SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 10-K

[ 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: 0-25667

                                MEDIUM4.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                               Delaware 13-4037641
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

              1220 Collins Avenue, Suite 100, Miami Beach, FL 33139
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (305) 538-0955
                                -----------------

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

                     Common Stock, Par Value $0.01 Per Share
                    Redeemable Common Stock Purchase Warrants
                                (Title of Class)

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

                                                  None

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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.  [ X ]

     The  aggregate  market  value  of the  registrant's  common  stock  held by
non-affiliates of the Registrant on March 31, 2001 was  approximately  $952,096.
As of  March  21,  2001,  there  were  11,906,196  shares  of our  common  stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this Form  10-K  will be  incorporated  by  reference  from the
Registrant's  Proxy  Statement for the 2001 Annual Meeting of Stockholders to be
filed with the SEC within 120 days of December 31, 2000.

<PAGE>
<TABLE>
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                                MEDIUM4.COM, INC.

                                    FORM 10-K

                                TABLE OF CONTENTS

<S>        <C>
                                                                                                      PAGE
PART I

ITEM 1.    BUSINESS.....................................................................................1

ITEM 2.    PROPERTIES...................................................................................7

ITEM 3.    LEGAL PROCEEDINGS............................................................................8

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........................................8

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........................9

ITEM 6.    SELECTED FINANCIAL DATA.....................................................................10

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......10

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................................17

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................................................17

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........17

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........................................17

ITEM 11.   EXECUTIVE COMPENSATION......................................................................18

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............................18

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................18

PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K............................18

SIGNATURES.............................................................................................21

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES....................................................F-1 to F13
</TABLE>

<PAGE>
                                     PART I

ITEM 1.  BUSINESS

     INTRODUCTION

     We were  incorporated  in  Delaware on November  12,  1998,  under the name
foreignTV.com,  Inc. We were founded to pursue opportunities  arising out of the
Internet's emergence as a broadcast medium, which resulted, in large part, from
the advent of streaming  video  technology  and the  availability  of high speed
Internet access.

     We commenced our  operations  in April 1999 as a single  foreign TV network
that created,  produced and  distributed  location-specific  programming  on the
Internet using streaming video technology. Visitors to a Website containing this
programming  were  able to  select  and view  this  streaming  location-specific
programming on demand, 24 hours a day. Seeking to expand this  "video-on-demand"
business,  we  increased  the breadth of our  programming  by  establishing  new
content-specific  networks.  By the end of 1999 we had launched three additional
networks,  each hosting and featuring numerous channels offering unique thematic
streaming audio and video content and  special-interest  programming,  or "niche
programming."  By  December  31,  2000,  we provided  streaming  audio and video
content over six Internet "television"  networks,  which in the aggregate hosted
over 100  distinct  channels  targeted to various  market  segments  and niches.
Nearly 400 constantly  changing audio and video programs were available each day
in a wide variety of entertaining and informational subjects from our collection
of over  26,000  audio and video  segments,  ranging  from  brief  vignettes  to
full-length  features.  Most of these audio and video  segments  were encoded at
three different  speeds,  for low-,  medium- and high-band  users, and were made
available  for  audiences  by the  use of  Windows  Media  Player  (TM)  or Real
Networks, Inc.'s Real Player (TM).

     In  December  1999,  we  changed  our  name  from  foreignTV.com,  Inc.  to
Medium4.com,  Inc.  to reflect the  diversification  of our  programming  and to
underscore the Internet's role as the fourth medium for television broadcasting,
after cable, satellite and traditional television transmission.

     Our executive offices are located at 1220 Collins Avenue,  Suite 100, Miami
Beach, FL 33139.  Our telephone number is (305) 538-0955 and our primary Website
is located at  www.medium4.com.  The information on our Website is not a part of
this Report.

     RECENT DEVELOPMENTS

     RELOCATION  OF OUR  OPERATIONS.  In September  2000, we moved a significant
portion of our encoding, editing, production and other operating facilities from
New York City to Miami  Beach,  Florida.  In December  2000,  we  completed  the
relocation of our entire operation to our Miami Beach facility.

     CLOSING OF OUR  PARIS,  FRANCE  FACILITY.  During  1999 and into  2000,  we
produced professional,  worldwide news content from a facility located in Paris,
France.  Although  this  programming  helped our Company  evolve into one of the
leaders in independent  Internet  broadcasting,  its  production  required large
amounts  of  capital.  By  December  31,  2000,  as a result of the high cost of
production,  together  with a shift in our business  strategy  away from content
production  in general,  we ceased  producing  this news  content and closed our
Paris facility

     DECREASE IN EMPLOYEES.  As a result of our move to Florida,  the closing of
our Paris facility, and the change in the emphasis of our business, as described
below,  many of our  employees  ceased  working  for us,  including  our  former
President  and Chief  Operating  Officer,  Mr.  Graham  Cannon,  our Senior Vice
President -- Entertainment,  Mr. Dennis Oppenheimer, our Treasurer and Principal
Financial  and  Accounting  Officer,  Mr.  Harold I.  Berliner,  our Senior Vice
President --  International  Operations and Director,  Mr. Bruno Finel,  and our
Vice President -- Legal Affairs,  General Counsel,  Secretary and Director,  Mr.
Marc D. Leve.  By December 31, 2000,  our employees had decreased in number from
approximately 30 to 6.

     CHANGE IN OUR BUSINESS FOCUS: We have recently refocused our business model
to de-emphasize the offering of thematic  video-on-demand networks in favor of a
single   network  of  special   interest,   continuously   streaming   broadband
entertainment  channels,   using  a  previously  unavailable  technology  called
Simulated Live Stream, or SLS. In contrast with video-on-demand  channels, which
require  viewers to choose from an online  portfolio of specific videos and then
click onto each video clip they decide to view,  viewers of SLS  channel  simply
click   on   a   given   link   to   tune   into   a   channel's    in-progress,
continuously-streaming  entertainment  programming.  The  viewer is then able to
view/listen  to and enjoy the  continuous  stream of music  contained on the SLS
channel and may  continue to listen to the music even after  exiting our Website
and while working on or surfing the  Internet.  We believe SLS channels are less
cumbersome  and more  viewer-friendly  than  video-on-demand  channels  and come
closer to a true TV experience. Key portions of our video-on-demand content will
be reorganized by topic or subject matter (e.g., pets, travel,  music), and will
continue to be available in a single section of our main Medium4.com Website and
will also be directly accessible at www.Medium4Video.com.

     We have also  changed  the way we develop  our unique  content.  We will no
longer engage in the costly production of content for our channels.  Instead, we
have  begun to  purchase content produced by others,  which  has  allowed  us to
consolidate our facilities and reduce our staff  significantly.  We believe that
by purchasing our content we will reduce our operating  costs and strengthen our
overall business.

     In  a  effort  to  focus  our   resources  on  offering  SLS  channels  and
cost-effective  entertainment  content,  we have ceased offering Web-based radio
programming  and  we  have   de-emphasized  our  streaming  new  production  and
programming.

     STREAMING TECHNOLOGY

     All of our content can be accessed through streaming technology.  Streaming
multimedia  takes  standard  videotape  formats and digitizes and compresses the
information  using encoder  software.  When a user opens or accesses an audio or
video file,  a portion of the data is  downloaded  in a matter of seconds into a
form of  computerized  holding pens or  "buffers"  when the data starts to play,
additional  data is  continuously  downloaded  to keep  the  holding  pen  full.
Streaming   technology   thereby  enables  the  simultaneous   transmission  and
reception--or "broadcast"--of continuous "streams" of audio and video content.

     Streaming   technologies  have  evolved  to  deliver  content  over  narrow
bandwidth  modems.  At such narrow or "low  bandwidth" the quality of broadcasts
over the Internet, such as videos, are still inferior to conventional television
broadcasts. Streaming technologies are now using high speed Internet access that
is  provided  by DSL,  cable  modems,  T1 lines,  and other  emerging  broadband
technologies.  The use of high speed  Internet  access has  helped  improve  the
picture quality of streaming  videos.  We believe the continuing  improvement of
broadband  technologies will soon allow streaming video quality to equal that of
conventional TV broadcasting,  and consequently will cause the number of viewers
of streaming content to increase.

     MEDIUM4.COM PLAYER

     Software is required to view  streaming  video and many browsers  currently
have built-in  players,  such as  Microsoft's  Windows Media  Player(TM) or Real
Network's Real Player(TM), which can be downloaded from the Internet for free.

     Our SLS channels can be viewed by using our customized  Medium4.com Player,
which uses Real  Player(TM)  encoding.  A Medium4.com  Player features a channel
changer  that makes it  possible  for a viewer to switch  smoothly  from one SLS
channel to the next with ease,  as if the viewer were  changing the channel of a
conventional TV set. We plan to offer free downloads of the  Medium4.com  Player
through  mass e-mail  distributions.  An  Internet  user can also  download  the
Medium4.com Player without charge from our Medium4.com Website.

     OUR VIEW OF THE INTERNET

     In recent  years,  the World  Wide Web  transformed  the  Internet  from an
academic and government curiosity into a consumer mass medium for communication,
entertainment  and  information.  We believe that over the next  several  years,
broadband, or high speed Internet connection, will transform the Internet into a
commercially  viable  broadcasting  medium that will merge,  or  converge,  with
digital/satellite  TV. We  believe  an  opportunity  exists to  cost-effectively
create  and build  broadband  entertainment  channels  in  anticipation  of this
transformation   of   the   Internet   and   its   eventual   convergence   with
digital/satellite TV.

     OUR CONTENT STRATEGY

     The experience of the cable  networks as a broadcast  medium has shown that
they can increase  revenues by  narrowing  the overall TV audience  (i.e.,  with
niche,  or  special  interest,  channels).  This  practice  can be thought of as
"narrowcasting"  as opposed to  "broadcasting."  Given the growth and success of
the cable TV industry, we believe there exist market opportunities to launch and
build next-generation cable-style niche programming on the Internet,  especially
after the convergence of the Internet and digital/satellite TV.

     We have  attempted to extend cable TV's  successful  niche program model to
our SLS broadband entertainment channels and to our video-on-demand channels. We
believe each channel  distinctively  reflects a particular content focus and has
its own unique  style and  design  that is  flexibly  tailored  to the  audience
targeted  by that  channel.  To date we are  offering  the  following  three SLS
channels:

     o    TranceTV.com: electronic music with psychedelic visuals;

     o    AllJazzTV.com: jazz music; and

     o    Identite'sTV.com: contemporary world music.

     We plan to launch the following five channels in April 2001:

     o    StreamingUSA.com: travel in the United States;

     o    ForeignTV.com: worldwide travel;

     o    CultClassicTV.com: classic cult movies;

     o    ForeignFilmTV.com: foreign films; and

     o    BeachClubTV.com: beach and seascape travel.

