<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                      or
      [_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                       Commission File Number 000-27267

                             CONVERGE GLOBAL, INC.
                             ---------------------
          (Name of small business issuer as specified in its charter)


                  Utah                                     87-0426858
                  ----                                     ----------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification Number)

  233 Wilshire Boulevard, Suite 930
  Santa Monica, California                                  90401
  ---------------------------------                         -----
  (Address of principal executive offices)               (Zip code)

                                (310) 434-1974
                                --------------
               (Issuer's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                    (None)
          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $.001 per share

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

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

Registrant's revenues for its fiscal year ended December 31, 2000, were
$181,911. As of March 12, 2001, Registrant had 8,918,100 shares of its $.001 par
value Common Stock issued and outstanding with an aggregate market value of the
common stock held by non-affiliates of $885,997. This calculation is based upon
the closing sales price of $0.38 per share on March 13, 2001.

Transitional Small Business Disclosure Format (check one).   Yes [_]   No [X]
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
PART I                                                                                      PAGE
------                                                                                      ----
<S>                                                                                         <C>
Item 1              Description of Business                                                   1

Item 2              Description of Property                                                   4

Item 3              Legal Proceedings                                                         4

Item 4              Submission of Matters to a Vote of Security Holders                       4

PART II
-------

Item 5              Market for Common Equity and Related Stockholder
                         Matters                                                              5

Item 6              Management's Discussion and Analysis                                      6

Item 7              Financial Statements                                                      9

Item 8              Changes in and Disagreements with Accountants on
                         Accounting and Financial Disclosure                                  9

PART III
--------

Item 9              Directors, Executive Officers, Promoters and Control Persons;
                         Compliance with Section 16(a) of the Exchange Act                   11

Item 10             Executive Compensation                                                   12

Item 11             Security Ownership of Certain Beneficial Owners and
                         Management                                                          14

Item 12             Certain Relationships and Related Transactions                           15

Item 13             Exhibits and Reports on Form 8-K                                         16

                    Financial Statements                                                    F-1
</TABLE>
<PAGE>

                                    PART I
                                    ------

ITEM 1 - BUSINESS
-----------------

          A.   Business Development

               1.   Form and Year of Organization

     The corporation was incorporated under the laws of the State of Utah, on
October 4, 1985, under the name of Mormon Mint, Inc.  In 1998, the Company
changed its name to Capital Placement Specialists, Inc. as it began to seek new
business opportunities.

     Pursuant to an Acquisition Agreement, dated January 5, 1999, Bekam
Investments, Ltd. ("Bekam") acquired 100% of the common shares of the Company at
that time; or 2,340,100 shares. Bekam subsequently spun off the Company by
distributing the shares to select investors of Bekam. The Company then changed
its name to Converge Global, Inc. ("Converge" or the "Company"). The Company's
common stock is currently quoted on the over-the-counter "Bulletin Board" under
the symbol: CVRG.

               2.   Any bankruptcy, receivership or similar proceeding

     Not Applicable.

               3.   Any material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not in the ordinary course of
business

     See discussion in Item I, Business, A. Business Development, 1. Form and
Year of Organization above.

          B.   Business of Issuer

     The Company's business has been focused in the electronic commerce ("e-
commerce") industry, developing specialty websites catering to niche market
segments, as well as building a market that provides complete e-commerce
solutions to other businesses.  While the Company plans to continue to operate
DigitalMen.com in the near term, we have discontinued development of our other
web site projects, LiquidationBid.com, DesiTV.com, and Machmail.com. Due to the
recent downturn in the web site and internet industry, we are now pursuing other
opportunities in the technology sector. We have not yet identified any specific
opportunities, but such opportunities could include our own development of or
acquisitions of or some other type of relationship with third party companies in
the hardware and software industries. We will also consider other applications
in the internet industry. The Company's Internet address is:
www.convergecom.com.
-------------------

               1.   Principal Products and their Market

                    a.   The Market

     IDC estimates that the number of users accessing the Worldwide Web will
grow from 28 million in 1996 to 175 million in 2001 and that the amount of
commerce conducted over the web will increase from approximately $2.6 billion in
1996 to $220 billion in 2001. Growth in Internet usage has been fueled by a
number of factors, including the large and growing base of personal computers
installed in the workplace and home, advances in the performance and speed of
personal computers and modems, improvements in network infrastructure, easier
and cheaper access to the Internet and increased awareness of the Internet among
consumer and trade customers.

                                       1
<PAGE>

     The emergence of the Internet as a significant communications medium is
driving the development and adoption of web content and commerce applications
that offer both convenience and value to consumers, as well as unique marketing
opportunities and reduced operating costs to business. A growing number of
consumer and trade customers have begun to conduct business on the Internet
including paying bills, booking airline tickets, trading securities and
purchasing consumer goods (e.g., personal computers, consumer electronics,
compact disks, books, groceries and vehicles). Moreover, online transactions can
be faster, less expensive and more convenient than transactions conducted
through a human intermediary.

                    b.   Principal Products and Services

     The following is a summary of the Company's current products and services.

     The Company has developed the content and design of Digitalmen.com.
Digitalmen.com is a Web site that is targeted at men between the ages of 18 and
45.  The web site features products and services in the areas of cars, bars,
men's fashion, restaurants, finance, dating, greeting cards, community chat and
message boards. Digitalmen.com is the only service that the Company has offered
as of the date of this report.

     We have discontinued development of our other internet projects,
LiquidationBid.com, DesiTV.com, and Machmail.com.

     The Company owns 45% of EssTec, Inc., formerly Essential Tec, Inc.
("EssTec"), an information technology services company with an extensive
technical labor force in Pakistan.  EssTec utilizes an extensive offshore
infrastructure to provide managed software solutions with a specific focus on
Web Related Technologies and Solutions.  EssTec's software engineers are capable
of providing high quality, cost-effective services to clients in a resource-
constrained environment. EssTec's services include e-Commerce Solutions, e-
Procurement applications, auctioning engines, and several other web based
solutions. EssTec sells and markets its services and products from its offices
based in Santa Monica, California.  The Company owns 84% of DigitalMen.com,
Inc., the Company's operational web site, and 50% of LiquidationBid.com, Inc.,
which is not being developed any further.

          2.   Distribution

               a.   Manufacturing

     As discussed above, the Company's products and services are all currently
distributed via the Internet.

          3.   Status of any Publicly Announced New Product.

     Not applicable.

          4.   Competition

     The online commerce industry, particularly on the Internet, is new, rapidly
evolving and intensely competitive, which the Company expects to intensify in
the future. Barriers to entry are minimal, allowing current and new competitors
to launch new web sites at a relatively low cost. Currently, the Company is
aware of theman.com, a privately held company based in Santa Clara, California
founded in January 1999. theman.com launched its Web site on November 22, 1999
targeting men between the ages of 18 and 45. The Web site features articles and
issues that men find interesting and provides them with information on such
topics as food, health and sports. theman.com may be better financed than
Converge. The composition and identity of Converge's competitors are constantly
changing based upon marketplace conditions and changes.

     The Company believes that the principal competitive factors in its market
are brand name recognition, wide selection, personalized service, ease of use,
customer service, convenience, reliability, quality of search engine tools, and
quality of editorial and other site content. Many of the Company's current and
potential competitors have longer operating histories, larger customer bases,
greater brand name recognition and significantly greater financial,

                                       2
<PAGE>

marketing and other resources than the Company. In addition, other Web sites may
be acquired by, receive investments from or enter into other commercial
relationships with larger, well-established and well-financed companies as use
of the Internet and other online services increases. Certain of the Company's
competitors may be able to devote greater resources to marketing and promotional
campaigns, and devote substantially more resources to Web site and systems
development than the Company. Increased competition may result in reduced
operating margins, loss of market share and a diminished franchise value. There
can be no assurance that the Company will be able to compete successfully
against current and future competitors, and competitive pressures faced by the
Company may have a material adverse effect on the Company's business, prospects,
financial condition and results of operations. Further as a strategic response
to changes in the competitive environment, the Company may, from time to time,
make certain service or marketing decisions or acquisitions that could have a
material adverse effect on its business, prospects, financial condition and
results of operations. New technologies and the expansion of existing
technologies may increase the competitive pressures on the Company. In addition,
companies that control access to transactions through network access or web
browsers could promote the Company's competitors or charge the Company a
substantial fee for inclusion.

