
         proceeds of the Company's public offering (see below).

         In October 1999,  the  Company's  Registration  Statement  (Form SB-2),
         initially  filed in February  1999,  covering  the primary  offering of
         common stock by the Company and the offering of common stock by certain
         selling securityholders became effective.  The Company registered under
         the primary  prospectus  10,909,091  shares of common stock,  par value
         $.001 per share, for sale. The selling securityholders registered under
         an alternate prospectus 7,310,000 shares of common stock underlying the
         warrants,  common stock  underlying the convertible  promissory  notes,
         shares of common  stock  previously  issued and shares of common  stock
         which were issued upon  conversion  of certain  promissory  notes.  The
         share  were  offered to the  public at an  offering  price of $.275 per
         share. As of December 31, 1999,  $700,000 was received from the sale of
         2,545,455  shares  pursuant to this  offering.  In the first quarter of
         2000, an additional $1,750,000 was raised through the sale of 6,363,636
         shares pursuant to this Registration Statement.

         On January  12,  2000 and  February  7,  2000,  the  Company  issued 8%
         convertible  promissory  notes in the principal  amount of $150,000 and
         $200,000  with a maturity  date of December  31,  2000,  and  warrants,
         exercisable under certain conditions,  to purchase up to 200,000 shares
         of common stock at an exercise price of $.50 per share through  October
         20, 2004.  The notes were  converted  into  7,455,599  shares of common
         stock  prior to  December  31,  2000.  The value  attributable  to this
         beneficial  conversion  features,  $166,667,  was  charged to  interest
         expense in 2000.

         On May 20, 2000, the Company issued 8% convertible  promissory notes in
         the  principal  amount of $600,000 with a maturity date of December 31,
         2000, and warrants,  exercisable under certain conditions,  to purchase
         up to 200,000  shares of common stock at an exercise  price of $.50 per
         share  through  October 20, 2004.  The note was converted to 12,476,573
         shares  of  common  stock  prior  to  December  31,  2000.   The  value
         attributable  to this beneficial  conversion  features,  $200,000,  was
         charged to interest expense in 2000.

         In July 2000, an aggregate of 2,200,000 shares of stock were issued and
         5,000,000   warrants   granted  to  certain   financial   advisors   in
         consideration for financial  considerations,  potential commitments and
         consulting services to be rendered in the United States and the Peoples
         Republic  of China.  An  additional  12,273  warrants  were issued to a
         vendor in consideration for placement services.

         On October 30, 2000, the Company  issued an 8% convertible  demand note
         in the principal amount of $190,000,  and warrants,  exercisable  under
         certain conditions, to purchase up to 200,000 shares of common stock at
         an exercise price of $.50 per share through October 20, 2004. The notes
         were converted into 19,000,000 shares of common stock prior to December
         31,  2000.  The  value  attributable  to  this  beneficial   conversion
         features, $190,000, was charged to interest expense in 2000.



                                      F-14

<PAGE>



7.       DISCONTINUED OPERATIONS

         The Company,  in August  2000,  affected a  restructure  of it domestic
         operating  model.  In doing so, it  eliminated  its United States based
         operations. The Company plans on generating revenue in the future from,
         its existing  assets in the Peoples  Republic of China through its 100%
         wholly owned operating subsidiary.  The Company specifically expects to
         generate    revenues    from    its    Chinese    subsidiary    through
         business-to-business   Internet   and  website   consulting   services,
         advertising  domestically and internationally from both its website and
         e-  magazine,  and  application  programs and services for websites and
         other businesses. The Company does not expect its Chinese subsidiary to
         generate  revenue  until at least the fourth  quarter of 2000 or become
         profitable until some time in 2001.

         The components of the discontinued operations include:


                               For the Years Ended December 31,
                               --------------------------------
                                    2000             1999
                               ------------    ----------------
Revenue                       $    82,339     $      73,672
                               ------------    ----------------

Cost of revenue                   137,486            98,546
Selling, general and
 administrative                   914,026           807,067
Depreciation and amortization     468,139           340,608
Other                              75,000             1,546
                               ------------    ----------------

Net loss from discontinued
 operations                   $(1,512,312)    $  (1,174,095)
                               ============    ================

8.       ACQUISITION

         On March 27, 2000, the Company  purchased the assets of Longyin Network
         Technology Co., Ltd. ("LNT"), a Chinese Internet content provider.  The
         purchase price of $2,649,000  consisted of $400,000 cash plus 1,450,000
         shares  of  common  stock  (valued  at $.93 per  share)  and  5,598,783
         warrants  valued at $900,500 which was allocated to the assets acquired
         based on their fair  values.  The  acquired  business  consists  of two
         Internet web sites, an e-mail  magazine and consulting  agreements with
         four officers.