     Currently,  our  programming  and  content is  available  to viewers of our
channels  free of charge.  We are  reviewing  and  testing  the  possibility  of
providing certain content on a pay-per-view basis.

     INTERNET ADDRESSES--DOMAIN NAMES FOR PRESENT AND FUTURE CHANNELS

     The Company owns or licenses more than 1,500 unique  Internet  addresses or
domain  names.  We  currently  offer  content  from  approximately  40 of  these
addresses.  For the  approximately  135 domain names that we license pursuant to
exclusive 25-year  arrangements with certain of our executive officers and their
affiliates,  we are required to pay annual  license  fees  beginning at $600 per
domain name, escalating to $2,500 per domain name through the 25th year. For all
other domain  names,  we are only required to pay an annual  maintenance  fee of
approximately $35 per name, or a current aggregate of approximately  $70,000. As
of December  31, 2000,  we were  delinquent  in these  payments to the extent of
approximately  $60,000.  We intend to create programming for some but not all of
the names that we own or license.  As part of our business strategy,  we seek to
protect  the  names  that we  actually  use,  or plan to use,  by  applying  for
trademark registration for these names.

     ANTICIPATED REVENUE SOURCES

     ADVERTISING

     In addition to  rotating  and  permanent  placement  of buttons,  logos and
banners, integrated gateway and multimedia banner ads on our channels, we expect
to derive  revenues from the sale of  advertising  time on our  channels,  using
customized advertisements through the following methods:

     o    Audio and video advertising integrated into our content.

     o    Sponsorships sold for part or all of a channel.

     o    Broadcasts of "infomercials."

     Advertisements on SLS channels can ranging from 10-second animated spots to
more traditional 30- and 60-second TV-like  "commercials",  and can be digitally
inserted into the channels' continuously streaming content at regular intervals.
We plan to continue to engage outside consultants to solicit advertisers for our
channels.

     PROGRAMS

     We  established  an  affiliates  program at the end of 1999.  We have found
strong interest from overseas  production and media  organizations that may have
extensive  traditional  broadcasting  or  telecommunications  experience but are
seeking  branded  relationship  and  expertise in order to develop  online video
capabilities.  For a monthly fee, our affiliates were entitled to utilize a site
from our collection of domain names and use our  proprietary PLS streaming media
technology  solutions  that  include  content  encoding,   hosting  and  content
streaming  services.

     In May 2000,  the Company  entered into a master  affiliate  agreement with
Windfire  International  Corporation,  Ltd." Windfire", a British Virgin Islands
Corporation,  pursuant to which the Company granted Windfire the exclusive right
for an  initial  term of five  years to grant  licenses  solely to  persons  and
entities  acceptable to the Company for the  establishment  and operation within
the nations of Brunei, Indonesia,  Kenya, Malaysia, the Philippines,  Singapore,
South Africa, Tanzania, Thailand and Uganda of Internet sites that will comprise
discrete  channels  upon one or more of our  network  of web  sites.  The master
affiliate agreement required Windfire to pay us a one time fee of $1,500,000, of
which  $500,000 has been  received to date.  Revenues are being  recognized on a
straight line basis over the term of this agreement. The Company is currently in
litigation  over  payment  of the  remaining  fees  for  this  master  affiliate
agreement.

     In July  2000,  we entered  into an  agreement  with our 10% held  Japanese
affiliate,  Foreign TV, Inc., amending our affiliate program in Japan. Under the
amended agreement,  the participants agreed to double the affiliate license fees
payable  under the original  agreement and to pay a $300,000 lump sum on account
of the increase.

     We intend to  continue  the  affiliates  program  by  offering  specialized
content and technology through our Medium4.com Player and SLS channels.

     We also plan to market  video-on-demand and SLS custom channel packages for
customers  ranging  potentially  from  businesses  and  commercial  services  to
advocacy  organizations and foreign governments,  with their own online channel.
We will work with the customer to develop their  channels with content  provided
by the  customer.  As a result,  the customer will be able to control and manage
their programming.

     PLS--PRIVATE LABEL STREAMING

     In order to develop and implement our business as an Internet  broadcaster,
we have developed proprietary streaming media technology  solutions--PLS-Private
Label  Streaming--to  provide  back-end  content  encoding,  hosting and content
streaming  capabilities.  During  2000,  we  sold  several  encoding  mechanisms
containing the PLS technology.  We plan to continue to develop, sell and license
these systems.

     STRATEGIC RELATIONSHIPS

     During 2000, we were a strategic partner with Microsoft in their initiative
of  leading  broadband  content  and  technology  companies.  As  part  of  this
relationship,  and in  consideration  for a  limited  license  to  showcase  our
content,  Microsoft  paid us for a portion of our streaming  services  costs and
provided us with high-level  strategic  technical support and services.  We were
also able to  provide  our  viewers  with the  ability to  download  Microsoft's
Windows  Media  Player  (TM)  for  their  own use and to  employ  Windows  Media
Technology to deliver our streaming video content.  Microsoft, in turn, provided
summaries of some of our programming content on its Microsoft Network, MSN's Web
Events  Internet  site and enabled MSN viewers to access our channels  from such
site by means of a link.  We have been a strategic  partner with Real  Networks,
Inc. to showcase  excerpts of our  low-band  content on Real  Networks'  "Take 5
Program."  We have also  entered  into a number  of  arrangements  with  content
providers  to  acquire  content  at  terms  and  costs  that,  we  believe,  are
advantageous  to us. Among others,  we have  relationships  with several content
providers that add significant audio and video programs to our collection.

     MARKETING AND PROMOTION

     To encourage the widespread  downloading of our Medium4.com  Player and the
viewing of our SLS channels,  we plan to concentrate  our marketing  efforts and
resources on hiring outside consultants to facilitate mass e-mail campaigns that
target potential viewers by channel, content and interest.

     COMPETITION

     We compete with on-line  services,  other Website operators and advertising
networks, as well as traditional media such as television,  radio and print, for
a share of  advertisers'  total  advertising  budgets  and sales of  advertising
spots.  We  believe  that  the  principal  competitive  factors  for  attracting
advertisers include:

     o    the number of users accessing our Website;

     o    the demographics of our users;

     o    our ability to deliver focused  advertising and interactivity  through
          our Website;

     o    the  overall  cost-effectiveness  and  value  of  advertising  on  our
          network; and

     o    the ability of our viewers to access the Internet  through  high-speed
          connections.

     There is intense  competition  for the sale of advertising on  high-traffic
Websites,  which has  resulted  in a wide  range of rates  quoted  by  different
vendors for a variety of  advertising  services,  making it difficult to project
levels  of  Internet  advertising  that  will be  realized  generally  or by any
specific  company.  Any  competition  for  advertisers  among present and future
Websites,  as well as competition with other  traditional  media for advertising
placements,  could result in significant price competition.  We also compete for
traditional media advertising sales with national radio and television networks,
as well as local  radio and  television  stations.  Such  radio  and  television
networks  and  stations  in  virtually  all  instances   have  larger  and  more
established sales organizations than ours. These companies may also have greater
name  recognition  and  more  established  relationships  with  advertisers  and
advertising  agencies.  Such competitors may be able to undertake more extensive
marketing campaigns,  obtain a more attractive inventory of ad spots, adopt more
aggressive  pricing policies and devote  substantially more resources to selling
advertising inventory. Moreover, we compete against a variety of businesses that
provide content through one or more mediums,  such as print, radio,  television,
cable television and the Internet. To compete  successfully,  we have to provide
sufficiently  compelling  and  popular  content to attract  viewers  and support
advertising  intended  to reach  such  users.  We  believe  that  the  principal
competitive  factors in attracting Internet users include the quality of service
and the  relevance,  timeliness,  depth and  breadth  of  content  and  services
offered.

     The Internet  broadcasting market is highly  competitive.  Although many of
our major  competitors of streaming video have ceased operations during 2000, we
believe we will continue to compete against a variety of content-based  Internet
companies.  Some of the principal competitive factors in this market include the
ability  to adapt  to new  technologies  and  enhance  the  quality  of  content
transmission, the ability to deliver quality content to your target viewers, the
ability  to obtain  advertisers  and the  ability  to have  available  financial
resources.

     We  believe  that our  business  focus  of  providing  entertainment  niche
programming on a streaming basis through the use of our  Medium4.com  Player and
its  unique  channel  changing  capability  has  differentiated  us  from  other
content-based  Internet  companies.  We  believe  we  do  not  have  any  direct
competitors  in this new market.  However,  we can give no assurance  that other
companies  will not develop  competing  technology  and business  strategies and
directly compete in the streaming entertainment niche programming.


     INTELLECTUAL PROPERTY

     We regard our copyrights, trademarks, trade secrets, domain name rights and
similar intellectual  property as significant to our growth and success. We rely
upon a combination  of copyright and trademark  laws,  trade secret  protection,
domain  name  registration   agreements   confidentiality   and   non-disclosure
agreements and contractual  provisions with our employees and with third parties
to establish  and protect our  proprietary  rights.  We have applied for federal
trademark  protection  for our  networks  and  channels  and intend to apply for
federal  trademark  protection for certain of the marks and names that we use in
the course of our business. To protect the methods,  systems and procedures that
we developed for the publishing of our content and our streaming operations,  we
have filed a provisional  patent  application  with the United States Patent and
Trademark Office in December 1999.

     GOVERNMENT REGULATION

     There are few laws or regulations directly applicable to the Internet.  For
example,  the  Digital  Millennium  Copyright  Act,  enacted  into  law in 1998,
protects certain qualifying online service providers from copyright infringement
liability,  the Internet Tax Freedom Act,  also enacted in 1998,  placed a three
year  moratorium  on new state and local taxes on Internet  access and commerce,
and under the Communications  Decency Act, an Internet service provider will not
be treated as the  publisher or speaker of any  information  provided by another
information  content  provider.  The Child Online Protection Act of 1998 imposes
criminal  penalties  and civil  liability  on anyone  engaged in the business of
selling  or  transferring  material  that is harmful to minors, by means of the
Internet,  without  restricting  access to this  type of  material  by  underage
persons. Numerous states have adopted or are currently considering similar types
of  legislation.  The  nature of this and future  legislation  and the manner in
which they may be interpreted and enforced cannot be fully  determined and could
subject us to potential liability, which in turn could harm our business.

     The appeal of the Internet makes it likely,  however,  that state, national
or  international  laws may be implemented in the future covering such issues as
user  privacy,   defamatory   speech,   copyright   infringement,   pricing  and
characteristics and quality of products and services.  Any new law or regulation
may have the effect of limiting  the use of the Internet and its growth as a new
medium to communicate.