     The Company will consider conducting acquisitions of its competitors and/or
complementary businesses in the future, but has no agreements for any
acquisitions as of the date of this document.

          5.   Sources and Availability of Raw Material and Principal Suppliers

     The majority of the content and development of products is done internally.
The sites are hosted through various Internet Service Providers. The development
of the products includes the building of digitalmen.com which consists of
technical work consisting of HTML programming, designing database, and
programming are all completed in house by the Company's computer programmers.

          6.   Dependence on Major Customers

     Not applicable.

          7.   Intellectual Property

     The Company filed its trademark application for the trademark
"Webfomercials" with the Patent and Trademark Office and is awaiting
registration of the mark. It has also applied to trademark its slogans
"solutions for the e-conomy" as well as "man's final destination."

         8.   Government Approval.

     The Company is not currently subject to direct regulation by any domestic
or foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access to online
commerce. However, due to the increasing popularity and use of the Internet and
other online services, it is possible that a number of laws and regulations may
be adopted with respect to the Internet or other online services covering issues
such as user privacy, pricing, content, copyrights, distribution and
characteristics and quality of products and services. The adoption of any
additional laws or regulations may decrease the growth of the Internet or other
online services, which could, in turn, decrease the demand for the Company's
products and services and increase the Company's cost of doing business, or
otherwise have a material adverse effect on the Company's business, prospects,
financial condition and results of operations. Moreover, the applicability to
the Internet and other online services of existing laws in various jurisdictions
governing issues such as property ownership, sales and other taxes, libel and
personal privacy is uncertain and may take years to resolve. Any such new
legislation or regulation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to the Company's business, or
the application of existing laws and regulations to the Internet and other
online services could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.

                                       3
<PAGE>

     Permits or licenses may be required from federal, state or local government
authorities to operate on the Internet. No assurances can be made that such
permits or licenses will be obtainable. The Company may be required to comply
with future national and/or international legislation and statutes regarding
conducting commerce on the Internet in all or specific countries throughout the
world.

          9.   Effect of any Existing or Proposed Government Regulations

     Not applicable, see discussion in Paragraph 8, Government Approval above.

          10   Research and Development Costs.

     Development costs are being absorbed since most of the research and
development is done internally by Converge's team.  Such costs are not easily
determinable. Any additional work incapable of being completed by the Company
will be sent to independent contractors.

          11.  Cost and Effects of Compliance with Environmental Laws and
Regulations

     The Company is not involved in a business which involves the use of
materials in a manufacturing stage where such materials are likely to result in
the violation of any existing environmental rules and/or regulations.  Further,
the Company does not own any real property which would lead to liability as a
landowner. Therefore, the Company does not anticipate that there will be any
costs associated with the compliance of environmental laws and regulations.

          12.  Employees

     As of the date hereof, the Company employs four full-time employees and no
part-time employees. The Company hires independent contractors on an "as needed"
basis only. The Company has no collective bargaining agreements with its
employees. The Company believes that its employee relationships are
satisfactory. Long term, the Company will attempt to hire additional employees
as needed based on its growth rate.

ITEM 2 - PROPERTIES
-------------------

     The main administrative offices of the Company are located at 233 Wilshire
Boulevard, Suite 930, Santa Monica, California 90401.

     The Company has sub-leased these premises from Manhattan West, Inc., for a
period of three years. The sublease payments are due on the first day of each
month at approximately $4,400.00 per month. All utilities and staff expenses are
borne by the Company. The three year term of the sublease began on February 1,
1999 and will terminate on February 1, 2002.

ITEM 3 - LEGAL PROCEEDINGS
--------------------------

     To the best knowledge of management, there are no legal proceedings pending
or threatened against the Company.

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

     None.

                                       4
<PAGE>

                                    PART II
                                    -------

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

     (a)  Market Information

  Converge has a total authorized capitalization of 50,000,000 shares of a
single class of common stock, par value $.001.  As of March 12, 2001, the
Company has approximately 8,918,100 issued and outstanding shares.  Management
and insider holdings comprise approximately 13% of the total issued and
outstanding shares; while the remainder is distributed amongst approximately 11
registered shareholders and 120 streetholders.  The current actual public float
is approximately 6,557,800 shares.

  The Company's Common Stock began being quoted on the over-the-counter bulletin
board system ("OTC Bulletin Board") on January 5, 1999 under the symbol "CVRG."
However, on January 13, 2000, as the Company's Form 10-SB had not yet cleared
all SEC comments, the Company's common stock was no longer eligible for
quotation on the OTC Bulletin Board, but started being quoted on the "Pink
Sheets."  The Company's Form 10-SB cleared SEC comments on February 22, 2000 and
the Company's stock is now quoted on the Bulletin Board again.

  The following table sets forth the high ask and low bid prices for the
Company's common stock as reported on the OTC Bulletin Board.

  The prices below also reflect inter-dealer quotations, without retail mark-up,
mark-down or commissions and may not represent actual transactions:

<TABLE>
<CAPTION>
=======================================================================================================
          Period Reported                                           High Ask              Low Bid
<S>                                                                 <C>                   <C>
Quarter ended March 31, 1999                                        $6.7500               $5.0000
Quarter ended June 30, 1999                                          5.5000                2.8750
Quarter ended September 30, 1999                                     4.0000                0.5625
Quarter ended December 31, 1999                                      3.5000                1.5000
Quarter ended March 31, 2000                                         4.0000                3.5000
Quarter ended June 30, 2000                                          6.0000                2.7500
Quarter ended September 30, 2000                                     3.3750                1.1250
Quarter ended December 31, 2000                                      2.5000                0.1562
=======================================================================================================
</TABLE>

     (b)  Stockholders

     As of March 12, 2001, there were approximately 11 registered and 120 street
holders of record of the Company's common stock.

     The Company's transfer agent is Holladay Stock Transfer, Inc., 4350 East
Camelback Road, Suite 100F, Phoenix, Arizona 85018.

     (c)  Dividends

     The Company has not paid cash dividends on its Common Stock in the past and
does not anticipate doing so in the foreseeable future.  The Company currently
intends to retain future earnings, if any, to fund the development and growth of
its business.

                                       5
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------

     The discussion and financial statements contained herein are for the fiscal
years ended December 31, 1999 and 2000.  The following discussion regarding the
financial statements of the Company should be read in conjunction with the
financial statements of the Company included herewith.

Overview

     The Company's business is focused in the globally emerging electronic
commerce ("e-commerce") industry.

     (a)  Plan of Operations

     With the winding down of continued development of LiquidationBid.com,
DesiTV.com, and Machmail.com, the Company's cash requirements for the next
twelve months have decreased from approximately $40,000 per month last year to
approximately $15,000 per month currently.  With a $250,000 line of credit
recently granted by a director (see "Certain Relationships and Related
Transactions"), the Company should be able to continue its operations for the
next twelve  months.  The Company has also been able to secure $200,000 in
convertible debt financing to continue its operations (see "Results of
Operations"). While there is no assurance the Company will be successful in
raising additional capital, the Company is actively seeking both institutional
debt and private equity financing to assure that it will be capable of financing
the continuation of the business.  Any additional capital raised above and
beyond what the Company needs as its monthly expenditure would be used in
increasing marketing and sales efforts of the Company's Web sites.  Should the
Company fail to raise additional funding, it will be forced to curtail its
growth, cut back by reducing the number of employees or even cease operations
altogether.

     The Company does not anticipate any new research and development to be
conducted in the near future. In the event there is a need for research and
development, the Company believes that its current work force is capable and
equipped to conduct such research and development internally. The Company does
not anticipate any purchase or sale of plant and/or equipment nor does the
management anticipate any increase in the number of employees.