                                      F-15

<PAGE>



9.       COMMON STOCK WARRANTS AND OPTIONS

         The following  common stock  warrants are  outstanding  at December 31,
2000:


                   Number of
                    shares              Term             Exercise Price
               -----------------  ------------------   ------------------
1997 warrants       200,000           5 years                    $7.25
1998 warrants        20,000           3 years             $.60 - $.725
                  1,901,667           5 years             $.40 - $1.20
1999 warrants        50,000           1 year                      $.20
                  2,035,455           5 years             $.275 - $.60
2000 warrants     5,598,783           5 years             $.01 - $.375
               -----------------
                 29,921,868
               =================

         Summary  information  with  respect  to  stock  options  granted  is as
follows:


                                                 Options       Options
                              Exercise Price     Granted      Exercisable
                            ------------------ -----------  ---------------
Balance, January 1, 1999          $.19          7,222,109      7,222,109
Activity:
     Options granted               .10          1,750,000      1,750,000
     Options exercised             .19           (879,685)      (879,685)
     Options canceled              .19         (1,140,262)    (1,140,262)
Balance, December 31, 1999     $.10 - $.19      6,952,162      6,952,162
     Options granted           $.01 - $.05      8,000,000      8,000,000
                            ------------------ -----------  ---------------
Balance, December 31, 2000     $.01 - $.19     14,952,162     14,952,162
                            ================== ===========  ===============

         The Company  applies APB 25 in  accounting  for its stock option plans.
         Accordingly,  stock  compensation  cost has been recorded  based on the
         intrinsic  value of the options  only.  Had  compensation  cost for the
         Company's stock options been recognized  based on the fair value on the
         grant date under the methodology  prescribed by SFAS 123, the Company's
         net loss and net loss per share for the years ended  December  31, 2000
         and 1999 would have been impacted as indicated in the following table:


                                         2000                 1999
                                   ----------------    -----------------
Net loss as reported              $   (6,803,516)     $    (3,362,029)
Pro forma net loss                $   (8,072,766)     $    (3,697,029)
Net loss per share as reported    $       (0.13)      $        (0.15)
Pro forma net loss per share      $       (0.15)      $        (0.16)

         The above pro forma amount for purposes of SFAS 123 reflect the portion
         of the  estimated  fair  value of awards  earned in 2000 and 1999.  For
         purposes of pro forma  disclosure,  the estimated fair value of options
         is amortized over the vesting period of the stock options granted.  The
         effects on pro forma  disclosure of applying SFAS 123 are not likely to
         be  representative  of the  effect on pro forma  disclosures  of future
         years.

         The fair value of options  granted  is  estimated  on the date of grant
         using  the  Black-Scholes  option  pricing  model  with  the  following
         weighted average assumptions:


                                            2000               1999
                                        ------------       -------------
Expected life of option (in years)            2                  3
Risk-free interest rate                      5.68%              5.68%
Expected volatility                        200.0%             186.0%
Expected dividend yield                       0%                  0%


                                      F-16
<PAGE>

         The  weighted  average  fair  value of  options  granted  during  is as
follows:
                                            2000             1999
                                         ------------    --------------
Fair value of each option granted       $     .02       $      0.11
Total number of options granted            8,000,000        1,750,000
Total fair value of options granted     $    160,000    $     199,583

         2000 and 1998 Stock Option Plans

         In June 2000 and December  1998, the Company  established  the 2000 and
         1998 Stock Option Plans  ("Plans")  which  provides for the granting of
         options which are intended to qualify either as incentive stock options
         ("Incentive  Stock  Options")  within the meaning of Section 422 of the
         Internal Revenue Code of 1986, as amended,  or as options which are not
         intended to meet the requirements of such section ("Non-statutory Stock
         Options").  The total  number of  shares of common  stock for  issuance
         under the 2000 and 1998 Plan shall not exceed 10,000,000 and 1,500,000,
         respectively. Options to purchase shares may be granted under the Plans
         to  persons  who,  in the  case of  Incentive  Stock  Options,  are key
         employees  (including  officers)  of the  Company  or,  in the  case of
         Non-statutory Stock Options,  are key employees (including officers) or
         nonemployee directors of, or nonemployee consultants to, the Company.

         The exercise  price of all Incentive  Stock  Options  granted under the
         Plans must be at least equal to the fair market value of such shares on
         the date of the  grant  or,  in the  case of  Incentive  Stock  Options
         granted to the holder of more than 10% of the  Company's  common stock,
         at least 110% of the fair  market  value of such  shares on the date of
         the  grant.  The  maximum  exercise  period for which  Incentive  Stock
         Options  may be granted is ten years from the date of grant (five years
         in the case of an  individual  owning  more  than 10% of the  Company's
         common stock).  The aggregate fair market value (determined at the date
         of the option  grant) of shares with respect to which  Incentive  Stock
         Options are  exercisable for the first time by the holder of the option
         during any calendar year shall not exceed $100,000.