     EMPLOYEES

     In connection  with the move of our operations to Miami Beach,  the closing
of our facility in Paris,  France, and the further reduction of our staff due to
the automation and outsourcing of much of our streaming video  presentation  and
content development, as of December 31, 2000, we had 5 full-time employees and 1
part-time employee.

     None of our employees is subject to a collective  bargaining  agreement and
we believe that our relations with our current employees are good.

ITEM 2.  PROPERTIES

     From January 2000 to September 2000, we maintained our executive offices in
leased  premises of  approximately  5,300 square feet at 120 Fifth Avenue in New
York City. During this period, we paid  approximately  $13,250 per month in base
rent.  The lease for these  premises was due to expire in May 2006. In September
2000, we moved our encoding,  editing, production and other operating facilities
to offices located at 1220 Collins Avenue,  Units 100, 110 and 130, Miami Beach,
Florida 33139.  The rent payable by the Company for this space is  approximately
$7,000 per month. We subsequently sublet the New York City premises,  along with
some of our  furniture  and  equipment.  In  December  2000,  we  relocated  our
executive offices to our Miami Beach facilities and terminated our lease for the
premises located at 120 Fifth Avenue, without penalty. We believe our facilities
are adequate for our current purposes.

ITEM 3.  LEGAL PROCEEDINGS

     As previously  reported,  we entered into a master affiliate agreement with
Windfire International Corporation,  Ltd., a British Virgin Islands corporation,
pursuant to which we granted Windfire the exclusive right for an initial term of
five years to grant licenses solely to persons and entities acceptable to us for
the establishment and operation within the nations of Brunei, Indonesia,  Kenya,
Malaysia,  the  Philippines,  Singapore,  South Africa,  Tanzania,  Thailand and
Uganda of Internet sites that will comprise  discrete  channels upon one or more
of our network of  streaming  media  Websites.  The master  affiliate  agreement
required  Windfire to pay us a one-time master license fee of $1.5 million on or
before June 30, 2000, of which $500,000 has been received to date. Windfire also
agreed to pay us commissions over the term of the master  affiliation  agreement
calculated  upon  specified  percentages  of annual gross  revenues  received by
Windfire from its licensees.

     On or about  September  15,  2000,  Windfire,  which we believe is owned or
otherwise  affiliated with Mr. G. Selva Raj,  initiated a demand for arbitration
before the American Arbitration  Association,  New York Region, seeking an award
declaring that the master affiliate  agreement  between our company and Windfire
is  unenforceable  and void.  Windfire  asserts,  among other  matters,  that we
fraudulently  induced it to enter into such  agreement  by  misrepresenting  the
state of development of wireless  telecommunication  capabilities on the African
continent.  Windfire also asserts that the agreement is void or voidable because
of alleged  omissions  of what it  categorizes  as essential  components  of the
agreement,  thereby  demonstrating the absence of a meeting of the minds between
our companies.  Windfire is also seeking  $500,000 and compensatory and punitive
damages  that were not  quantified.  We have  denied  the  material  allegations
asserted  by  Windfire  in its demand  for  arbitration  and we have  asserted a
counterclaim for payment of the $1.0 million  outstanding  balance of the master
license fee owed to us by Windfire.

     On or about September 19, 2000,  Cavendish Asset Management Ltd., a British
Virgin  Islands  corporation,  which  we  believe  is also  owned  or  otherwise
affiliated with Mr. Raj , initiated an action against us,  Jonathan  Braun,  our
Chief Executive Officer, Marc D. Leve, our former Vice President-Legal  Affairs,
and others in the  Supreme  Court of the State of New York,  County of New York.
Cavendish's  complaint  alleges  that  it had  entered  into a term  sheet  with
Antafin,  B.V., a  Netherlands  corporation,  calling for its  acquisition  of a
certain political and travel publication known as Executive Class. The complaint
asserts that Antafin was owned and controlled by us.  Cavendish  further alleges
that we and Messrs.  Braun and Leve, as well as certain of our former  officers,
fraudulently induced Cavendish to pay $1.0 million to Antafin as a down payment,
and that if  Cavendish  and  Antafin  were  unable  to  negotiate  a  definitive
acquisition  agreement,  Cavendish  would be entitled  to its return.  Cavendish
asserts that no definitive agreement with respect to the sale of Executive Class
was ever reached  between  Cavendish  and Antafin and that  notwithstanding  its
repeated  demands,  Antafin  has  refused  to  return  Cavendish's  downpayment.
Cavendish  seeks  an  injunction  against  us and each of the  other  defendants
enjoining the transfer,  disposition  or concealment of the alleged $1.0 million
downpayment,  and a judgment  against us and the other  defendants,  jointly and
severally,  in the amount of $1.0 million plus punitive damages,  which were not
quantified.  We believe that the claims  asserted  against us by  Cavendish  are
without merit and we intend to vigorously defend this action.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended December 31, 2000.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock and warrants  are listed on the  American  Stock  Exchange
under the symbols "MDM" and "MDM.WS".  The following  table sets forth the range
of the  high  and low  closing  prices  for  such  securities  for  the  periods
indicated.

------------------------------------ --------------------- ---------------------
                                                            Redeemable Common
                                                              Stock Purchase
                Quarter Ended*           Common Stock             Warrants
------------------------------------ --------------------- ---------------------
                                      High      Low         High       Low
------------------------------------ ---------- ---------- ---------- ----------

June 30, 1999 (beginning 6/8/99)     5 1/4      4 1/2      1 3/16     5/8
------------------------------------ ---------- ---------- ---------- ----------

September 30, 1999                   5 1/4      3 1/2      1 1/4      11/16
------------------------------------ ---------- ---------- ---------- ----------

December 31, 1999                    7 3/16     3 7/8      1 5/16     3/4
------------------------------------ ---------- ---------- ---------- ----------

March 31, 2000                       6 3/8      4 1/2      1 1/4      13/16
------------------------------------ ---------- ---------- ---------- ----------

June 30, 2000                        6 7/8      2 7/8      1 3/8      9/16
------------------------------------ ---------- ---------- ---------- ----------

September 30, 2000                   5 1/8      2 5/8      7/8        1/16
------------------------------------ ---------- ---------- ---------- ----------

December 31, 2000                    2 11/16    3/16       3/8        1/64
------------------------------------ ---------- ---------- ---------- ----------
--------------

*Prior to 2000, our securities were traded on the OTC Bulletin Board. This table
reflects the OTC Bulletin  Board high/low bid quotations for the period prior to
this date and the  high/low  bid prices for the period after this date as quoted
on the American Stock Exchange.

     On April 13, 2001,  there were 178 and 68 recordholders of our common stock
and warrants, respectively, although we believe that there are other persons who
are beneficial owners held in street name. We have never paid cash dividends. We
intend to retain any future  earnings for the operation and the expansion of our
business and do not  anticipate  paying any cash  dividends  in the  foreseeable
future.

     In June 2000,  the Company  began  offering the sale of equity units in the
Company pursuant to a Confidential Private Placement Memorandum. The Company has
raised $840,000  through the sale of these units. The modified terms of the sale
of units resulted in the sale of 1,500,000  shares of common stock and 1,500,000
Series A  redeemable  common  stock  purchase  warrants for $3.00 per shares for
three years.

     From December 31, 1999 through December 31, 2000, we used the remaining net
proceeds  from our initial  public  offering of April 13, 1999, in which we sold
1,678,433  units of  securities  consisting  of our common stock and warrants to
purchase our common stock.

ITEM 6. SELECTED FINANCIAL DATA

     Our consolidated balance sheet and statement of operations are set forth in
this  Report in the  Financial  Pages and Notes  thereto,  and are  incorporated
herein by reference.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

     INTRODUCTION

     We were  incorporated  in  Delaware on November  12,  1998,  under the name
foreignTV.com,  Inc. We were founded to pursue opportunities  arising out of the
Internet's emergence as a broadcast medium, which resulted,  in large part, from
the advent of streaming  video  technology  and the  availability  of high speed
Internet access.

     We commenced our  operations  in April 1999 as a single  foreign TV network
that created,  produced and  distributed  location-specific  programming  on the
Internet  using  streaming  video  technology.  We then expanded our business to
provide  streaming  audio  and  video  content  over six  Internet  "television"
networks,  which in the aggregate hosted over 100 distinct  channels targeted to
various market  segments and niches.  In December 1999, we changed our name from
foreignTV.com,  Inc. to Medium4.com,  Inc. to reflect the diversification of our
programming  and to  underscore  the  Internet's  role as the fourth  medium for
television  broadcasting,  after cable,  satellite  and  traditional  television
transmission.

     We have recently  refocused our business model to de-emphasize the offering
of thematic  video-on-demand  networks  in favor of a single  network of special
interest,  continuously  streaming  broadband  entertainment  channels,  using a
previously unavailable technology called Simulated Live Stream, or SLS.

     In view of the  rapidly  evolving  nature of our  business  and our limited
operating  history,  we believe that a description of our revenues and operating
results  is not  necessarily  meaningful  and  should  not  be  relied  upon  as
indications  of future  performance.  Our current  business plan assumes that we
will not derive any significant  revenues from  advertising or other  activities
during the first half of 2001, or even later.  Our business plan further assumes
that,  subject  to cash flow  availability,  we will  continue  to invest in and
disburse  substantial  funds to continue  current  operations and to develop our
single   network  of  special   interest,   continuously   streaming   broadband
entertainment  channels,  for which purpose we will require  additional  capital
investments.

     Remaining a going concern will require additional financing until such time
as sufficient cash flows are generated from  operations.  Although we anticipate
certain additional debt and equity financing, there can be no assurances that we
will be able to obtain  such  financing  to execute  our  business  model.  Cash
available at December 31, 2000,  together with cash from  anticipated  financing
and revenues,  is expected to be able to support our operations  through the end
of the third  quarter  of the year  2001.  We will  need to  obtain  substantial
additional financing in order to continue,  expand our operations and to sustain
our cash  flow.  We do not know if  additional  financing,  in excess of what is
currently anticipated, will be available to us on commercially reasonable terms,
or at all.  Moreover,  if we raise additional capital through borrowing or other
debt financing, we would incur substantial interest expense. Sales of additional
equity  securities  will dilute on a pro rata basis the percentage  ownership of
all holders of common  stock.  If we do raise more capital in the future,  it is
likely that it will result in substantial dilution to our present  stockholders.
Any inability to obtain  additional  financing will materially  adversely affect
us, including possibly  requiring us to significantly  curtail or cease business
operations.