     (b)  Results of Operations

     The Company has generated minimal revenues and does not anticipate
generating any material revenues in the near future. Currently, the Company's
only cash requirements are for rent and salaries.  The Company's sole source of
capital during 1999 was investment capital provided by third parties.  As a
result, to cover expenses that arise, on November 1, 1999 the Company's director
provided an unsecured line of credit to the Company to draw upon, interest free,
in the amount of $250,000 to be payable by January 1, 2003.  The Company
borrowed $141,000 against this line as of December 31, 1999 and an additional
$45,000 during January 2000. On May 5, 1999, the Company executed a promissory
note with holder, Verifica International, Ltd., in the amount of $250,000.  The
note pays interest at an annual rate of 7.5% on the outstanding balance and is
due on April 15, 2002.  In addition, on January 19, 2000, the Company executed a
convertible preferred promissory note in the amount of $200,000 with Knightrider
Investments Ltd.  The note is payable within one year with an 8% annual
interest. Should the Company fail to pay the principal and interest, the
outstanding balance will be converted into restricted shares at a 30% discount
based on the market price as traded on the previous day's close.  The Company
borrowed $140,000 against this line during January and February 2000.  As of
December 20, 2000, the board voted that in order to bring down the Company's
debts, they would settle their debts in exchange for 931,772 shares of their
EssTec stock holdings.  The Company does not have any research and development
costs and finds in the event such needs are apparent, the Company's own
technical staff is capable of conducting the research and development.  The
Company anticipates that it will require additional capital contributions to
fund its operations during 2001.  The Company intends to seek investors or go to
the original group of investors for additional capital for continued operations.
In addition, the Company is actively seeking institutional type investors as a
source of funding and growing the business.  In the event the Company does not
attract such capital, and is unable to generate revenues sufficient to support
its expenses, then the Company would be required to eventually curtail or even
cease operations.  The Company's

                                       6
<PAGE>

substantial financial losses since its inception have raised a substantial doubt
with the Company's auditors as to the Company's ability to continue as a going
concern.

     The following table sets forth, for the years indicated, selected financial
information for the Company:

<TABLE>
<CAPTION>
=======================================================================================================================
                                                                   Year Ended                      Year Ended
                                                                December 31, 2000              December 31, 1999
                                                                    (Audited)                      (Audited)
<S>                                                             <C>                            <C>
Total Revenue                                                        $    181,911                    $     5,870
Cost of Revenue                                                     -------------                  -------------
Gross Profit                                                         $    181,911                    $     5,870
General, Administrative and Selling Expenses                         $  1,859,981                    $   614,468
Income (loss) from Operations                                         ($1,678,070)                    ($ 608,598)
Gain on sale of subsidiary stock to pay Loans                        $  1,571,227                  -------------
Interest Expense                                                     $     14,063                    $     9,688
Equity in Losses of Medcom Network, Inc.                            -------------                    $    30,000
Income (loss) before Taxes                                              ($120,906)                    ($ 648,286)
Taxes on Income                                                      $        800                    $       800
Minority loss allocation                                             $    182,734                  -------------
Net Income (loss)                                                    $     61,028                     ($ 649,086)
======================================================================================================================
</TABLE>

Fiscal Year Ended December 31, 2000 compared to Fiscal Year Ended December 31,
1999 (audited)

     REVENUES.

     The Company had revenues of $181,911 for the year ended December 31, 2000
as compared to $5,870 revenues in fiscal year ended December 31, 1999. The
increase in revenue is due to revenue earned by a subsidiary of the Company
which started earning revenue in 2000.

     GENERAL, ADMINISTRATIVE, AND SELLING EXPENSES.

     The Company had general, administrative and/or selling expenses of
$1,859,981 at December 31, 2000 as compared to $614,468 for the year ended
December 31, 1999.  The increase in general, administrative and selling expenses
are due to expenses of a subsidiary which began operations in 2000.

     GAIN ON SALE OF SUBSIDIARY STOCK.

     During the quarter ended September 30, 2000, the Company exchanged 425,990
shares of EssTec stock owned by the Company at $1.00 per share for debts owed to
related parties of $425,990, resulting in a gain of $425,990.

     During the quarter ended December 31, 2000 the Company exchanged 255,782
shares of EssTec stock owned by the Company at $3.50 per share for debts owed to
related parties of $895,237, resulting in a gain of $895,237.


     During the quarter ended December 31, 2000, the Company exchanged 250,000
shares of EssTec stock owned by the Company at $1.00 per share for debts owed to
related and third parties of $250,000, resulting in a gain of $250,000.

                                       7
<PAGE>

     INTEREST EXPENSE.

     The Company had $14,063 of interest expenses for the year ended December
31, 2000 as compared to $9,688 interest expense for the year ended December 31,
1999.

     OTHER EXPENSE.

     None.

     INCOME (LOSS) BEFORE TAXES.

     The Company has a loss before taxes of $120,906 for the year ended December
31, 2000 compared to $648,286 for the year ended December 31, 1999.

     MINORITY LOSS ALLOCATION

     The minority loss allocation representing loss allocation to the minority
shareholders of subsidiaries for the year ended December 31, 2000, amounted
$182,734.

     TAXES ON INCOME.

     Income taxes for the years ended December 31, 1999 and 2000 amounted to
$800.

     NET INCOME (LOSS).

     The Company had a net income of $61,028 for the year ended December 31,
2000 compared to a loss of $649,086 for the year ended December 31, 1999.

     LIQUIDITY AND CAPITAL RESOURCES.

     In January 1999, the Company concluded an offering under Rule 504 of
Regulation D. Under this offering, the Company raised $25,000 and additionally
issued 2,000,000 options to purchase shares of its common stock at an exercise
price of $0.10 each. These options were exercised on March 30, 1999, May 7,
1999, and June 1999, raising an additional $200,000.

     The Company foresees a variety of methods for diversifying its operations
and pursuing its strategic and business objectives without pulling badly needed
capital from its on-going operations, or incurring onerous overhead and
financing obligations. These options include licenses, joint-ventures, and even
counter-trade (technologies for technologies) mechanisms as part of this
diversification methodology. The Company has not yet engaged in any counter-
trade mechanisms trading technology for technology, licenses nor joint ventures
as of the date of this filing. In addition, there are no assurances that the
Company could find adequate partners for each of these alternatives.  In the
event the Company is unable to implement such alternative methods of funding and
find other sources of capital, the operation of the business would be severely
and adversely affected.

     On May 5, 1999, the Company executed a promissory note with the holder
Verifica International, Ltd. in the amount of $250,000. The note paid an annual
interest rate of 7.5% on the outstanding balance and was due on April 15, 2002.
The Company has settled the note by exchanging 250,000 shares of its subsidiary
EssTec, at $1.00 per share.

     On November 1, 1999, the Company's director provided an unsecured line of
credit to the Company to draw upon, interest free, in the amount of $250,000 to
be payable by January 1, 2003.

     On January 19, 2000, the Company executed a convertible preferred
promissory note in the amount of $200,000 with Knightrider Investments, Ltd. The
Company borrowed $140,000 against this line during January and

                                       8
<PAGE>

February 2000. The note was payable back within one year with 8% annual
interest. This note was settled by exchanging 139,990 shares of its subsidiary
EssTec, at $1 per share.

     The Company does not believe that inflation has had a significant impact on
its operations since inception of the Company.

     SUBSIDIARIES.

     On February 5, 1999, the Articles of Incorporation for Gearz.com, Inc.
("Gearz.com") were filed with the California Secretary of State.  The directors
of the Company are Imran Husain and Samar Khan.  The Articles were subsequently
amended on December 7, 1999, to change the name of Gearz.com to Digitalmen.com,
Inc.  Digitalmen.com is a majority owned subsidiary of Converge whereby Converge
holds 3,000,000 shares of common stock of this company. Digitalmen.com is a
portal site geared towards men's interest. The target group ranges from ages 18
to 45 with interests in finance, travel, entertainment, fashion and electronics.

     On April 30, 1999, Converge became a 50% shareholder of LiquidationBid.com,
Inc. ("LiquidationBid") whereby Converge holds 1,000,000 shares of common stock
of LiquidationBid. Mr. Imran Husain serves as the President and Director of
LiquidationBid.