                                      F-17

<PAGE>




         The exercise price of all Non-statutory Stock Options granted under the
         Plans must be at least  equal to 85% of the fair  market  value of such
         shares on the date of the grant.

         No options have been granted pursuant to the Plans.

10.      INCOME TAXES

         The Company has net operating loss  carryforwards  available for income
         tax reporting purposes of approximately  $3,000,000,  in the aggregate,
         expiring  through 2019, which gives rise to a deferred income tax asset
         of  approximately  $1,200,000 at December 31, 2000. In accordance  with
         Section  382 of the  Internal  Revenue  Code,  utilization  of the  net
         operating loss  carryfowards may be limited based on ownership  changes
         which have occurred or may occur.

         The Company has recorded a 100% valuation allowance on the net deferred
         tax asset since the ability of the Company to utilize the  deferred tax
         asset is uncertain.  The  difference  between the statutory tax rate of
         34%  and  the  effective  rate  of 0%  reflected  in  the  accompanying
         financial  statements is due to the increase in the valuation allowance
         and due to the  nondeductibility  of certain interest charges primarily
         related to the beneficial conversion features of convertible notes.

11.      RELATED PARTY TRANSACTIONS

         At December 31, 1998 and 1999, the Company had unsecured  notes payable
         in  the   amount  of   $97,004   and   $36,115,   respectively   to  an
         officer/stockholder,  due on  demand.  The  promissory  notes  bear  an
         interest rate of 8% per annum. At December 31, 1998, interest of $1,614
         was accrued on this note, and at December 31, 1999,  interest of $3,256
         was accrued.

12.      CONTINGENCY

         On July 23, 1998, H & H Acquisition  Corp.,  individually and on behalf
         of the Company,  commenced  an action in federal  court in the Southern
         District  of New York  against  the  Company,  the  founder and certain
         officers, among others. The complaint is an action to recover shares of
         common  stock  of  the  Company  and  unspecified  damages.  Management
         believes that the claims  against the Company and certain  officers are
         without merit and is vigorously defending the action. The litigation is
         in the early stages of discovery  and no  assurances  can be made about
         the ultimate outcome.  However, the Company could be adversely affected
         if the plaintiff prevails.

13.      FOURTH QUARTER ADJUSTMENTS

         During  the fourth  quarter of 2000,  the  Company  made the  following
adjustments:

                  Write-off of Long - Lived Assets            $        1,787,125


                                      F-18

<PAGE>


Item 8. Changes in  Disagreements  with  Accountants on Accounting and Financial
        Disclosures

        On November 15, 2000, the Company engaged Feldman, Sherb & Co., P.C.  as
     its independent accountants following the dismissal of the Company's former
     independent  accountants,  Richard  A.  Eisner & Co.,  LLP.  The  change of
     independent  accountants  was  approved  by the Board of  Directors  of the
     Company.

         During the Company's  1999 fiscal year and subsequent  interim  periods
     preceding the date of dismissal,  there were no  disagreements  between the
     Company and its former  independent  accountants on any matters relating to
     accounting  principles or practices,  financial  statement  disclosure,  or
     auditing scope or procedure,  which, if not resolved to the satisfaction of
     the  former  independent  accountants,  would  have  caused  them  to  make
     reference to the subject matter of the disagreement in their report.

         The former independent  accountant's report for the year ended December
     31, 1999 was unqualified when issued and contained an explanatory paragraph
     that  expressed  doubt about the  Company's  ability to continue as a going
     concern.  Such  report,  however,  did not contain  any adverse  opinion or
     disclaimer  of  opinion  or was  modified  as to  audit  scope,  accounting
     principles or other uncertainty.

                                       12
<PAGE>




                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Registrant

         Set forth below are the names,  ages,  brief summary of their  business
         experience and positions of the directors and executive  officer of the
         Company. Each of the directors named below was elected at the Company's
         2000 annual Meeting of the Stockholders for a term of one year or until
         his successor is elected.