     RESULTS OF OPERATIONS

     YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

     We  sustained a net loss of  approximately  $9.5 million for the year ended
December  31, 2000 on revenues of  $390,354,  derived  from  licensing  fees and
advertising  fees.  Our net  loss  for the  year  ended  December  31,  1999 was
approximately $3.8 million on revenues of $45,800,  derived from advertising and
the production of infomercials.

     Production  costs for the development of our original  content for the year
ended  December  31,  2000  were  approximately  $1.2  million  as  compared  to
approximately  $1.1 million for the prior year. This amount includes the cost of
(i) data communications, (ii) software license fees, (iii) content license fees,
where  necessary in order to acquire  additional  content,  and (iv) expenses of
hiring and  compensating  employees  who handle  production  and delivery of our
content.

     Our selling,  general and  administrative  expenses were approximately $8.0
million  for  the  year  ended  December  31,  2000,   consisting  primarily  of
approximately  $4.2 million in personnel  costs,  $917,832 in  professional  and
consulting fees,  $774,017 in equipment and depreciation,  $487,669 in sales and
marketing   costs,  and   approximately   $1.3  million  in  other  general  and
administrative  costs.  Internet  domain and Web service  costs,  together  with
miscellaneous  expenses,  accounted  for the balance.  Our selling,  general and
administrative  expenses  were  approximately  $2.8  million  for the year ended
December 31, 1999, consisting primarily of $663,476 in personnel costs, $381,034
in professional and consulting fees, $335,926 in rent,  overhead,  equipment and
depreciation,  $124,823  in sales and  marketing  costs,  and  $821,169 in other
general  and  administrative  costs.  Internet  domain  and Web  service  costs,
together with miscellaneous expenses, accounted for the balance.

     We incurred  depreciation and amortization expense of $670,225 and $145,868
for the years ended, respectively,  December 31, 2000 and 1999. This was derived
primarily from depreciation relating to our leasehold improvements and furniture
and computer and camera equipment purchases.

     Our net loss for the year ended  December  31, 2000  includes a fixed asset
write down of  $344,922,  primarily  attributable  to the  closure of our Paris,
France facility and the relocation of our operations from New York City to Miami
Beach, Florida, offset in part by interest income of $86,809.

     LIQUIDITY AND CAPITAL RESOURCES

     Since inception, we have financed our operations primarily through sales of
our common  stock and warrants in our initial  public  offering and from several
private  placements.  Net proceeds  from these sales have totaled  approximately
$10.6 million,  with $8.8 million raised in the initial public offering and $1.9
million  raised in the  private  placements.  The  amount of  $200,000  has been
received on account of a $600,000 financing  commitment and the total financings
immediately  anticipated  for the first half of 2000 are expected to be at least
$650,000.

     For the year ended December 31, 2000, we used approximately  $(4.7) million
in  connection  with  our  operating  activities.   Such  amount  was  primarily
attributable  to net losses,  offset in part by common stock and options  issued
for  services,   increases  in  accounts  payable  and  deferred  revenue,   and
depreciation,  amortization  and unearned  compensation  expenses.  For the year
ended  December  31, 2000,  we used  approximately  $3.2  million for  investing
activities.

     We have  recently  relocated  our  executive  offices from New York City to
Miami Beach,  Florida,  where we have  maintained  our  operations  center since
December  2000.  We  anticipate  that this move will reduce our  monthly  office
rental expense from approximately  $13,250 to approximately  $7,000. We incurred
no  penalty  in  terminating  the  lease  upon our New York City  facility,  and
recovered  $35,000 of our security  deposit.  We concurrently  reduced our staff
from  approximately  33 employees to 6, which has reduced our monthly  personnel
expense from approximately $295,000 to $80,000. This reduction was made possible
when we automated and outsourced  much of our streaming video  presentation  and
content development and moved our operations to Miami Beach, Florida.

     We believe that our success will depend  largely on our ability to become a
leading source for continuously  streaming media entertainment niche programming
on the Internet. During the year ended December 31, 2000, we continued to invest
in  and  incur  significant   expenditures  and  costs  to  achieve  this  goal.
Accordingly,  we intend to continue to make  significant  investments to acquire
content and develop unique niche  programming,  to encourage mass downloading of
our Medium4.com  Player,  to increase the number of viewers of our SLS channels,
to attract  advertisers  for our SLS  channels,  to ensure  that the  technology
needed to provide  our  content  stays  current  and to  continue  to market our
affiliates program and sell our PLS technology

     At December 31, 2000, we had $50,462 in cash and cash equivalents  which we
believe,  together with cash from  anticipated  financings  and  revenues,  will
support our  operations  through the end of the third  quarter of 2001.  We will
require substantial additional financing to remain a going concern and to expand
our  operations.  We do not know if additional  financing,  in excess of what is
currently anticipated,  will be available to us or, if it is available,  whether
it will be available on commercially  reasonable  terms. Any inability to obtain
additional  financing will materially  adversely affect us,  including  possibly
requiring us to significantly curtail or cease business operations.

FORWARD-LOOKING STATEMENTS

     Management's Discussion and Analysis above contains certain forward-looking
statements and information relating to us and to our present and future business
operations  within the meaning of Federal  securities  law.  We have  identified
these  statements by using  forward-looking  terminology  such as "may," "will,"
"expect,"  "anticipate,"  "estimate,"  "predict",   "contemplate",   "continue,"
"believe,"  "intend,"  the negative of the  foregoing  words,  or other  similar
words.  These  words,  however,  are not the  exclusive  means by which  you can
identify  these  statements.  You can also identify  forward-looking  statements
because they discuss  future  expectations,  contain  projections  of results of
operations   or  of  financial   conditions,   characterize   future  events  or
circumstances or state other forward-looking information.

     The  forward-looking  statements  included in  Management's  Discussion and
Analysis are based on our beliefs as well as assumptions made using  information
currently  available  to us,  and we assume  no  obligation  to update  any such
forward-looking  statements.  We believe that the expectations reflected in such
forward-looking statements are based on reasonable assumptions. However, because
these  statements  reflect our current views  concerning  future  events,  these
statements involve certain risks,  uncertainties and assumptions.  Actual future
results may differ materially and  significantly  from the results projected and
discussed in the forward-looking statements.

     We caution you that our business and financial  performance  are subject to
substantial risks and uncertainties.  Potential risks and uncertainties include,
among others, the risk factors set forth herein.

     RISK FACTORS

     WE HAVE A LIMITED OPERATING HISTORY

     We have a limited  operating  history on which to base an evaluation of our
business and prospects, having only commenced our initial business operations in
April 1999. Our prospects must be considered in light of the risks, difficulties
and  uncertainties  frequently  encountered  by  companies  in an early stage of
development,  particularly companies in new and rapidly evolving markets such as
the market for  Internet  broadcasting,  services and  advertising.  These risks
include our ability to

     o    provide compelling and unique content to Internet users;

     o    successfully market and sell our services; and

     o    effectively  develop  new and  maintain  existing  relationships  with
          companies in our affiliate  program,  advertisers,  content providers,
          business  customers  and  advertising  agencies and other persons with
          which do business.

     As we have so little  history of  operations,  investors  will be unable to
assess our future  operating  performance  or our  future  financial  results or
condition by comparing these criteria against their past or present equivalents.

     WE HAVE EXTREMELY LIMITED CASH FLOW

     Our business is in a developmental  stage and requires  substantial capital
to continue  operations.  At the present time,  we have not  generated  material
revenues  from  operations.  To date,  our cash  flow has  primarily  come  from
intermittent  sales  of our  securities.  We also  have  minimal  cash  and cash
equivalents.  We can give no assurance our cash flow will be sufficient to allow
us to continue our operations at the present, if at all.

     WE EXPECT TO INCUR SIGNIFICANT LOSSES FOR THE FORESEEABLE FUTURE

     We have  only  recently  recognized  material  revenues  from  services  or
advertising  and we have  experienced net losses since  inception.  We expect to
incur  significant  losses  on both a  quarterly  and an  annual  basis  for the
foreseeable  future.  There  can be no  assurance  that  we  will  ever  achieve
profitability.

     WE WILL NEED SIGNIFICANT ADDITIONAL FINANCING TO CONTINUE OPERATIONS

     We will  require  substantial  additional  financing in order to be able to
continue  operations.  In the event that we are unable to secure such financing,
we will be forced to sell assets to generate cash. We have no current definitive
arrangements with respect to additional  financing and there can be no assurance
that any such  financing  will be  available  to us on  commercially  reasonable
terms, or at all. Moreover,  if we raise additional capital through borrowing or
other debt financing,  we would incur  substantial  interest  expense.  Sales of
additional equity securities will result in substantial pro rata dilution to our
present  stockholders.   Our  inability  to  obtain  additional  financing  will
materially adversely affect us, including possibly requiring us to significantly
curtail  operations or to cease operations  altogether.  Technological  stock in
general  have  recently  experienced  significant  downturns  on  the  financial
markets, and the trend is expected to continue  indefinitely.  Negative investor
sentiment  for  technology  stocks will  adversely  affect our ability to secure
additional financing.

     LOW TRADING  VOLUME IN OUR STOCK MAY RESULT IN  DELISTING OF TRADING ON THE
AMEX

     The price and volume at which our stock has recently traded on the American
Stock Exchange does not meet the AMEX criteria for continued  listing.  Although
the AMEX has not  officially  communicated  any  intention  to us to delist  our
stock, if our stock were to be delisted,  it would materially affect the ability
of an investor to dispose of their shares of our stock,  and further  reduce the
liquidity of their investment.

     WE WILL BE UNABLE TO ATTRACT  VIEWERS TO OUR NETWORKS AND THEIR CHANNELS IF
THE PUBLIC REJECTS STREAMING TECHNOLOGY

     Our success will depend upon market  acceptance of streaming  technology as
an alternative to broadcast television.  Without streaming  technology,  viewers
would not be able to initiate playback of our programming until such programming
is downloaded in its  entirety,  resulting in  significant  waiting  times.  The
acceptance  of  streaming  technology  will  depend  upon a number  of  factors,
including  market  acceptance of streaming  players such as Microsoft's  Windows
Media Player (TM) , Real  Networks' Real  Player(TM),  and  Medium4.com  Player,
technological  improvements to the Internet infrastructure to allow for improved
video and audio  quality  and a  reduction  in  Internet  usage  congestion.  In
addition,  Internet congestion may interrupt audio and video streams,  resulting
in user  dissatisfaction.  Our prospects will be adversely affected if streaming
media technology fails to achieve or maintain broad acceptance.