     The Company is a 20% shareholder of MedCom Network, Inc. ("MedCom"), a
California corporation which is developing an on-line data base of disease codes
which are codes found in the medical industry dictionaries.  The Company
invested in MedCom by contributing $30,000 in cash for shares of restricted
common stock of MedCom.  This was an investment made by the Company and the
Company's officers or directors have no management involvement in MedCom.  As of
December 31, 1999 MedCom had no sales and cost of sales resulting in a loss from
continuing operations and net loss.  The investment in MedCom is recorded at no
value in the financial statements as of December 31, 1999 and 2000, as required
by the equity method of accounting.

     The Company owns 45% of EssTec, Inc., formerly Essential Tec, Inc.
("EssTec"), an information technology services Company with an extensive
technical labor force in Pakistan.  EssTec's software engineers are capable of
providing high quality, cost-effective services to clients in a resource-
constrained environment. EssTec services include e-Commerce Solutions, e-
Procurement applications, auctioning engines, and several other web based
solutions. EssTec sells and markets its services and products from its offices
based in Santa Monica, California.  During the months of September and December,
2000, the Company exchanged 931,772 shares of EssTec stock owned by the Company
for debts owed to related parties, resulting in a gain of $1,571,227.

PART II - OTHER INFORMATION

ITEM 7.   FINANCIAL STATEMENTS
------------------------------

     The Financial Statements that constitute Item 7 are included at the end of
this report beginning on Page F-1.

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

      (a) Dismissal of Principal Accountants.

      The Registrant terminated Stonefield Josephson, Inc., Certified Public
Accountants, as its principal accountant as of March 13, 2001.  For either of
the past two years ended December 31, 1999 and December 31, 1998, the principal
accountant's report on the financial statements of the Registrant contained no
adverse opinion or a disclaimer of opinion, or was qualified nor modified as to
uncertainty, audit scope, or accounting principles.  The termination of
Stonefield Josephson, Inc. was approved by the Board of Directors.  During the
Registrant's two most recent fiscal years and any subsequent interim period
preceding such registration, declination, or dismissal, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.

                                       9
<PAGE>

      (b) Engagement of New Principal Accountants.

      The Company engaged H.M. Richard and Associates, Certified Public
Accountants, on March 13, 2001 as its principal accountants. H.M. Richard and
Associates' business address is 5857 Uplander Way, Culver City, CA 90230,
California. H.M. Richard and Associates replaces Stonefield Josephson, Inc. H.M.
Richard and Associates conducted the audits for which financial statements are
attached. Neither the Company nor anyone on its behalf has consulted H.M.
Richard and Associates during the two most recent past fiscal years regarding
any matter for which reporting is required under Regulation S-B, Item
304(a)(2)(i) or (ii) and the related instructions. The decision to engage H.M.
Richard and Associates was approved by the Board of Directors.

                                       10
<PAGE>

                                    PART III
                                    --------

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

     (a) Directors and Executive Officers

     The following table sets forth the names and ages of the current directors
and executive officers of the Company, the principal offices and positions with
the Company held by each person and the date such person became a director or
executive officer of the Company.  The executive officers of the Company are
elected annually by the Board of Directors. Each year the stockholders elect the
board of directors. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors.  There was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was elected as an executive officer.

     The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------
                  Name                  Age                             Office
                  ----                  ---                             ------
     -----------------------------    ----------         --------------------------------------
     <S>                              <C>                <C>
     Imran Husain                       32               President, Chief Executive Officer and
                                                         Director
     -------------------------------------------------------------------------------------------
     Hamid Kabani                       39               Chief Financial Officer
     -------------------------------------------------------------------------------------------
     Akhee Rahman                       28               Secretary and Director
     -------------------------------------------------------------------------------------------
</TABLE>

IMRAN HUSAIN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR:  Converge
directors elected Mr. Husain as its President and CEO since January 1999.  Mr.
Husain graduated from Florida International University with a Bachelor of
Science degree in Biology. Mr. Husain is also President of American Business
Investments, a private investment Company. Before becoming President of
Converge, Mr. Husain was primarily acting as manager for family investments in
the U.S. equity markets for the last seven years.

HAMID KABANI, CHIEF FINANCIAL OFFICER:  Mr. Kabani joined the Company on March
1, 2000 as its Chief Financial Officer. Mr. Kabani is a Certified Public
Accountant, as well as a Chartered Accountant.  From July 1998 and continuing
through the present, Mr. Kabani is the President of Kabani and Company.  From
June 1997 to June 1998, Mr. Kabani was at Deloitte and Touche.  From 1995
through 1997 Mr. Kabani was at McGladrey and Pullen, an accounting firm, where
he served as the Quality Control Specialist.  He graduated from University of
Karachi, Pakistan, with a degree in accounting.  He is a member of the
Qualification Committee of the Board of Accountancy for the State of California.

AKHEE RAHMAN, SECRETARY AND DIRECTOR:  Akhee Rahman joined Converge in October
2000.  She brings over ten years experience in managing multinational companies
in diverse work environments including manufacturing, retail, and advertising.
She has assisted in creating marketing strategies to increase sales and improve
margins.

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

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC").  Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that during
its 2000 fiscal year, all such filing requirements applicable to its officers,
directors, and greater than 10% beneficial owners were complied with.

                                       11
<PAGE>

ITEM 10-EXECUTIVE COMPENSATION
------------------------------

     (a)  Summary Compensation

  The following table and attached notes sets forth the compensation of the
Company's executive officers and directors during each of the fiscal years since
January 1999. The remuneration described in the table does not include the cost
to the Company of benefits furnished to the named executive officers, including
premiums for health insurance, reimbursement of expense, and other benefits
provided to such individual that are extended in connection with the ordinary
conduct of the Company's business. The value of such benefits cannot be
precisely determined, but the executive officers named below did not receive
other compensation in excess of the lesser of $25,000 or 10% of such officer's
cash compensation:

                           Summary Compensation Table

<TABLE>
<CAPTION>
===========================================================================================================================
                              Annual Compensation                            Long Term Compensation
                                                                         Awards                  Payouts
 Name and        Year    Salary      Bonus    Other annual     Restricted       Securities         LTIP         All other
 Principal                 ($)        ($)     compensation       stock          Underlying       payouts      compensation
 Position                                          ($)          award(s)        Options/SARs        ($)             ($)
                                                                 ($)               (#)
<S>              <C>     <C>         <C>      <C>              <C>              <C>              <C>          <C>
Imran Husain,    2000    $60,000      $-0-        $-0-            $-0-                -0-           $-0-          $-0-
 President,      1999    $60,000      $-0-        $-0-            $-0-          1,000,000           $-0-          $-0-
 CEO, and
 Director
Ahkee Rahman,    2000    $37,000      $-0-        $-0-            $-0-                -0-           $-0-          $-0-
 Secretary and                                                                         -0-
 Director
Hamid Kabani,    2000    $60,000      $-0-        $-0-            $-0-             12,000           $-0-          $-0-
 CFO
===========================================================================================================================
</TABLE>

     The Company carries no officers and directors liability insurance, nor
disability or life insurance benefits.  The Company reimburses its officer for
quarterly private health insurance premiums and for expenses.  The Company does
not maintain any pension plan, profit sharing plan, or similar retirement or
employee benefit plans.

                     Option/SAR Grants in Last Fiscal Year
                               Individual Grants

<TABLE>
<CAPTION>
===========================================================================================================================
           Name              Number of Securities        Percent of total       Exercise or base       Expiration date
                                  Underlying         options/SARs granted to      price ($/Sh)
                             Options/SARs granted    employees in fiscal year
                                      (#)
<S>                         <C>                      <C>                        <C>                    <C>
Imran Husain, President,            -0-                      -0-%                         N/A                      N/A
 CEO, and Director
Akhee Rahman, Secretary             -0-                      -0-%                         N/A                      N/A
 and Director
Hamid Kabani, CFO                12,000                      100%                    $0.10/Sh                 03/08/02
============================================================================================================================
</TABLE>

                                       12
<PAGE>

     (b)  Employment Agreements

     On February 1, 1999, the Company entered into an Employment Agreement with
Imran Husain as its President. This Employment Agreement has a term of one year
and continues on an at-will basis after one year.  Compensation of $5,000 per
month and standard benefits are granted to Mr. Husain under the Agreement.
There are no severance provisions in this Employment Agreement.