Name                Office held since    Age          Title
Michael Sheppard          1997            51       President, Chief Executive
                                                    Officer and Director
Joseph Engelberger        1998            74       Director
Steven Weller             1998            44       Director


The biographies of our executive officers and directors are as follows:

Michael Sheppard--President, Chief Executive Officer and Director

Mr. Sheppard, age 51, joined Financial Intranet as a consultant in February 1997
and became  President,  Chief Operating  Officer and Director in April 1997. Mr.
Sheppard has been involved in setting up the corporate infrastructure of several
early stage development companies and undertaking their day-to-day operations as
chief executive and chief operating  officer.  From January 1996 through January
1997,  Mr.  Sheppard  was Chief  Operating  Officer of Freelinq  Communications,
formerly  Televideo  Corporation,  based in New York City.  Freelinq offers real
time   video-on-demand   via  ATM/XDSL   technology  with  high-speed   Internet
transmission and advertiser  supported free theatrical  films delivered  through
twisted pair telephone lines.  From 1995 to 1996 he was chief operating  officer
for Lee  Communications  Ltd.,  which is a laser  development  and  transmission
company. From 1993 to 1995, he was Chief Executive Officer for MLS Lighting Ltd.
In 1980 he founded Belden  Communications  and served as its President and Chief
Executive  Officer until it was acquired in 1985. It was engaged in the sale and
distribution  of proprietary  products used in the motion picture and television
markets,  and was merged in 1985 into Lee America Ltd.,  which was bought by Lee
Lighting Ltd., a United Kingdom company, in 1986.

Joseph F. Engelberger - Director
Mr.  Engelberger,  age 74, became a Director of  Financial  Intranet  in  August
1998. Joseph Engelberger founded Helpmate Robotics, Inc. Since 1984, he has been
Chairman and Chief Executive Officer of Helpmate Robotics, Inc. He received B.S.
and M.S. degrees from Columbia University in 1946 and 1949, respectively, and he
has authored numerous articles in the instrumentation and robotics fields.

                                       13
<PAGE>

His honors include the Progress Award of the Society of Manufacturing Engineers,
the Leonardo da Vinci Award of the American Society of Mechanical  Engineers and
the 1982 American  Machinist  Award.  The  University of Liverpool  bestowed the
first  McKechnie  Award on him in 1983.  In 1984, he was elected to the National
Academy  of  Engineering.  He was  the  recipient  of  the  Egleston  Medal  for
distinguished  engineering achievement from Columbia University.  The University
of Bridgeport,  Spring Garden College,  Briarwood  College,  Trinity College and
Carnegie-Mellon  University granted him honorary doctorates. In January 1997, he
received the Beckman Award for pioneering  and original  research in the general
field of  automation.  Mr.  Engelberger  served on the Board of directors of EDO
Corporation (NYSE:EDO).  EDO Corporation supplies highly engineered products for
governments and industry worldwide.

Steven Weller - Director

Mr.  Weller,  age 45, became a director of Financial  Intranet in November 1998.
Since 1989,  Mr.  Weller has been the Senior Vice  President of  Fujistu/Siemens
Information and Communication  Products LLC. He is responsible for all sales and
technical support  personnel.  He was previously the Vice President of Sales for
the North American Key Accounts.

There are no family  relationships  that exist  between any of the  directors or
executives of the Company.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires certain  officers,  directors,  and beneficial  owners of more than ten
percent of our common stock to file  reports of  ownership  and changes in their
ownership of our equity securities with the Securities and Exchange  Commission.
Based  solely on a review of the reports  and  representations  furnished  to us
during  the last  fiscal  year,  we  believe  that each of these  persons  is in
compliance with all applicable filing requirements.

Item 10. Executive Compensation

         Summary   Compensation  Table.  The  following  table  sets  forth  the
aggregate  cash  compensation  paid for services  rendered to our company during
each of our company's last three fiscal years by all  individuals  who served as
our  company's  Chief  Executive  Officer  during the last  fiscal  year and our
company's most highly  compensated  executive officers who served as such during
the last  fiscal  year.  Directors,  who are not  employees  or  officers of the
Company,  are currently  compensated for their services in the amount of $350.00
and expenses  incurred  for  attending  each meeting of the Board of  Directors.
Directors  who are  employees  or  officers  of the  Company  are not  currently
compensated for their services as directors.

<TABLE>
<CAPTION>


                                                                       Long-Term Compensation
                                                                       ----------------------
                                                          Annual Compensation
                                                                     Restricted
Name and principal position   Year   Salary     Bonus    Other(1)  Stock   Awards    Stock Options
---------------------------   ----   ------     -----    --------  -----   ------    -------------
<S>                            <C>    <C>        <C>         <C>    <C>        <C>          <C>

Michael Sheppard               2000  173,575     0            0      0          0       2,500,000
Chief Executive Officer        1999  143,739     0       77,184      0  2,231,352               0
                               1998  150,000     0            0      0          0         720,914
</TABLE>


                                       14
<PAGE>

(1)  These  amounts  reflect the fair market value of shares granted for payment
     in lieu of cash for services rendered.