     WE ARE DEPENDENT ON PROVIDERS OF STREAMING MEDIA PRODUCTS

     We  currently  license  software  products  that  enable the  broadcast  of
streaming  media  from  such  companies  and  others.  We may  need  to  acquire
additional  licenses  to meet our  future  needs.  Users are  currently  able to
download  electronically  copies of Microsoft's  Windows Media Player(TM),  Real
Network's  Real  Player(TM),  and our  Medium4.com  software free of charge.  If
providers  of  streaming  media  products  substantially  increase  license fees
charged to us for the use of their  products or refuse to license such  products
to us,  our  ability  to provide  streaming  audio and video  will be  adversely
affected.

     WE ARE DEPENDENT ON PROVIDERS OF BROADBAND AND HIGH SPEED INTERNET ACCESS

     We rely on  providers  of  broadband  and high  speed  Internet  access  to
facilitate  the viewing of our SLS  channels.  Because our  Medium4.com  Player,
which is the software used to play the SLS channels,  can only play SLS channels
using high speed Internet access,  without such access viewers would not be able
to download  our SLS  programming.  If  providers  of  broadband  and high speed
Internet access do not sustain existing operations,  or fail to maintain current
access  speeds,  our  ability  to  provide  streaming  video  will be  adversely
affected.

     WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS

     We regard our copyrights, trade secrets,  trademarks,  patents, and similar
intellectual  property as significant to our growth and success.  We rely upon a
combination  of  copyright  and  trademark   laws,   trade  secret   protection,
confidentiality  and non-disclosure  agreements and contractual  provisions with
our employees  and with third  parties to establish and protect our  proprietary
rights.  We have applied for federal  trademark  protection for our networks and
other channels and brands and intend to apply for federal  trademark  protection
for other marks and names used in our business.  Legal standards relating to the
validity,  enforceability and scope of protection of certain  proprietary rights
in Internet-related  industries are uncertain and still evolving.  We are unable
to  assure  investors  as to  the  future  viability  or  value  of  any  of our
proprietary rights or those of other companies within the industry.  We are also
unable to assure investors that the steps taken by us to protect our proprietary
rights will be adequate. Furthermore, we can give no assurance that our business
activities  will not infringe  upon the  proprietary  rights of others,  or that
other parties will not assert infringement claims against us.

     GOVERNMENT REGULATION OF THE INTERNET COULD HARM OUR BUSINESS

     There are few laws or regulations directly applicable to the Internet.  For
example,  the  Digital  Millennium  Copyright  Act,  enacted  into  law in 1998,
protects certain qualifying online service providers from copyright infringement
liability,  the Internet Tax Freedom Act,  also enacted in 1998,  placed a three
year  moratorium  on new state and local taxes on Internet  access and commerce,
and under the Communications  Decency Act, an Internet service provider will not
be treated as the  publisher or speaker of any  information  provided by another
information  content  provider.  The  appeal of the  Internet  makes it  likely,
however,  that state,  national or international  laws may be implemented in the
future  covering  such  issues as user  privacy,  defamatory  speech,  copyright
infringement,  pricing and characteristics and quality of products and services.
Any new law or  regulation  may  have  the  effect  of  limiting  the use of the
Internet and its growth as a new medium to communicate could harm our business.

     We currently  do not collect  sales or other taxes with respect to the sale
of  services or  products  in states and  countries  where we believe we are not
required to do so. One or more states or  countries  have sought to impose sales
or other tax  obligations  on companies  that engage in online  commerce  within
their  jurisdictions.  A successful assertion by one or more states or countries
that we should  collect sales or other taxes on products and services,  or remit
payment of sales or other taxes for prior periods,  could  adversely  affect our
business.

     The Child Online  Protection  Act of 1998 imposes  criminal  penalties  and
civil  liability on anyone  engaged in the  business of selling or  transferring
material  that  is  harmful  to  minors,  by  means  of  the  Internet,  without
restricting access to this type of material by underage persons. Numerous states
have adopted or are  currently  considering  similar types of  legislation.  The
imposition  upon us of  potential  liability  for  broadcasting  content that is
harmful to minors could require us to implement  measures to reduce  exposure to
liability,  which may require the expenditure of substantial  resources.,  or to
discontinue various content offerings.  Further,  the costs of defending against
any claims and potential  adverse outcomes of these claims could have a material
adverse effect on our business.

     WE ARE DEPENDENT ON CERTAIN THIRD PARTY PROVIDERS

     Our future  success  depends  upon our  ability to  aggregate  and  deliver
compelling content over the Internet.  We rely on third party content providers,
such as television  stations and networks,  businesses and other  organizations,
film  producers  and   distributors,   and  record  labels  for  compelling  and
entertaining  content.  Our ability to  maintain  and build  relationships  with
content  providers is critical to our success.  Although many of our  agreements
with third party content  providers are for initial terms of more than one year,
such agreements may not be renewed or may be terminated  prior to the expiration
of their terms if we do not fulfill our contractual  obligations.  Our inability
to secure  licenses from content  providers or the  termination of a significant
number of content provider agreements would decrease the availability of content
that we can offer users.  Such inability or termination  may result in decreased
traffic on our Websites and, as a result,  decreased advertising revenue,  which
could adversely affect our business.

     We also rely on certain  technologies we license from third parties.  There
can be no assurance these  third-party  technology  licenses will continue to be
available to us on commercially  reasonable  terms.  The loss of such technology
could require us to obtain substitute technology of lower quality or performance
standards or at greater cost, which could harm our business. However, other than
our  trademarks  and  service  marks,  we do not  believe  that  the loss of any
particular one of our  intellectual  property  rights would  materially harm our
business.

     OUR LARGE NUMBER OF SHARES AVAILABLE FOR FUTURE SALE COULD ADVERSELY AFFECT
THE PRICE OF OUR SECURITIES

     Shares of our common stock owned by our affiliates, as this term is defined
in the Securities  Act, will be restricted and subject to the limitations of SEC
Rule 144.  Subject to certain  contractual  limitations,  holders of  restricted
shares  generally  will be  entitled to sell these  shares in the public  market
without  registration  either  pursuant  to  Rule  144 or any  other  applicable
exemption  under the Securities  Act. As of December 31, 2000,  certain  lock-up
agreements with our founders and employees, restricting the sale of common stock
owned by these founders and employees, have expired, or are due to expire in the
near  future.  Sales  of  substantial  amounts  of  restricted  shares,  such as
locked-up   shares,   when  they  become  available  for  public  sale,  or  the
anticipation of such sales,  could adversely  affect the then prevailing  market
price of our common stock and may also impair our future ability to raise equity
capital.  Additionally,  outstanding options and warrants covered  approximately
11,458,619  shares of common stock.  Future sales of any shares  underlying  our
outstanding  options and  warrants,  or the  anticipation  of such sales,  could
adversely affect the market price of our securities and could materially  impair
our future  ability to raise capital  through an offering of equity  securities.
Further,  the exercise of certain of these  options and warrants  will cause our
stockholders to incur substantial dilution in future earning per share, if any.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We do not engage in trading  market risk sensitive  instruments  and do not
purchase hedging instruments or "other than trading" instruments that are likely
to expose us to market  risk,  foreign  currency  exchange,  commodity  price or
equity price risk.  We have  purchased no options and entered into no swaps.  We
have no bank  borrowing  facility  that could subject us to the risk of interest
rate fluctuations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  report of our  independent  auditors  and our  Consolidated  Financial
Statements  and Related Notes thereto  appear on pages F-1 - F-13 of this report
and are incorporated herein by reference.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
     FINANCIAL DISCLOSURE

     We refer you to our Current  Report on Form 8-K, filed with the SEC on July
26, 1999, for certain information  pertaining to our retention of Radin, Glass &
Co., LLP as our independent  auditors,  as well as certain information attendant
to the discharge of our prior independent auditor.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Item 10 is hereby  incorporated  by  reference  form our  definitive  Proxy
Statement to be filed within 120 days of December 31, 2000.

ITEM 11. EXECUTIVE COMPENSATION

     Item 11 is hereby  incorporated  by  reference  form our  definitive  Proxy
Statement to be filed within 120 days of December 31, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Item 12 is hereby  incorporated  by  reference  from our  definitive  Proxy
Statement to be filed within 120 days of December 31, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Item 13 is hereby  incorporated  by  reference  form our  definitive  Proxy
Statement to be filed within 120 days of December 31, 2000.
<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  Financial Statements and Financial Statement Schedules:

         (i)  Financial Statements:

              Report of Independent Auditors
              Consolidated Balance Sheet as of December 31, 2000 and 1999
              Consolidated Statements of Operations for the Years Ended December
              31, 2000, 1999 and 1998
              Consolidated  Statements of Stockholders'  Equity for
              the Years  Ended  December  31,  2000,  1999 and 1998
              Consolidated  Statements  of Cash Flows for the Years
              Ended  December  31,  2000,  1999 and  1998
              Notes to Consolidated Financial Statements

          (ii) Financial Statement Schedules:

     All  financial  statement  schedules  are omitted  because  the  conditions
requiring  their  filing do not exist or the  information  required  thereby  is
included in the  Financial  Statements  contained  herein,  including  the Notes
thereto.

     (b)  Reports on Form 8-K:

     The following  current reports on Form 8-K were filed during the year ended
December 31, 2000:

     o    The Company  filed a Current  Report on Form 8-K,  dated May 15, 2000,
          reporting  under  Item 5 that  they  entered  into a master  affiliate
          agreement,   dated  May  15,   2000,   with   Windfire   International
          Corporation, Ltd., pursuant to which the Company granted Windfire, for
          a one time fee of $1,500,000  and certain  commissions,  the exclusive
          right for an initial term of five years to grant  licenses for the use
          of our network and channels.

     o    The  Company  filed a Current  Report on Form 8-K,  dated  October 31,
          2000,  reporting  under  Item 5 a  dispute  between  the  Company  and
          Windfire  International  Corporation,  Ltd.  relating  to  the  master
          affiliate agreement,  dated May 15, 2000, by and among the Company and
          Windfire.  This Form 8-K also reports an action initiated  against the
          Company and several of our officers on or about September 19, 2000, by
          Cavendish Asset Management Ltd. relating to an alleged  acquisition of
          a political and travel publication known as Executive Class.

     (c)  Exhibits:

     3.1  Certificate of Incorporation of the Registrants, as amended. (1)

     3.2  By-laws of the Registrant, as amended. (2)

     4.1  Form of Certificate evidencing shares of Common Stock. (1)

     4.2  Form of Certificate evidencing Common Stock Purchase Warrants. (1)

     4.3  Form  of Unit  Purchase  Option  between  Registrant  and  Westminster
          Securities Corporation. (1)

     4.4  Form of  Warrant  Agreement  between  Registrant  and  American  Stock
          Transfer & Trust Company, as warrant agent. (1)

     10.1* 1999 Stock Option Plan. (1)

     10.2 License Agreement  between  Registrant and the Center for Contemporary
          Diplomacy, Inc. (1)

     10.3 License Agreement between Registrant and Jonathan Braun. (1)

     10.4* Employment Agreement between Registrant and Jonathan Braun. (1)

     10.5 Assignment,  Assumption and Modification of Lease for premises at 1220
          Collins Avenue, Suite 100, Miami Beach, FL 33139.