     (c)  Compensation of Directors

     Directors of the Company do not receive any cash compensation, but are
entitled to reimbursement of their reasonable expenses incurred in attending
directors' meetings.

                                       13
<PAGE>

ITEM 11-  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Report by:  (i)
each stockholder known by the Company to be the beneficial owner of more than
five percent of the outstanding Common Stock, (ii) each director of the Company
and (iii) all directors and officers as a group:

<TABLE>
<CAPTION>
========================================================================================================================
      Title of class           Name and address of                Amount and nature of           Percent of class
                                 beneficial owner                beneficial owner/(1)/
<S>                          <C>                               <C>                               <C>
Common                       Imran Husain                               1,000,000                         11.2%
                             233 Wilshire Boulevard
                             Suite 930
                             Santa Monica, CA 90401

Common                       Hamid Kabani                             12,000/(2)/                           *
                             233 Wilshire Boulevard
                             Suite 930
                             Santa Monica, CA 90401

Common                       Akhee Rahman                                     -0-                          -0-
                             233 Wilshire Boulevard
                             Suite 930
                             Santa Monica, CA 90401

Common                       All officers and directors as              1,012,000                         11.3%
                             a group (3 people)

Common                       Montaque Securities                        4,601,600                         51.6%
                             International, Inc.
                             Mr. Owen Bethal
                             Saffrey Square
                             Bay Street and Bank Lane
                             P.O. Box N-8303
                             Nassau, N.P., The Bahamas
========================================================================================================================
</TABLE>
______________

*  Less than one percent
   1  Except as otherwise indicated, the Company believes that the beneficial
      owners of Common Stock listed above, based on information furnished by
      such owners, have sole investment and voting power with respect to such
      shares, subject to community property laws where applicable. Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities. Shares of Common Stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage of the person holding
      such options or warrants, but are not deemed outstanding for purposes of
      computing the percentage of any other person.
   2  Consisting of 12,000 options to purchase common stock of the Company at
      $0.10 per share, expiring on March 8, 2002.

                                       14
<PAGE>

ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

   On November 1, 1999, a member of the Board of Directors of the Company, Imran
Husain, provided the Company with a line of credit in the amount of $250,000.
The line of credit is interest free, unsecured and the Company can draw against
it at any time.  The entire balance is due on January 1, 2003.

   Pursuant to an Acquisition Agreement dated January 5, 1999, Bekam
Investments, Ltd. ("Bekam") acquired 100% of the common shares of the Company at
the time or 2,340,100 shares.  Bekam subsequently spun off the Company by
distributing the shares of the Company to select investors of Bekam.  The
Company then changed its name to Converge Global, Inc.

   On January 6, 1999, the Board of Directors approved the 1999 Incentive Stock
Option Plan to certain employees and officers exercisable within five (5) years
from February 1, 1999, at an exercise price of $0.001 per share.  All 2,000,000
options granted to the current officers and directors have been exercised.

   The Company entered into a loan agreement with Verifica International, Inc.
("Verifica") on May 5, 1999 in the amount of $250,000.  The loan was due on
April 15, 2002 and had an annual interest rate of 7.5% on the outstanding
principal.  The beneficial owner of Verifica was the father of the Company's
CEO, Mr. Husain.  In the last Quarter, the Company exchanged 250,000 shares of
its subsidiary, EssTec at $1 per share in exchange of settlement of the loan.

   The Company entered into a sublease agreement with Manhattan West, Inc., a
related party through common ownership on February 1, 1999.  The beneficial
owner of Manhattan West, Inc. is Tariq Khan, the husband of Ms. Samar Khan, and
former officer, former director and current shareholder of the Company.  The
term of the sublease is three years and the Company is responsible for all
overhead and related expenses including utilities and insurance. The Company
rents office equipment from Manhattan West Inc. on a monthly basis.  The Company
believes the terms of the sublease were at fair market value and the transaction
was at arms length.

                                       15
<PAGE>

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

       (a)  Exhibits

 *3.1  Certificate of Incorporation of Mormon Mint, Inc., a Utah corporation,
       dated October 4, 1985
 *3.2  Amendment to Articles of Incorporation with the name change to Capital
       Placement Specialists, Inc., dated December 4, 1997
 *3.3  Amendment to Articles of Incorporation with name change to Converge
       Global, Inc., dated January 28, 1999
 *3.4  Bylaws of Converge Global, Inc., dated January 19, 1999
 *3.5  Amendment to Articles of Incorporation of Gearz.com with the name change
       to Digitalmen.com filed on December 7, 1999
*10.1  Sub-Lease Agreement, dated February 1, 1999
*10.2  Acquisition Agreement, dated January 5, 1999
*10.3  Employment Agreement for Imran Husain dated February 1, 1999
*10.4  Employment Agreement for Samar Khan dated February 1, 1999
*10.5  1999 Incentive & Nonstatutory Stock Option Plan dated January 6, 1999
*10.6  Promissory Note between Converge Global, Inc. and Knightrider Investments
       Ltd., dated January 19, 2000
 10.7  Debt Conversion Agreement between Converge Global, Inc. and EssTec, Inc.,
       dated December 20, 2000
  *21  List of Subsidiaries of Small Business Issuer
___________________________
*Incorporated by reference from Registration Statement on Form 10-SB filed by
the Company on February 17, 2000.

       (b)  Reports on Form 8-K

       Done            Event Reported
       ----            --------------

June 15, 2000     Change in officers and directors


                                       16
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                               CONVERGE GLOBAL, INC.


Dated: April 12, 2001            /s/ Imran Husain
             --                ------------------------------------
                               By:  Imran Husain
                               Its: Chief Executive Officer, President and
                                    Director

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

Signature                            Title                          Date
---------                            -----                          ----


/s/ Imran Husain           Executive Officer, President        April 12, 2001
-------------------                                            --------
Imran Husain               and Director


/s/ Akhee Rahman           Secretary and Director              April 12, 2001
----------------                                               --------
Akhee Rahman


/s/ Hamid Kabani           Chief Financial Officer             April 12, 2001
----------------                                               --------
Hamid Kabani

                                       17
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         AUDITED FINANCIAL STATEMENTS
                              FOR THE YEARS ENDED
                           December 31, 2000 & 1999









                                 PREPARED BY:
                           H.M. Richard & Associates
                          An Accountancy Corporation
                         Certified Public Accountants
                               5857 Uplander Way
                             Culver City, CA 90230
<PAGE>

                          H.M. RICHARD AND ASSOCIATES
            Accountancy Corporation . Certified Public Accountants
                      Member of AICPA . Member of CSCPA
                   5857 Uplander Way, Culver City, CA 90230
             Telephone: (310) 348-4188 . Facsimile: (310) 348-4189
--------------------------------------------------------------------------------

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Board of Directors
Converge Global, Inc, & Subsidiaries.
Santa Monica, CA

We have audited the accompanying consolidated balance sheets of Converge Global,
Inc, & Subsidiaries as of December 31, 2000 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The consolidated financial statements
of Converge Global, Inc. and Subsidiaries as of December 31, 1999 were audited
by other auditors, whose report, dated March 30, 2000 included an explanatory
paragraph which expressed substantial doubt about the Company's ability to
continue as a going concern.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Converge Global,
Inc, & Subsidiaries as of December 31, 2000 and the results of their operations
and their cash flows for the year then ended, in accordance with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has not obtained a working capital line of credit that raises substantial
doubt about the ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

H. M. Richard & Associates
An Accountancy Corporation
--------------------------

March 28, 2001

                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Converge Global, Inc. and Subsidiaries
Santa Monica, California