     Stock option plans

     Financial  Intranet  has  established  the 1998  Stock  Option  Plan  which
     provides for the granting of options  which are intended to qualify  either
     as  incentive  stock  options  within the  meaning  of  Section  422 of the
     Internal  Revenue  Code or as options  which are not  intended  to meet the
     requirements  of such  section.  The total number of shares of Common stock
     reserved  for  issuance  under the plan is  1,500,000.  Options to purchase
     shares  may be  granted  under  the  plan to  persons  who,  in the case of
     incentive stock options,  are key employees (including officers) or, in the
     case of non-statutory stock options, are key employees (including officers)
     or non-employee directors or non-employee consultants.

     The plan is  administered  by the  compensation  committee  of the board of
     directors,  which has some discretionary  authority to determine the number
     of shares to be issued under incentive stock options and nonstatutory stock
     options and the recipients, and when and at what exercise price the options
     will be granted. On November 13, 1998,  Financial Intranet appointed Steven
     S. Weller,  Michael  Sheppard and Joseph F.  Engelberger  to constitute the
     compensation committee to administer the plan.

     The exercise  price of all incentive  stock options  granted under the plan
     must be at least equal to the fair market  value of such shares on the date
     of the grant or, in the case of  incentive  stock  options  granted  to the
     holder of more than 10% of Financial Intranet's common stock, at least 110%
     of the fair  market  value of such  shares  on the date of the  grant.  The
     maximum exercise period for which incentive stock options may be granted is
     ten years from the date of grant (five  years in the case of an  individual
     owning more than 10% of Financial  Intranet's common stock).  The aggregate
     fair market value  (determined  at the date of the option  grant) of shares
     with respect to which incentive stock options are exercisable for the first
     time by the holder of the option  during any calendar year shall not exceed
     $100,000.

     The exercise  price of all  non-statutory  stock options  granted under the
     plan  must be at least  equal to the 85% of the fair  market  value of such
     shares on the date of the grant

     As of today,  no options have been granted under the plan,  and none may be
     until such time as the  shareholders  of  Financial  Intranet  increase the
     amount of authorized shares under the Company's Articles of Incorporation.


     Option/SAR Grant Table

              The table below sets forth the following  information with respect
     to options granted to the named executive  officers during fiscal year 2000
     and the potential  realizable value of such option grants (1) the number of
     shares of common stock underlying  options granted during the year, (2) the
     percentage that such options  represent of all options granted to employees
     during the year, (3) the exercise price, and (4) the expiration date.

                                       15
<PAGE>




              OPTION GRANTS IN LAST FISCAL YEAR--INDIVIDUAL GRANTS
<TABLE>
<CAPTION>

                                                                Percent of Total
                                              Number of         Options Granted
                                              Securities        to Employees In
                                              Underlying        Fiscal Year Ended     Exercise or Base        Expiration
Name                                         Options Granted    December 31, 1999    Price Per ($/Share)         Date
----                                         ---------------    -----------------    -------------------      ----------
<S>                                            <C>                     <C>                  <C>                   <C>

Michael Sheppard                             2,500,000                31.25%                $.01               12/31/05
Corey Rinker                                 2,500,000                31.25%                $.01               12/31/05
Maura Marx                                   3,000,000                37.50%                $.01               12/31/05
</TABLE>


Option Exercises and Values for 2000

         The table below sets forth the  following  information  with respect to
option exercises during fiscal 2000 by each of the named executive  officers and
the status of their  options at  December  31,  2000(1)  the number of shares of
common  stock  acquired  upon  exercise of options  during  fiscal2000,  (2) the
aggregate dollar value realized upon the exercise of such options, (3) the total
number of  exercisable  and non  exercisable  stock options held at December 31,
2000, and (4) the aggregate dollar value of in-the-money  exercisable options at
December 31,2000.
<TABLE>
<CAPTION>


                                                            AGGREGATED
                                                OPTION VALUES ON December 31, 2000
                                                        Number of Securities                         Value of Unexercised
                                                       Underlying Unexercised                        In-the-Money Options
                                                         Options at 12/31/00                            at 12/31/00(1)
Name                             Exercisable              Unexercisable               Exercisable       Unexercisable
------                           -----------          ------------------------        -----------   ---------------------
<S>                               <C>                           <C>                   <C>                    <C>
Maura Marx                        4,350,391                     0                     $90,000.00             0
Michael Sheppard                  4,979,061                     0                     $75,000.00             0
Corey Rinker                      4,250,000                     0                     $75,000.00             0
</TABLE>

1. Values are calculated by subtracting  the exercise price from the fair market
value of the underlying  common stock.  For purposes of this table,  fair market
value is deemed to be $0.,  the  average of the high and low bids for our common
stock price on the OTC Bulletin Board on December 31, 2000.