     10.6 Master   Affiliate   Agreement,   between   Registrant   and  Windfire
          International Corporation, Ltd. (3)

     16.1 Letter from Martin S. Weiselberg,  CPA, regarding change in certifying
          accountant. (4)

     21.1 Subsidiaries of the Registrant. (5)

     ----------------

     *    Indicates management contract or compensatory plan or arrangement.

     (1)  Denotes  documents  filed as an exhibit to  Registrant's  Registration
          Statement  on  Form  S-1,  as  amended  (File  No.   333-71733),   and
          incorporated herein by reference.

     (2)  Denotes  document  filed as an  exhibit to  Registrant's  Registration
          Statement  on Form 8-A  (File  No.  0-15863),  incorporated  herein by
          reference.

     (3)  Denotes document filed as an exhibit to Registrant's Current Report on
          Form 8-K, filed May 15, 2000, incorporated herein by reference.

     (4)  Denotes document filed as an exhibit to Registrant's Current Report on
          Form 8-K, filed July 26, 1999, incorporated herein by reference.

     (5)  Denotes document filed as an exhibit to Registrant's  Annual Report on
          Form 10-K for the year ended December 31, 1999, incorporated herein by
          reference.

<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.

                                      Medium4.com, Inc.

                                      By: /S/ JONATHAN BRAUN
                                          -----------------
                                         Jonathan Braun,
                                         Chief Executive Officer

Dated: April 16, 2001

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant in the capacities and on the dates indicated.

      SIGNATURE                        TITLE                         DATE

 /S/ JONATHAN BRAUN    Chief Executive Officer, Principal       April 16, 2001
 ------------------
   Jonathan Braun      Financial and Accounting Officer and
                       Director

  /S/ WILLIAM LANE     Chairman of the Board, Director          April 16, 2001
  ----------------
    William Lane

--------------------   Director
  Stanley S. Canter

/S/ JUNICHI WATANABE   Director                                 April 16, 2001
--------------------
  Junichi Watanabe


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

                                                           February 27, 2001

Shareholders and Directors
Medium4.com, Inc.

We have audited the  accompanying  consolidated  balance sheets of  Medium4.com,
Inc. as of December 31, 2000 and 1999, and the related  consolidated  statements
of  operations,  shareholders'  deficiency  and cash flows for each of the three
years ended December 31, 2000, 1999, 1998 and the cumulative period November 12,
1998  (inception)  to December  31, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides 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 Medium4.com,
Inc. as of December 31, 2000 and 1999, and the results of its operations and its
cash flows for each of the three years ended December 31, 2000,  1999,  1998 and
the  cumulative  period  November 12, 1998  (inception)  to December 31, 2000 in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company has suffered  recurring
losses from operations,  including a net loss of approximately  $9.5 million for
the year ended  December 31, 2000,  and has a working  capital  deficiency as of
December 31, 2000.  These  factors raise  substantial  doubt the Company has the
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                          /s/ Radin, Glass & Co., LLP
                                          Certified Public Accountants
                                          New York, New York
<PAGE>

                       MEDIUM4.COM, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEET


                                                     December 31,
                                             --------------------------
                                                  2000           1999
                                             --------------  ------------

     ASSETS
     ------
CURRENT ASSETS:
   Cash and cash equivalents                 $    50,462  $    103,364
   Marketable securities                             220     4,159,418
   Accounts receivable                                 -        12,800
   Other current assets                           14,137       378,823
                                             -----------  ------------
      Total Current Assets                        64,818     4,654,406

INVESTMENT IN AFFILIATE                          159,000       159,000

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, NET        686,582     1,130,610

SOFTWARE, NET                                    890,967       354,582

OTHER ASSETS                                     330,659       183,458
                                             -----------  ------------
                                             $ 2,132,026  $  6,482,056
                                             ===========  ============


     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                          $   514,639  $   256,394
   Accrued expenses                              353,498      233,307
                                             -----------  -----------
      Total Current Liabilities                  868,136      489,701

LONG-TERM LIABILITIES:
   Loan payable - officer                         50,000            -
   Deferred Revenue                              785,000            -
                                             -----------  -----------
      Total Long-Term Liabilities                835,000            -

STOCKHOLDERS' EQUITY
   Preferred stock $.01 par value 5,000
     shares authorized issued and
     outstanding  -0- shares                           -            -
   Common stock, $.01 par value;
     30,000,000 shares authorized,
     12,266,196 and 10,178,433 issued
     and outstanding, respectively               122,662      101,784
   Paid in capital                            14,998,143   11,789,014
   Deficit accumulated during development
     stage                                   (13,291,247)  (3,760,176)
   Unearned compensation expense              (1,400,668)  (2,121,215)
   Accumulated other comprehensive income              -      (17,052)
                                             -----------  -----------
      Total Stockholder's Equity                 428,890    5,992,355
                                             -----------  -----------
                                             $ 2,132,026  $ 6,482,056
                                             ===========  ===========

                  See notes to consolidated financial statements


                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
                                    MEDIUM4.COM, INC. AND SUBSIDIARIES
                                    (A Development Stage Enterprise)
                                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                             Cumulative
                                                                                            November 12,
                                                                                                1998
                                                                                           (inception) to
                                                    For the Years Ended December 31,        December 31,
                                                 -------------------------------------
                                                        2000                1999                2000
                                                 -----------------    ----------------    ----------------
<S>                                              <C>                  <C>                 <C>
REVENUE                                          $         390,354    $         45,800    $       436,154

COST OF SALES                                              414,418                   -            414,418
                                                 -----------------   -----------------   ----------------

GROSS PROFIT                                               (24,064)             45,800             21,736

EXPENSES:
   Production                                            1,222,343           1,101,059          2,323,402
   Selling, general and administrative expenses          8,036,551           2,771,792         10,808,343
                                                 -----------------   -----------------   ----------------
      Total expenses                                     9,258,894           3,872,851         13,131,745
                                                 -----------------   -----------------   ----------------
LOSS FROM OPERATIONS                                    (9,282,958)         (3,827,051)       (13,110,009)

OTHER INCOME (LOSS):
   Interest income                                          86,809             203,707            290,517
   Write down of fixed assets                             (334,922)                  -           (334,922)
   Loss on marketable securities                                 -            (125,445)          (125,445)
   Other income                                                  -               2,613              2,613
                                                 -----------------   -----------------   ----------------
      Total other income                                  (248,113)             80,875           (167,238)
                                                 -----------------   -----------------   ----------------
LOSS BEFORE TAXES                                       (9,531,071)         (3,746,176)       (13,277,247)

INCOME TAX EXPENSE                                               -              14,000             14,000
                                                 -----------------   -----------------   ----------------

NET LOSS                                         $      (9,531,071)   $     (3,760,176)   $   (13,291,247)
                                                 =================   =================   ================

Other comprehensive income, net of tax:
   Foreign currency translation adjustments                      -             (17,052)           (17,052)

Comprehensive Income                             $      (9,531,071)   $     (3,777,228)   $   (13,308,299)
                                                 ==================   ================   =================
Weighted average shares of common stock
outstanding                                             10,494,789           9,139,217

   Net loss per share                            $           (0.91)   $          (0.41)
                                                 ==================   ================


                                See notes to consolidated financial statements
</TABLE>
                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>

                                                 MEDIUM4.COM, INC. AND SUBSIDIARIES
                                                   (A Development Stage Enterprise)

                                            CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

                                                                                                  Accumu-
                                                                                                  lated
                                                                                                  Other      Unearned     Total
                                                          Additional                              Compre-    Compen-      Stock-
                                      Common Stock         Paid in     Accumulated  Subscription  hensive    sation       holders
                                   Shares      Amount      Capital        Deficit    Receivable   Income     Expense      Equity
                                -----------  ---------  ------------   ------------  ----------   -------  ---------      ---------
<S>                              <C>          <C>        <C>          <C>                       <C>         <C>          <C>
Balance as of November
    12, 1998 (inception)          8,300,000   $ 83,000   $         -   $         -   $ (83,000)  $      -   $        -   $        -
                                -----------  ---------  ------------  ------------  ----------    -------    ---------    ---------

Balance as of December            8,300,000     83,000             -             -     (83,000)         -            -            -
    31, 1998

Receipt of stock subscription             -          -             -             -      83,000          -            -       83,000
Sale of common stock - initial
    public offering               1,678,433     16,784     8,766,768             -           -          -            -    8,783,552
Sale of common stock -
    private placement               200,000      2,000       598,000             -           -          -            -      600,000
Stock options issued for                  -          -     2,424,246             -           -          -            -    2,424,246
    services
Accumulated other comprehensive
    income                                -          -             -             -           -    (17,052)           -      (17,052)
Unearned Compensation
    expense                               -          -             -             -           -          -   (2,121,215)  (2,121,215)
Net loss                                  -          -             -    (3,760,176)          -          -            -   (3,760,176)
                                -----------  ---------  ------------  ------------  ----------   --------   -----------  ----------

Balance as of December
    31, 1999                     10,178,433   $101,784   $11,789,014  $ (3,760,176)  $       -   $(17,052)  $(2,121,215) $5,992,355

Proceed from sale of common
    stock, net of expenses        1,727,763     17,278     1,363,104             -           -          -             -   1,380,382
Stock issued for services           360,000      3,600       356,400             -           -          -             -     360,000
Stock options issued for
    services                              -          -     1,489,625             -           -          -             -   1,489,625
Accumulated other comprehensive
    income                                -          -             -             -           -     17,052             -      17,052
Unearned Compensation
    expense                               -          -             -             -           -          -       720,547     720,547
Net loss                                  -          -             -    (9,531,071)          -          -             -  (9,531,071)
                                -----------  ---------  ------------  ------------  ----------  ---------   -----------  ----------

Balance as of December
    31, 2000                     12,266,196   $122,662   $14,998,143  $(13,291,247)         -   $       -   $(1,400,668) $  428,890
                                ===========  =========  ============  ============  ==========  =========   ===========  ==========

                                 See notes to consolidated financial statements
</TABLE>
                                                                             F-4

<PAGE>
<TABLE>
<CAPTION>

                                     MEDIUM4.COM, INC. AND SUBSIDIARIES
                                      (A Development Stage Enterprise)