We have audited the accompanying consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the year ended December 31,
1999 of Converge Global, Inc. (a development stage enterprise as of March 30,
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 generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, Converge Global, Inc.'s consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the financial
statements, the Company has incurred net losses from operations, has negative
cash flows from operations, and has a net capital deficiency.  These factors
raise substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also described in
Note 1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 30, 2000

                                      F-2
<PAGE>

                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2000

<TABLE>
<S>                                                                                  <C>
                       ASSETS
                       ------
Current assets:
     Cash                                                                            $     11,817
                                                                                     -------------
        Total current assets                                                               11,817

     Website Development less accumulated amortization (See Note 6)                       225,000
     Property and Equipment less accumulated depreciation (See Note 7)                     23,069
                                                                                     -------------
        Total assets                                                                 $    259,886
                                                                                     =============
       LIABILITIES AND STOCKHOLDERS' DEFICIT
       -------------------------------------
Current liabilities:

     Accrued Expenses (See Note 10)                                                  $    220,245
                                                                                     -------------
        Total Current Liabilities                                                         220,245

Loans Payable - related parties (See Note 1 & 11)                                         116,553

Minority Interest                                                                         257,266

Stockholders' deficit:
     Common stock $.001 par value; shares authorized 50,000,000
     issued and outstanding 8,918,000                                                       8,918
     Common stock subscriptions receivable                                                 (2,000)
     Paid-in capital                                                                      361,132
     Accumulated deficit                                                                 (702,228)
                                                                                     -------------
        Total stockholders' deficit                                                      (334,178)
                                                                                     -------------
        Total liabilities and stockholders' deficit                                  $    259,886
                                                                                     =============
</TABLE>

                                      F-3
<PAGE>

                             CONVERGE GLOBAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 & 1999

<TABLE>
<CAPTION>
                                                             2000             1999
                                                        ---------------   --------------
<S>                                                     <C>               <C>
Revenues (Notes 4)                                      $      181,911    $       5,870

Operating Expenses                                           1,859,981          614,468
                                                        ---------------   --------------

Loss from Operations                                        (1,678,070)        (608,598)

Gain on sale of subsidiary stock to pay                      1,571,227              -
     Loans Payable

Interest Expense                                                14,063            9,688
                                                        ---------------   --------------

(Loss) before Income Taxes                                    (120,906)        (618,286)

Income Taxes                                                       800              800

Minority Loss allocation                                       182,734              -

Equity in losses of Medcom Network, Inc.                           -             30,000
                                                                          --------------
Net income (loss)                                       $       61,028    $    (649,086)
                                                        ===============   ==============
Income (Loss) per share:
     Basic and diluted                                  $         0.01    $       (0.08)
                                                        ===============   ==============
Number of shares used in the per share calculation:
     Basic and diluted                                       8,918,100        7,889,278
                                                        ===============   ==============
</TABLE>

                                      F-4
<PAGE>

                             CONVERGE GLOBAL, INC.
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2000 & 1999

<TABLE>
<CAPTION>
                                              Common Stock                 Treasury                                   Total
                                 ---------------------------------------
                                    Number                 Subscription     Stock      Paid-In       Retained     Stockholders'
                                  of Shares      Amount    recievables      Amount     Capital       Earnings    Equity(Deficit)
                                 ----------     --------  --------------   --------   ---------     ----------   ---------------
<S>                              <C>            <C>       <C>             <C>         <C>          <C>           <C>
Balance, December 31, 1998        2,340,100       2,340            -            -      111,830      (114,170)              -

Contributions of shares to
  treasury stock                 (2,340,100)          -            -       (2,340)           -             -          (2,340)

Distribution of shares from
  treasury stock                  2,340,100           -            -        2,340            -             -           2,340

Net issuance of common shares
  for services                       78,000          78            -            -          702             -             780

Issuance of options under stock
  option plan                                                                           18,000                        18,000

Exercise of employee stock
  options                         2,000,000       2,000       (2,000)           -            -                             -

Issuance of common stock
  during private placements
                                  2,500,000       2,500            -            -       22,500             -          25,000

Excise of common stock options    2,000,000       2,000            -            -      198,000             -         200,000

Capital Contribution                                                                    10,100                        10,100

Net loss for the year ended
  December 31, 1999
                                          -           -            -                         -      (649,086)       (649,086)
                                                                          --------                 ----------      ----------
 Balance, December 31, 1999       8,918,100       8,918       (2,000)           -      361,132      (763,256)       (395,206)

Issuance of shares                        -           -            -            -            -             -               -

Net income for the year ended
  December 31, 2000                       -           -            -            -            -        61,028          61,028
                                                                                                   ----------      ----------
 Balance, December 31, 2000      $8,918,100      $8,918      $(2,000)     $     -     $361,132     $(702,228)      $(334,178)
                                 ==========      ======      ========     ========    ========     ==========      ==========
</TABLE>

                                      F-5
<PAGE>

                             CONVERGE GLOBAL, INC.
                            STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 & 1999

<TABLE>
<CAPTION>
                                                                                 2000                    1999
                                                                               ---------              ----------
<S>                                                                            <C>                    <C>
Cash flows from operating activities:
     Net income (loss)                                                         $  61,028              $ (649,086)

     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
           Depreciation and amortization                                          58,246                   3,348
           Services in exchange for common stock                                       -                     780
           Loss on investment                                                          -                  30,000
           Issuance of options under stock option plan                                 -                  18,000
           Minority Interest                                                     257,266
           Changes in operating assets & liabilities:
           Accrued Expenses                                                       (5,208)                225,453
                                                                               ---------              ----------
              Net cash (used in) operating activities                            371,332                (371,505)
                                                                               ---------              ----------
Cash flows used for investing activities:
     (Payments) to acquire property and equipment                               (114,230)                (22,133)
     Disposal of property and equipment                                           96,700
     Investment in Medcom Network, Inc.                                                -                 (30,000)
     Investment in Website development                                           (70,000)               (200,000)
                                                                               ---------              ----------
              Net cash provided by (used in) investing activities                (87,530)               (252,133)
                                                                               ---------              ----------
Cash flows from financing activities:
     Proceeds (repayment) of note payables (related parties)                    (274,447)                391,000
     Proceeds from issuance of common stock and paid in capital                        -                 235,100
                                                                               ---------              ----------
              Net cash provided by (used in) financing activities               (274,447)                626,100
                                                                               ---------              ----------
Net increase (decrease) in cash and cash equivalents                               9,355                   2,462
Cash and cash equivalents at beginning of year                                     2,462                       -
                                                                               ---------              ----------
Cash and cash equivalents at end of year                                       $  11,817              $    2,462
                                                                               =========              ==========
Supplemental disclosure of cash flow information:

     Interest paid                                                             $  14,063              $        -
                                                                               =========              ==========
     Income taxes paid                                                         $       -              $        -
                                                                               =========              ==========
Supplemental disclosure of non-cash investing and financing
  activities:

     Services rendered in exchange for common stock                            $       -              $      780
                                                                               =========              ==========
     Issuance of options under stock option plan                               $       -              $   18,000
                                                                               =========              ==========
     Exercise of options under stock option plan                               $       -              $    2,000
                                                                               =========              ==========
</TABLE>

              See accompanying notes to the financial statements.

                                      F-6
<PAGE>

                     Converge Global, Inc. and Subsidiaries
                          Notes to Financial Statements

Note 1

The Company:
The Company was organized October 4, 1985, under the laws of the State of Utah,
as Mormon Mint, Inc. The Company was inactive for approximately 10 years. On
December 4, 1997, the Company changed its name from Mormon Mint, Inc. to Capital
Placement Specialists, Inc. Pursuant to an acquisition agreement, dated January
5, 1999; Bekam Investments, Ltd. ("Bekam") acquired one hundred percent (100%)
of the common shares of the Company at that time; or 2,340,100 shares. Bekam
subsequently spun off the Company by contributing the shares to the treasury of
the Company for redistribution to selected investors of Bekam. The Company then
changed its name to Converge Global, Inc.