                                       16
<PAGE>



Item 11.     Security Ownership of Certain Beneficial Owners and Management

(a)          Security Ownership of Certain Beneficial Owners
(b)          Security Ownership of Certain Management

             The following  tabulation shows the security  ownership as of March
     31, 2001 of (i) each person known to us to be the beneficial  owner of more
     than 5% of our  outstanding  common  stock;  (ii) each of our directors and
     executive officers and (iii) all of our directors and executive officers as
     a group.  As of March 31, 2001,  we had  85,163,416  shares of common stock
     issued and outstanding.

<TABLE>
<CAPTION>
             Name & Address             Amount and Nature of Beneficial
             --------------                       Ownership               Percent of Class/Title of Class
                                        -------------------------------   -------------------------------
<S>                           <C>                 <C>                               <C>
    (a) (b)  Michael Sheppard (1)                 4,979,061                         3.80%
             c/o Financial Intranet
             90 Grove Street
             Suite 01
             Ridgefield, CT 06778

    (a)      Steven Weller (3)                       10,000                            0 *
             C/o Financial Intranet, Inc.
             90 Grove Street
             Suite 01
             Ridgefield, CT  06778

    (a)      Joseph Engelberger (2)                  10,000                            0 *
             c/o Financial Intranet
             90 Grove Street
             Suite o1
             Ridgefield, CT 06778

             Garth LLC                           38,932,172                        29.93%
             Citco TEE Cayman LT
             Commercial Center
             Box 31106 SMB
             Grand Cayman, BVI

    (b)      Corey Rinker (4)                     4,250,000                         3.20%
             c/o Financial Intranet, Inc.
             90 Grove Street
             Suite 01
             Ridgefield, CT 06778

    (b)      Maura Marx                           4,397,342                         3.38%
             c/o Financial Intranet, Inc.
             90 Grove Street
             Suite 01
             Ridgefield, CT 06778

    All Officers and Directors as a
     Group (5 Persons)                           13,646,403                        10.49%

</TABLE>
                                       17

<PAGE>

        * Represents an amount less than one (1%) percent.

     (1) Includes options to purchase 2,231,352 shares at an exercise price of $
         .19 per share
     (2) Includes  options to purchase  10,000 shares at an exercise  price of $
         .725 per share.
     (3) Includes  options to purchase  10,000 shares at an exercise  price of $
         .60 per share.
     (4) Includes  options to purchase  1,750,000 and 2,500,000 shares of common
         at exercise prices of $.10 and $.01 per share.
     (5) Includes  options to purchase  1,350,491 and 3,000,000 shares of common
         at exercise prices of $.19 and $.01 per share.


Item 12.      Certain Relationships and Related Transactions

On February 8, 1999, Financial Intranet issued a 7% convertible  promissory note
in the  principal  amount of  $600,000.  The  principal  amount of $240,000  was
payable on demand on March 10, 1999 and the  principal  amount of  $360,000  was
payable on demand on May 9,  1999.  The  promissory  note was  convertible  into
common stock at a conversion price equal to the lesser of:

75% of the average of the five lowest  closing bid prices of common stock during
the 30  trading  days  ending  on the  trading  day  immediately  preceding  the
conversion  date,  or $.40  per  share.  Mr.  Ben  Stein  personally  guaranteed
Financial  Intranet's  obligations under the convertible  promissory note in the
principal  amount of  $600,000  issued in February  1999 and  pledged  1,500,000
restricted  shares of common stock as collateral  security for such obligations.
The lender received  600,000 of the pledged shares in March 1999 in satisfaction
of payment of the principal amount of $240,000 and 900,000 of the pledged shares
in May 1999 in satisfaction of payment of the principal amount of $360,000 based
on a conversion  price of $.40 per share.  Financial  Intranet issued  1,500,000
shares of common stock to Mr. Stein in May 1999 to replace the pledged shares.

                                       18
<PAGE>

On March 3, 1999, Mr. Stein applied  $167,140 owed to him by Financial  Intranet
in lieu of cash payment to purchase 879,685 shares of common stock under options
with an  exercise  price of $.19  per  share.  The  $167,140  owed to Mr.  Stein
consisted of $109,500 in accrued compensation from 1998 and two promissory notes
in the principal amount of $56,889 and all accrued interest.

Messrs.  Stein  and  Sheppard  and  Ms.  Marx  personally  guaranteed  Financial
Intranet's  obligations  under the convertible  promissory note in the principal
amount of $500,000  issued in July 1999.  Mr. Stein pledged  924,517  restricted
shares of common stock, Mr. Sheppard pledged 96,151  restricted shares of common
stock  and Ms.  Marx  pledged  101,844  restricted  shares  of  common  stock as
collateral  security for such  obligations.  The pledged stock was released upon
conversion  of the  principal  amount of the note and all  accrued  interest  in
January 2000.