                                    CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                     Period           Cumulative
                                                                                                   November 12,      November 12,
                                                                                                      1998               1998
                                                             Year ended           Year ended     (inception) to    (inception) to
                                                             December 31,         December 31,     December 31,      December 31,
                                                                2000                 1999              1998               2000
                                                           ---------------    ---------------    ---------------    --------------
<S>                                                         <C>               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                   $   (9,531,071)   $    (3,760,176)   $            -     $  (13,291,247)
 Adjustments to reconcile net loss to net cash used in
  operating activites:
    Depreciation                                                   372,961            125,001                 -            497,962
    Amortization                                                   297,264             20,867                 -            318,131
    Unearned compensation expense                                  720,547                  -                 -            720,547
    Common stock and options issued for services                 1,849,625            303,031                 -          2,152,656
    Accounts receivable                                             12,800            (12,800)                -                  -
    Other current assets                                           364,686           (378,823)                -            (14,137)
    Accounts payable                                               258,245            256,394                 -            514,639
    Accrued expenses                                               120,191            233,307                 -            353,498
    Deferred revenue                                               785,000                  -                 -            785,000
    Due to related parties                                               -             (6,670)            6,670                  -
                                                           ---------------    ---------------    --------------     --------------

 NET CASH USED (PROVIDED) BY OPERATIONS                         (4,749,752)        (3,219,869)            6,670         (7,962,951)
                                                           ---------------    ---------------    --------------     --------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
    Deferred offering costs                                              -                  -            (6,670)            (6,670)
    Investment in affiliate                                              -           (159,000)                -           (159,000)
    Other assets                                                  (147,201)          (176,788)                -           (323,989)
    Purchases of capital expenditures                             (762,582)        (1,631,060)                -         (2,393,642)
    Marketable securities                                        4,159,198         (4,159,418)                -               (220)
                                                           ---------------    ---------------    --------------     --------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                 3,249,416         (6,126,266)           (6,670)        (2,883,521)
                                                           ---------------    ---------------    --------------     --------------
CASH PROVIDED BY FINANCING ACTIVITIES:
    Sale of common stock                                         1,380,382          9,383,552            83,000         10,846,934
    Change in subscription receivable                                    -             83,000           (83,000)                 -
    Loan payable                                                    50,000                  -                 -             50,000
    Accumulated other comprehensive income                          17,052            (17,052)                -                  -
                                                           ---------------    ---------------    --------------     --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                        1,447,434          9,449,500                 -         10,896,934
                                                           ---------------    ---------------    --------------     --------------
NET (DECREASE) INCREASE IN CASH                                    (52,903)           103,364                 -             50,462

CASH, beginning of the period                                      103,364                  -                 -                  -
                                                           ---------------    ---------------    --------------     --------------
CASH, end of the period                                    $        50,462    $       103,364    $            -     $       50,462
                                                           ===============    ===============    ==============     ==============

Supplemental disclosures of cash flow information:

    Interest paid                                          $             -    $             -                -                   -
    Taxes paid                                                       4,600                  -                -                   -

Non cash financing activities:

    Stock options issued for services                      $     1,489,625    $     2,424,246                -


                               See notes to consolidated financial statements
</TABLE>
                                                                             F-5
<PAGE>

                       MEDIUM4.COM, INC. AND SUBSIDIARIES
                       ----------------------------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                       THREE YEARS ENDED DECEMBER 31, 2000
                       -----------------------------------


NOTE 1.       BUSINESS

Medium4.com,   Inc.  and   Subsidiaries   (the  "Company")   formerly  known  as
foreignTV.com,  Inc. is a Delaware  corporation formed on November 12, 1998. The
Company was organized to develop  opportunities  as an Internet  broadcaster  of
international  and niche content.  In 2000, the Company  relocated its corporate
offices to Miami, Florida.


NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

GOING CONCERN

These financial statements have been prepared assuming the Company will continue
as a going concern.  The Company has suffered recurring losses amounting to $9.5
million and $3.8 million for the years ending December 31, 2000 and December 31,
1999, respectively.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  subsidiaries.  Intercompany  items and transactions  have been
eliminated in consolidation.

DEVELOPMENT STAGE ENTERPRISE

Due to the start-up nature of the business,  the financial  statements are being
presented as a development  stage enterprise  pursuant to Statement of Financial
Accounting Standards No. 7. There were no operations to report for 1998.

CASH AND CASH EQUIVALENTS

The Company  classifies  highly liquid  temporary  investments  with an original
maturity of three months or less when purchased as cash equivalents.

LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment are stated at cost. Maintenance and repairs
are charged to  expenses  as  incurred.  Depreciation  is provided  for over the
estimated useful lives of the individual assets using straight-line methods.

                                                                             F-6
<PAGE>

SOFTWARE DEVELOPMENT COSTS

The Company capitalized  software  development costs in accordance with SFAS 86,
EITF 00-2 and SOP 98-1. At December 31, 2000 and December 31, 1999,  the Company
capitalized  $833,649 and $354,583,  respectively,  of such software development
costs,  net of  accumulated  amortization.  The  costs are  amortized  over a 30
month-period on a straight-line basis.

ADVERTISING COSTS

Advertising  costs are expensed as incurred.  Total advertising costs charged to
operations  at December 31, 2000 and December 31, 1999  amounted to $155,740 and
$19,800, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying  amounts reported in the balance sheet for cash,  receivables,  and
accrued  expenses  approximate  fair value based on the  short-term  maturity of
these instruments.

STOCK BASED COMPENSATION

The Company  accounts for employee stock options in accordance  with APB Opinion
No.  25,  "Accounting  For  Stock  Issued  To  Employees"  and has  adopted  the
disclosure-only option under SFAS No. 123, as of December 31, 1998.

COMPREHENSIVE INCOME

The Company adopted SFAS No. 130 Reporting  Comprehensive Income. This statement
establishes rules for the reporting of comprehensive  income and its components.
Comprehensive  income  consists of net income and foreign  currency  translation
adjustments and is presented in the Statements of Operations.

INCOME TAXES

The Company  utilizes the liability method of accounting for income taxes as set
forth in SFAS 109,  "Accounting  for Income Taxes." Under the liability  method,
deferred  taxes are  determined  based on the  difference  between the financial
statement  and tax bases of assets and  liabilities  using  enacted tax rates in
effect  in the years in which the  differences  are  expected  to  reverse.  The
Company has a net operating  loss  carryforward  of  approximately  $11 million,
which expires at various  times through the year 2020.  The Company has recorded
approximately $4.5 million valuation allowance on the deferred tax asset.

NET LOSS PER SHARE

The Company has adopted  SFAS 128,  "Earnings  per Share." Loss per common share
are computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period.

                                                                             F-7
<PAGE>

ACCOUNTING FOR LONG-LIVED ASSETS

The Company  reviews  long-lived  assets,  certain  identifiable  assets and any
goodwill  related to those  assets for  impairment  whenever  circumstances  and
situations change such that there is an indication that the carrying amounts may
not be  recoverable.  At December  31,  2000,  1999 and 1998  respectively,  the
Company believes that there has been no impairment of long-lived assets.

INVESTMENT IN AFFILIATES

Investments in affiliates  represent a 10% ownership in foreignTV,  Inc.,  which
management has recorded  utilizing the cost method.  See Note 9. Management does
not exercise  significant  influence over the operating or financial policies of
the affiliate.

ACCOUNTING ESTIMATES AND ASSUMPTIONS

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

NOTE 3.       MARKETABLE SECURITIES

Marketable  securities  at  December  31,  2000 and 1999  consist of mutual fund
shares, which invest in US Government securities and are classified as available
for sale securities.

NOTE 4.       LEASEHOLD IMPROVEMENTS AND EQUIPMENT

At December 31, leasehold improvements and equipment consist of the following:

                                                2000                1999
                                       ---------------     ----------------
     Leasehold improvements         $         373,776   $          329,643
     Furniture & fixtures                     347,547              307,143
     Computer equipment                       421,946              272,453
     Camera equipment                         178,424               76,446
     Other equipment                          317,760              290,793
                                       ---------------     ----------------
                                            1,641,453            1,276,478
     Less:  accumulated depreciation         (617,949)            (145,868)
     Less:  write down of assets             (334,922)                   -
                                      ---------------     ----------------
                                    $         686,582   $        1,130,610
                                      ===============     ================

Leasehold  improvements  are depreciated over 5 years.  Furniture,  fixtures and
equipment  are  depreciated  over 3 to 7 years.  The  write  down of  assets  in
calendar year 2000 relates to the  abandonment of leasehold  improvements in the
New York office and the estimated loss on disposal of certain  equipment located
in the France office.
                                                                             F-8
<PAGE>

NOTE 5.       OTHER ASSETS

As of December 31, 2000 and 1999,  other  assets  include  security  deposits of
$133,324 and $112,413,  respectively,  and intangible assets comprised of domain
names of $121,140 and $86,880, respectively. The costs of domain names are being
amortized over 24 months. The unamortized  portion at December 31, 2000 and 1999
is $49,585 and $71,045, respectively.


NOTE 6.       LOAN PAYABLE

As of December 31, 2000, an officer of the Company made an advance of $50,000 to
the Company.  The loan must be repaid by March 21, 2002 and bears interest at 6%
per annum until repayment.


NOTE 7.       EQUITY TRANSACTIONS

a.   In November 1998, the founders of the Company  issued  8,300,000  shares of
     common stock to themselves for $83,000. Such monies were received in 1999.

     b. In April and May 1999 the Company sold 1,678,433  shares of common stock
pursuant to an initial public offering registration at $6.00 per unit. Each unit
consisted  of one share of common stock and one warrant to purchase one share of
common  stock at an  exercise  price of  $9.00.  There  were  1,678,433  of such
warrants  outstanding  as of December 31, 2000 and 1999.  The  warrants  will be
exercisable at any time,  until they expire three years after the effective date
of this  offering.  The warrants may be redeemed by the Company,  in whole or in
part, at any time upon at least 30 days prior written  notice to the  registered
holders, at a price of $.05 per warrant,  provided that the closing bid price of
the Common Stock was at least $12.00 for the 20 consecutive  trading days ending
on the third  business day preceding the date of the Company's  giving of notice
of  redemption  to the warrant  holders,  and  provided  there is then a current
registration  statement in effect for the shares  underlying  the  warrants.  In
connection  with the initial  public  offering  167,843 units were issued to the
underwriter  with an exercise price of $6.60 for one share of common stock and a
warrant to  purchase  another  share of common  stock at $9.00,  expiring in May
2004.  There were costs of  $1,278,046  applied as a reduction to such  offering
proceeds.

c.   During the fourth  quarter of 1999,  the  Company  sold  200,000  shares of
     common stock for $3.00 per share  pursuant to a private  placement  for the
     sale of such unregistered securities.  The Company received $459,000 of the
     sale of stock  proceeds in 1999 and the  remaining  $141,000 by January 14,
     2000.  The  $141,000  stock  subscription  is recorded as an other  current
     asset.

d.   During the first and second quarter of 2000, the Company sold 77,500 shares
     of common stock pursuant to a private placement at $3.00 per share.  During
     the third quarter,  the Company sold 45,000 shares of common stock pursuant
     to a private placement at $2.00 per share.