Principles of Consolidation:
The accompanying financial statements include the accounts of Converge Global,
Inc. (the "Parent"), and its subsidiaries, Digitalmen.com, Inc., EssTec, Inc.
and LiquidationBid.com, Inc. All significant inter-company accounts and
transactions have been eliminated in consolidation.

<TABLE>
<CAPTION>
                                             Percent of
          Subsidiary                         ownership                                  Description
          ----------                         ---------                                  ------------
          <S>                                <C>                 <C>
          Digitalmen.com, Inc.                 84.24%            Digitalmen.com, Inc. (formerly Gearz.com, Inc.) was formed on
                                                                 February 5, 1999 in the State of California. During the period
                                                                 ended September 30, 2000, Digitalmen.com, Inc. commenced three
                                                                 Private Placement Offerings, which are exempt from registration
                                                                 under Regulation D of The Securities Act of 1933. Total proceeds
                                                                 raised during the period amounted to $440,000 and is ongoing. The
                                                                 offering terms are as follows:

                                                                      a.   1,000,000 shares of Digitalmen.com, Inc.'s restricted
                                                                           common stock at $0.50 per share.

                                                                      b.   1,000,000 warrants of Digitalmen.com at $0.30 per warrant
                                                                           which maybe exercised at $2.50 per share to acquire one
                                                                           share of common stock for each warrant.

                                                                      c.   1,000,000 shares of Digitalmen.com, Inc.'s restricted
                                                                           common stock at $3.50 per share.
</TABLE>

                                      F-7
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         Notes to Financial Statements

<TABLE>
<CAPTION>
Note 1 (Continued):                          Percent of
------
     Subsidiary                              ownership                          Description
     ----------                              ---------                          -----------
<S>                                          <C>                      <C>
     LiquidationBid.com, Inc.                   50%                   LiquidationBid.com, Inc. (a development stage company) was
                                                                      incorporated on April 8, 1999 in the State of Nevada. The
                                                                      Company was awarded 1,000,000 of the 2,000,000 outstanding
                                                                      shares of LiquidationBid.com, Inc. in exchange for the rights
                                                                      to services. No value has been assigned to these future
                                                                      rights, and therefore, there is no cost basis in this
                                                                      investment. Two of the three board members of
                                                                      LiquidationBid.com, Inc. are officers and stockholders of the
                                                                      Company, thereby demonstrating control over
                                                                      LiquidationBid.com, Inc. There was no material operations
                                                                      during the year ended December 31, 2000.
</TABLE>

ESSTEC:
EssTec, Inc. was formed in the State of Nevada during 2000. During the period
ended September 30, 2000, EssTec, Inc. commenced three private placement
offerings, which are exempt from registration under Regulation D of the
Securities Act of 1933. As of December 20, 2000 the board voted that in order to
bring down their debts they would settle their debts in exchange for 931,772
shares of their EssTec stock holdings. The Company still holds 2,068,228 shares
of EssTec stock, which is less than 50% ownership. In future financial
statements, this will be shown by the equity method. All income and expenses,
except for inter company transactions, up to the date the Company had majority
(over 50%) ownership, have been consolidated on this financial statement.

GOING CONCERN:
The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has no current source of revenue. Without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management recognizes that the Company must
generate additional resources to enable it to continue operations. The Company
intends to begin recognizing significant revenue during the year 2001.
Management's plans also include the sale of additional equity securities.
However, no assurance can be given that the Company will be successful in
raising additional capital. Further, there can be no assurance, assuming the
Company successfully raises additional equity, that the Company will achieve
profitability or positive cash flow. If management is unable to raise additional
capital and expected significant revenues do not result in positive cash flow,
the Company will not be able to meet its obligations and will have to cease
operations.

INVESTMENT IN MEDCOM NETWORK, INC.:
On June 15, 1999, the Company purchased 20% of the outstanding shares of an
unrelated startup company, Medcom Network, Inc. for $30,000. The purchase
included a six-month anti-dilution provision and an agreement not to sell the
shares for a period of one year or until the shares are registered with the
United States Securities and Exchange Commission. This investment is being
accounted for using the equity method. Medcom Network, Inc. was incorporated on
June 11, 1999 and does not expect to recognize revenue until year 2000. As of
December 31, 1999, Medcom Network, Inc. had no sales, cost of sales or gross
profit, resulting in a loss from continuing operations and net loss. The
Company's share of the investee's net loss is

                                      F-8
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         Notes to Financial Statements

reflected in the accompanying financial statements and accordingly, this
investment is recorded at no value as required by the equity method of
accounting.

Note 2
------

BUSINESS ACTIVITY:
The Company plans to provide in-depth and unique e-commerce solutions with
specific emphasis on audio and video delivery over the Internet. The Company
also plans to design and develop websites in exchange for fees from its
customers. Effective October 1, 2000, the Company is no longer a development
stage Company.

Note 3
------

CASH AND CASH EQUIVALENTS:
For purposes of the statement of cash flows, cash equivalents include all highly
liquid debt instruments with original maturities of three months or less which
are not securing any corporate obligations.

Note 4
------

REVENUE RECOGNITION:
For programming & consulting contracts, the Company recognizes revenue based on
the percent complete for fixed fee contracts, with the percent complete being
calculated as either the number of direct labor hours in the project to date
divided by the estimated total direct labor hours or based upon the completion
of specific task orders. It is the Company's policy to record contract losses in
their entirety in the period in which such losses are foreseeable. For non fixed
fee jobs, revenue is recognized based on the actual direct labor hours in the
job times the standard billing rate and adjusted to realizable value, if
necessary. There are no significant post-contract support obligations at the
time of revenue recognition. The Company's accounting policy regarding vendor
and post-contract support obligations is based on the terms of the customers'
contract, billable upon the occurrence of the post-sale support. Costs of goods
sold are recorded as the related revenue is recognized. The Company does not
offer a warranty policy for services to customers.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB"). No. 101, "Revenue Recognition in Financial
Statements." SAB 101 discusses certain generally accepted accounting principles
regarding revenue recognition in financial statements, including the
specification of certain criteria that should be met before revenue is
recognized. These criteria include: persuasive evidence that an arrangement
exists, delivery has occurred or services have been rendered, the seller's price
to the buyer is fixed or determinable, and collectibility is reasonably assured.
In March 2000, the SEC issued SAB No. 101A, "Amendment: Revenue Recognition in
Financial Statements," and SAB No. 101B, "Second Amendment: Revenue Recognition
in Financial Statements," to defer for the effective date of implementation of
SAB No. 101 until no later than the fourth fiscal quarter of fiscal years
beginning after December 15, 1999, with earlier application encouraged. We
adopted SAB No. 101, as amended, in the quarter ended December 31, 2000. The
adoption of SAB No. 101, as amended, has not had a material effect on our
financial position or results of operations.

Note 5
------

USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of

                                      F-9
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         Notes to Financial Statements

the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Note 6
------

WEBSITE TECHNOLOGY:
Website technology is stated at cost. Expenditures for maintenance and repairs
are expensed when incurred; additions, renewals and betterments are capitalized.
Amortization is computed using the straight-line method over the estimated
useful life of the asset (3 years). The Company is accounting for Website
Technology costs under the capitalization criteria of Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." There was no amortization for the year ended December 31, 1999.
Amortization began as of the date of the Website was operational which was July
1, 2000.

A summary at December 31, 2000 is as follows:

Website Development Cost         $ 270,000
Amortization                        45,000
                                 ---------
                                 $ 225,000
                                 =========

Note 7
------
PROPERTY AND EQUIPMENT:
Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are retired or otherwise disposed
of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in operations.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.

Depreciation expense for the year ended December 31, 2000 and 1999 amounted to
$13,246 and $3,348, respectively.