Messrs.  Stein and  Sheppard  and Ms.  Marx were  granted  197,402,  205,825 and
208,409 shares of stock, respectively, in January 1999 for services rendered.

The Company is party to an Employment Agreement with Michael Sheppard,  dated as
of January 1, 1998, as amended by that certain Amendment to Employment Agreement
dated  December  15, 1998 by and between  Financial  Intranet,  Inc. and Michael
Sheppard  and as  further  amended  by  that  certain  Amendment  to  Employment
Agreement  dated March 15,  1999 by and between  Financial  Intranet,  Inc.  and
Michael  Sheppard,  pursuant to which Mr.  Sheppard  serves as the President and
Chief  Executive  Officer of the  Company,  with overall  responsibility  for it
operations.

The compensation payable to Mr. Sheppard under the Employment Agreement consists
of (i) an annual base salary of $150,000  and (ii) an option,  which has vested,
to acquire  2,231,352  shares of Common Stock at an exercise  price of $0.19 per
share,  provided the option is exercised before the earlier to occur of December
31, 2002 or 90 days after the termination of Mr. Sheppard's  employment  without
cause or immediately after termination with cause. The option is personal to Mr.
Sheppard and is not  assignable.  The  Employment  Agreement  provides that if a
"change of control"  occurs,  Mr. Sheppard is entitled to receive (a) a lump sum
amount equal to his annual compensation  pro-rated for the remaining term of the
Employment  Agreement;  (b) a lump sum amount equal to twice his average  annual
compensation for the prior two years preceding such event; (c) the exercise date
for options  granted  under the  Employment  Agreement is extended to five years
from  the  grant  date;  and  (d)  such  options  may  be  encumbered,  sold  or
transferred.

During the year 2000, Mr. Sheppard  received an option for 3,197,000 shares at a
price of $.01 per share for waiving  2,231,352  options granted during a funding
in 2000 and for  selling a  portion  of his  shares of Common  Stock to fund the
Company in 1999 and 2000.  Mr.  Sheppard has not exercised any of his options to
acquire  any  shares of  Common  Stock.  In  January  1999,  he was  granted  an
additional  205,825  shares of stock in  replacement  of those shares he sold in
1998 to fund the Company.

                                       19
<PAGE>

The Company  was a party to an  Employment  Agreement  with Corey  Rinker  dated
August 23, 1999,  pursuant to which Mr. Rinker served as Chief Financial Officer
of the  Company.  By letter  dated  December 5, 2000,  Mr.  Rinker  notified the
Company that he considered the conversion to Common Stock of certain convertible
securities held by Garth LLC to constitute a "change of control"  resulting in a
termination  without  cause  under  the  Employment  Agreement.  Pursuant  to  a
subsequent Letter Agreement dated December 15, 2000,  between Mr. Rinker and the
Company,  Mr. Rinker agreed to waive certain cash  compensation and modify other
benefits he was entitled to receive as a result of such termination.  The Letter
Agreement  provides for: (a) full vesting of all unvested options in the Company
previously  granted,  with such options being  exercisable  through December 31,
2005, (b) an additional grant of 10,000,000  options of the Company  exercisable
through December 31, 2005 at an exercise price of $.01, (c) use of the Company's
Sony laptop  computer and printer used by Mr. Rinker during his employment  with
the Company,  and (d)  indemnification by the Company against claims against Mr.
Rinker in his capacity as an officer of the Company.

The  Company  was a party to an  Employment  Agreement  with  Maura  Marx  dated
September 27, 1997, as amended by that certain Amendment to Employment Agreement
dated December 15, 1998 by and between Financial  Intranet,  Inc. and Maura Marx
and as further amended by that certain  Amendment to Employment  Agreement dated
March 15, 1999 by and between Financial Intranet,  Inc. and Maura Marx, pursuant
to which Ms. Marx served as senior Vice  President - Sales and  Marketing of the
Company. Ms Marx's Employment Agreement was voluntarily terminated pursuant to a
Letter Agreement dated July 1, 2000. The Letter Agreement provides the following
voluntary  termination  benefits  to Ms.  Marx:  (a)  payment of salary  through
September  15, 2000,  (b) full  vesting of all  unvested  options in the Company
previously  granted,  with such options being  exercisable  through December 31,
2002, (c) an additional  grant of 3,000,000  options of the Company  exercisable
through  December  31, 2002 at an exercise  price of $.01,  (d)  forgiveness  of
$25,000, plus accrued interest, due to the Company, (e) use of Company's desktop
computer,  laptop computer and printer used by Ms. Marx's during her employment,
and (f)  indemnification  by the Company  against claims against Ms. Marx in her
capacity as an office of the Company.