                                                                             F-9
<PAGE>

e.   In March 2000, the Company entered into an "Investment Agreement",  whereby
     an  unaffiliated  entity has purchased  105,263  shares of common stock for
     $4.75 and warrants to purchase  another  105,263 shares of common stock for
     $9.00 per share over a period of four years.  In  addition  this entity was
     issued  warrants to purchase  600,000  shares of common stock for $1.00 per
     share subject to certain performance criteria, hereafter referred to as the
     "Performance  Warrants".  These Performance  Warrants vest based on certain
     future  performance  criteria,  therefore  will be  valued at the time such
     warrants  vest based on the then  trading  prices of the  Company's  common
     stock.

f.   In June 2000,  the Company  began  offering the sale of equity units in the
     Company  pursuant  to a  Confidential  Private  Placement  Memorandum.  The
     Company has raised $840,000  through the sale of these units.  The modified
     terms of the sale of units  resulted  in the sale of  1,500,000  shares  of
     common  stock and  1,500,000  Series A  redeemable  common  stock  purchase
     warrants  for $3.00 per share  for three  years and the  issuance  of units
     providing  for the  purchase  150,000  shares of common  stock and  195,000
     Series A redeemable common stock.


NOTE 8.       STOCK OPTION PLAN

The Company has two incentive stock option plans,  which are authorized to issue
up to 500,000 and  1,000,000  shares of common stock,  respectively,  subject to
approval by the stockholders.

The  Company  accounts  for its stock  option  plan  under APB  Opinion  No. 25,
"Accounting for Stock Issued to Employees",  under which no compensation expense
is recognized.  The Company  adopted SFAS No. 123,  "Accounting  for Stock-Based
Compensation",  for disclosure purposes; accordingly, no compensation expense is
recognized in the results of operations for options granted at fair market value
as required by APB Opinion No. 25.

Stock  option  activity  for the  year  ended  December  31,  2000  and  1999 is
summarized as follows:

Employee Stock Option Plan:

                                                               Weighted
                                                                Average
                                         Shares             Exercise Price
                                     ----------------     -------------------
 Outstanding at December 31, 1998           -         $           -
    Granted                              499,500                 6.30
    Exercised                               -                     -
    Expired or cancelled                    -                     -
                                     ----------------     -------------------
 Outstanding at December 31, 1999        499,500      $          6.30
                                     ----------------     -------------------
    Granted                             1,735,000                6.28
    Exercised                               -                     -
    Expired or cancelled                    -                     -
                                     ----------------     -------------------
 Outstanding at December 31, 2000       2,234,500     $          6.29
                                     ================     ===================
                                                                            F-10
<PAGE>

Non - Employee Stock Option Plan:

                                                                Weighted
                                                                 Average
                                          Shares             Exercise Price
                                     ----------------     -------------------
 Outstanding at December 31, 1998           -         $           -
    Granted                              723,500                 6.63
    Exercised                               -                     -
    Expired or cancelled                    -                     -
                                     ----------------     -------------------
 Outstanding at December 31, 1999        723,500                 6.63
                                     ----------------     -------------------
    Granted                             1,826,500                5.33
    Exercised                               -                     -
    Expired or cancelled                    -                     -
                                     ----------------     -------------------
 Outstanding at December 31, 2000       2,550,000     $          5.98
                                     ================     ===================

Information,  at date of issuance,  regarding  stock option  grants for the year
ended December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                   Weighted            Weighted
                                                                    Average            Average
                                                                   Exercise              Fair
                                                  Shares             Price              Value
                                              ---------------    --------------     ---------------
<S>                                             <C>           <C>               <C>
Year ended December 31, 1999:
   Exercise price exceeds market price           590,500      $      6.39       $        3.04
   Exercise price equals market price            632,500             6.59                3.15
   Exercise price is less that market price         -                  -                  -

Year ended December 31, 2000:
   Exercise price exceeds market price          3,441,500     $      6.00       $        1.36
   Exercise price equals market price              20,000            5.13                2.35
   Exercise price is less that market price       100,000            1.00                4.17
</TABLE>

For disclosure  purposes in accordance with SFAS No. 123, the fair value of each
stock option  grant is  estimated  on the date of grant using the  Black-Scholes
option-pricing  model with the following  weighted-average  assumptions used for
stock options granted during the year ended December 31, 1999:  annual dividends
of $0.00,  expected  volatility of 99% at December 31, 2000 and 1999,  risk-free
interest rate of 5.75% and expected life of five years for all grants.

If the  Company  recognized  compensation  cost for the  vested  portion  of the
employee  stock  option  plan in  accordance  with SFAS No. 123,  the  Company's
pro-forma net loss and loss per share for the years ended  December 31, 2000 and
1999, would have been approximately, $12,646,053 and $(1.20), and $4,409,986 and
$(.48), respectively.
                                                                            F-11
<PAGE>

The non-employee  stock options  outstanding are fully vested.  The compensation
expense attributed to the issuance of these stock options will be amortized over
24 months.  These stock  options are  exercisable  for five years from the grant
date.  The employee  stock option plan stock  options are  exercisable  for five
years from the grant date and vest over various  terms from three to five years.
As of December 31, 2000 and 1999,  705,500 and 224,667,  respectively,  of these
stock options were vested.


NOTE 9.       LICENSE AGREEMENTS

a)   The Company  entered into two license  agreements  with related parties for
     the sole and  absolute use of certain  Internet  domain  names.  One of the
     agreements  is with an officer and director of the Company and the other is
     with  a   not-for-profit   organization   whose  board  of   directors   is
     substantially  identical to that of the Company. The term of the agreements
     is twenty-five  years through December 31, 2023 with an additional  renewal
     period of twenty-five years thereafter.  The agreements require the Company
     to pay license  fees,  which begin at $600 per domain name and  escalate to
     $2,500 per domain  name  through  the twenty  fifth year of the  agreement.
     Thereafter,  the fee  increase is based on the Consumer  Price  Index.  The
     agreement with the not-for-profit organization also requires the Company to
     provide  office  space,  on its premises,  for up to four  employees of the
     not-for-profit organization for up to three years.

b)   In May 2000,  the Company  entered into a master  affiliate  agreement with
     Windfire  International  Corporation,  Ltd.  "Windfire",  a British  Virgin
     Islands  Corporation,  pursuant to which the Company  granted  Windfire the
     exclusive  right for an initial term of five years to grant licenses solely
     to persons and entities acceptable to the Company for the establishment and
     operation within the nations of Brunei,  Indonesia,  Kenya,  Malaysia,  the
     Philippines,  Singapore,  South  Africa,  Tanzania,  Thailand and Uganda of
     Internet sites that will comprise discrete channels upon one or more of our
     network of web sites.

     The master affiliate  agreement  required Windfire to pay us a one time fee
     of $1,500,000,  of which  $500,000 has been received to date.  Revenues are
     being  recognized on a straight line basis over the term of this agreement.
     The Company is currently in litigation  over payment of the remaining  fees
     for this master affiliate agreement.

     Windfire  has also agreed to pay the Company  commissions  over the term of
     the master affiliation  agreement calculated upon specified  percentages of
     annual gross  revenues,  as defined in the agreement,  received by Windfire
     from  its   licensees.   These   commissions,   which  are   payable  on  a
     quarter-annual  basis, will range from 10% to 30% of annual gross revenues,
     depending on the  specific  nation for which a license has been granted and
     the year  during  the term of the  agreement  to which  such  revenues  are
     attributable.


NOTE 10.      COMMITMENTS AND CONTINGENCIES

a.   The  Company  leases  office  space  pursuant to a lease  agreement,  which
     expires on May 30, 2006. The office space has been  subleased  since August
     31, 2000. The Company has terminated such lease  subsequent to December 31,
     2000, and relinquished  approximately  half of their security  deposit.  In
     addition,  the  related  leasehold  improvements  have been  written off in
     calendar  year 2000.  The Company  also leases  space in certain  countries
     abroad.  Rent  expense  for the year ended  December  31, 2000 and 1999 was
     $157,688 and $180,161, respectively.

                                                                            F-12
<PAGE>

b.   In 2000, the Company  relocated its corporate  offices.  The Company leases
     office space in Miami, pursuant to a lease agreement, which expires on July
     31, 2003. The future minimum lease commitments are as follows:
                     2001                 $         75,570
                     2002                           79,362
                     2003                           47,607

     Rent expense for the year ended December 31, 2000 was $32,850.

c.   The Company  leases a  corporate  apartment  in Miami,  pursuant to a lease
     agreement,   which  expires  March  15,  2002.  The  future  minimum  lease
     commitments are as follows:

                     2001                 $         43,355
                     2002                            9,250

     Rent expense for the year ended December 31, 2000 was $29,790.

d.   In April 1999, the Company  entered into a one year  consulting and finders
     agreement with a foreign entity to render public and investor  relations in
     Asia,  promote the business of the Company and locate a Japanese  strategic
     partner among other  services.  The  consultant  will be  compensated  at a
     monthly rate plus a fixed rate of  non-accountable  out of pocket  expenses
     and a finders fee of 7.5% of the value of a strategic partner relationship.

     The consultant was paid $500,000 during 1999,  which  represents a $159,000
     finders  fee for the 10%  equity  ownership  in  foreignTV,  Inc.  (Japan),
     $218,750 of  consulting  fees and out of pocket  expenses  and  $106,250 of
     prepaid consulting fees and out-of-pocket expenses for 2000.

e.   The Company also has employment  agreements  with several of their officers
     and employees with terms up to five years.  The terms of the agreements may
     include  cash,  compensation,   stock  options,  car  allowance  and  other
     traditional employee benefits.

f.   The  Company  is  subject to  litigation  from time to time  arising in the
     ordinary course of its business.  Other than the Windfire dispute discussed
     in Note 9(b),  the Company  does not believe  that any such  litigation  is
     likely, individually or in the aggregate, to have a material adverse effect
     on the financial condition of the Company.

NOTE 11.

The Company has received a  significant  amount of cash since  December 31, 2000
from foreignTV Japan,  Inc. for the payment of license fees as discussed earlier
and  advances,  which are to be  negotiated  for the  purchase of the  foreignTV
network or additional  licensing  arrangements and technical support for content
not previously licensed.

                                                                            F-13