A summary at December 31, 2000 is as follows:

Computer and office equipment    $  36,314
Less accumulated depreciation       13,246
                                 ---------
                                 $  23,069
                                 =========

A summary at December 31, 1999 is as follows:

Computer and office equipment    $  22,133
Less accumulated depreciation        3,348
                                 ---------
                                 $  18,785
                                 =========

Note 8
------
INCOME TAXES:
The Company uses the liability method of accounting for income taxes pursuant to
SFAS No. 109, "Accounting for Income Taxes." Deferred income tax assets result
from temporary differences when certain amounts are deducted for financial
statement purposes and when they are deducted for income tax purposes. The
principal temporary difference is the net operating loss carry forward, which
amounted to approximately $585,000 and immaterial at December 31, 1999. A
deferred tax asset has been provided amounting $234,000 and is completely offset
by a valuation allowance because its utilization does not appear to be
reasonably assured. On

                                      F-10
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         Notes to Financial Statements

January 5, 1999, there was a 100% change in the control and ownership of the
Company. As a result of this change in control, there are significant
limitations on the utilization of the net operating loss carryfowards through
December 31, 1998. Federal net operating loss carry forward starts to expire on
December 31, 2018 and California state net operating loss carry forward starts
to expire on December 31, 2003.

Note 9
------
NET LOSS PER SHARE:
The Company computes net loss per share following SFAS No. 128, "Earnings Per
Share". Under the provisions of SFAS No. 128, basic net income (loss) per share
is computed by dividing the net income (loss) available to common shareholders
for the period by the weighted average number of common shares outstanding
during the period. Diluted net income (loss) per share is computed by dividing
the net income (loss) for the period by the weighted average number of common
and common equivalent shares outstanding during the period. Common equivalent
shares are not included in the computation of diluted loss per share for the
periods presented because the effect would be anti-dilutive.

Note 10
-------
ACCRUED EXPENSES:
A summary at December 31, 2000 is as follows:

Accrued payroll and related taxes       $ 157,215
Checkbook overdraft                         2,221
Other overhead expenses                    60,809
                                        ---------
                                        $ 220,245
                                        =========

A summary at December 31, 1999 is as follows:

Accrued payroll and related taxes       $ 127,900
Accrued professional fees                  53,996
Checkbook overdraft                        17,446
O2ther overhead expenses                   16,423
Accrued interest                            9,688
                                        ---------
                                        $ 225,453
                                        =========

Note 11
-------
LOANS PAYABLE:
Loans payable, officer-stockholders are unsecured, non-interest bearing and due
on January 1, 2003. Pursuant to this agreement, the Company can borrow up to
$250,000 at anytime before its due date. As of December 31, 1999, the Company
had borrowed $141,000. In addition, the Company borrowed $45,000 during January
2000.

The note is due to a foreign trust (related through an officer) and is
unsecured. It is due on April 15, 2002 and accrues interest at 7.5% per annum.
The note may be extended in one-year increments, subject to the note holder's
approval. Interest expense amounted to $9,688, and is included in accrued
expenses.

As of the December 20, 2000 the board voted that in order to bring down there
debts they would settle their debts in exchange for 931,772 shares of their
EssTec stock holdings. The remaining debt as of December 31, 2000 is as follows:

Due to affiliated                       $  70,953
Due to Officers                            45,600
                                        ---------
Total Loans Payable                     $ 116,553
                                        =========

                                      F-11
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         Notes to Financial Statements

Note 12
-------
RELATED PARTY TRANSACTION:
Prior to January 5, 1999, the Company neither owned nor leased any real or
personal property. A director provided office space without charge. Such costs
were immaterial to the financial statements and accordingly, have not been
reflected therein. Effective February 1, 1999, the Company entered into a
one-year employment agreement with two of its officers. Pursuant to this
agreement, the Company will compensate each officer $5,000 per month.
Adjustments for compensation and renewal of employment terms are subject to the
Board of Directors' approval. This agreement was renewed as of February 1, 2000.
As of October 2, 2000, one of the officers resigned thereby terminating any
compensation from this agreement for that officer.

Note 13
-------
LEASE COMMITMENTS:
The Company has a three-year agreement to lease its office space from Manhattan
West, Inc., a related party through common ownership. The Company is responsible
for all overhead expenses including utilities, telephone and insurance expense.
The Company also rents certain office equipment on a monthly basis from the same
related party. The following is a schedule by years of future minimum rental
payments required under operating leases that have non-cancellable lease terms
in excess of one year as of December 31, 2000:

Year ending December 31,

                                 2001       $ 55,201
                                 2002          4,400
                                 2003       $ 59,601
                                            --------
                                 Total       119,202
                                            ========

Rent expense for the year ended December 31, 2000 and 1999 amounted to
approximately $49,000 and $48,000, respectively.

Note 14
-------
STOCKHOLDERS' DEFICIT:

PRIVATE PLACEMENT OFFERING
The Company commenced a private placement offering under Regulation D, rule 504
of the Securities Act of 1933, up to the limit of $1,000,000. During January
1999, the Company raised $25,000 from the issuance of 2,500,000 shares of common
stock at $0.01 per share, to an investment group. The Company also granted
2,000,000 stock options to this investment group to purchase additional shares
of common stock at an exercise price of $0.10 per share. During the year ended
December 31, 1999, 2,000,000 options were exercised for $200,000.

EMPLOYEE STOCK OPTION PLAN
Effective January 6, 1999, the Company adopted a Stock Option Plan (the "Plan")
for its directors, employees and consultants under which a maximum number of
7,000,000 options maybe granted to purchase common stock of the Company. The
Compensation Committee of the Board of Directors administers the Plan, selects
recipients to whom options are granted and determines the number of shares to be
awarded. Options granted under the Plan are exercisable at a price determined by
the Compensation Committee at the time of grant, but in no event less than fair
market value. The number and weighted average exercise price of options granted
under the Employee Stock Option Plan, for the year ended December 31, 1999 are
as follows:

                                      F-12
<PAGE>

                    Converge Global, Inc. and Subsidiaries
                         Notes to Financial Statements

<TABLE>
<CAPTION>
                                             Weighted Average
                                              Exercise Price            Shares
                                             ----------------           ------
<S>                                          <C>                        <C>
Outstanding at beginning of period                          -           $   -
Outstanding at end of period                                -               -
Exercisable at end of period                                -               -
Granted during period                               2,000,000            .001
Exercised during period                             2,000,000           $.001
</TABLE>

The holders of these stock options have executed agreements to exercise these
options; however, no cash was received to date. Accordingly, the $2,000 due for
the 2,000,000 shares has been presented on the accompanying balance sheet as
common stock receivable at December 31, 1999. The Company has elected to follow
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25) and related interpretations in accounting for its employee
stock options because the alternative fair value accounting provided for under
FASB Statement No. 123, "Accounting for Stock-Based Compensation," requires use
of option valuation models that were not developed for use in valuing employee
stock options. Accordingly, $18,000 has been recognized as compensation expense
relating to the options granted during the year ended December 31, 1999. Pro
forma information regarding the effect on operations is required by SFAS 123,
and has been determined as if the Company had accounted for its employee stock
options under the fair value method of that statement. Pro forma information
using the Black-Scholes method at the date of grant based on the following
assumptions:

<TABLE>
<S>                                                                       <C>
Expected life                                                             1 month
Risk-free interest rate                                                     6.00%
Dividend yield                                                                 -
Volatility                                                                   100%
</TABLE>

This option valuation model requires input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing model does not necessarily provide a reliable single
measure of fair value of its employee stock options. For purposes of proforma
disclosures, the estimated fair value of the options is amortized to expense
over the option's vesting period. The Company's proforma information is as
follows:

<TABLE>
<CAPTION>
                                                                  December 31, 1999
                                                                  -----------------
<S>                                                               <C>
Net loss, as reported                                                 $ (649,086)
Proforma net loss                                                     $ (653,086)
Basic and diluted historical net loss per share                       $    (0.08)
Proforma basic and diluted net loss per share                         $    (0.08)
</TABLE>

COMMON STOCK On October 15, 1997, the Company effected a 10:1 reverse split of
its common stock, thus decreasing the number of outstanding common stock shares
from 23,401,000 shares to 2,340,100 shares. All share and per share data in the
financial statements reflect the reverse split for all periods presented.

SHARES ISSUED IN EXCHANGE FOR SERVICES Shares issued in exchange for services
were valued at the cost of the services rendered, which was the most readily
determinable at that time.

                                      F-13