Beginning  January  12,  2000,  the  Company  entered  into a series of  private
financings  totaling  $1,215,000  with Garth LLC  ("Garth").  The Company issued
convertible  promissory  notes to Garth on January 12,  2000,  January 22, 2000,
February 7, 2000, May 20, 2000 and October 30, 2000 in the principal  amounts of
$150,000, $75,000, $200,000, $600,000 and $190,000, respectively, with each note
bearing interest at 8% per annum. On November 1, 2000, Garth exercised its right
to convert the  promissory  notes issued on January 12, 2000,  February 7, 2000,
May  20,  2000  and  October  30,  2000 in the  aggregate  principal  amount  of
$1,114,000,  plus accrued  interest,  according to their  respective  terms. The
Company  paid these notes in full with  interest on such date by the issuance of
3,204,819 restricted shares, 4,250,780 restricted shares,  12,476,573 restricted
shares and 19,000,000 restricted shares of Common Stock, respectively, to Garth.
The  convertible  promissory  note issued on January  22, 2000 is the  principal
amount of $75,000 remains outstanding and is due and payable on August 31, 2001,
unless  Garth  exercises  its right to convert  such note into  shares of Common
Stock as provided in the note.


                                       20
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No.       Description

3.1               Restated Articles of Incorporation of Registrant,  dated as of
                  December 22, 1998, as filed with the Secretary of State of the
                  State of Nevada on January 22, 1999 (incorporated by reference
                  to  Exhibit  3.1  to   Registrant's Registration  Statement on
                  Form SB-2,  dated  February  25, 1999, SEC File No. 333-72975)

3.2 *             Restated Articles of Incorporation of Registrant,  dated as of
                  December 14, 2000, as filed with the Secretary of State of the
                  State of Nevada on March 2, 2001.

3.3               Bylaws   of   Registrant,   dated   as  of  February  6,  1997
                  (incorporated  by  reference  to Exhibit  3.2 to  Registrant's
                  Registration  Statement on Form SB-2, dated February 25, 1999,
                  SEC File No. 333-72975)

4.1               Form of Registrant's  Common Stock  Certificate  (incorporated
                  by  reference  to  Exhibit  4.1  to Registrant1s  Registration
                  Statement  on  Form  SB-2,  dated  February 25, 1999, SEC File
                  No. 333-72975)

10.1*             Amendment to Employment Agreement dated as of  March 15,  1999
                  between Registrant and Michael Sheppard.

10.2*             Letter Agreement between Registrant and Michael Sheppard.

10.3*             Amendment to Employment Agreement dated as of March  15,  1999
                  between Registrant and Michael Maura Marx.

10.4*             Letter Agreement between Registrant and Maura Marx.

10.5*             Letter  Agreement  dated as of July 1, 2000 between Registrant
                  and Maura Marx.

10.6*             Employment  Agreement  dated  as  of  August 23, 1999, between
                  Registrant and Corey Rinker.

10.7*             Letter  Agreement  dated  as  of  January 31, 2001, from
                  Corey Rinker to Registrant.

10.8*             Promissory  Note  dated  January  12,  2000  by  and   between
                  Registrant and Garth LLC in the principal sum of $150,000.

10.9*             Promissory  Note  dated  February  7,  2000  by  and   between
                  Registrant and Garth LLC in the principal sum of $200,000.

10.10*            Form of Debenture dated May 20, 2000 by and between Registrant
                  and Garth LLC in the principal sum of $600,000

10.11*            Promissory  Note  dated  October  30,  2000  by  and   between
                  Registrant and Garth LLC in the principal sum of $190,000.

10.12*            Promissory  Note  dated  January  22,  2001  by  and   between
                  Registrant and Garth LLC in the principal sum of $75,000.

22*               Subsidiaries of Registrant.

                                       21
<PAGE>

(b) Reports on Form 8-K (list all the 8k dates)

                  During the  fourth  quarter  of 2000,  we filed the  following
report on Form 8-K:

                  On November 20, 2000, we filed a current report on Form 8-K to
report a change in Independent Certified Accountant on November 15, 2000.


*        Filed herewith


Schedules other than those listed above are omitted for the reason that they are
not required,  are not applicable,  or the required  information is shown on the
financial statements or notes thereto.

                                       22


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: , April 16, 2001

                            Financial Intranet, Inc.

                            By: /s/ Michael Sheppard
                                Michael Sheppard
                                CEO and Chairman of the Board of Directors

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

Name                         Position                                  Date
By: /s/  Michael Sheppard    Chairman of the Board
                              of Directors,                       April 16, 2001
                             President and Chief
                              Executive  Officer



                                       23