SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON D.C.  20549
                    _______________________

                           FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15
           (d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[ X ]  Annual report pursuant to section 13 or 15(d) of the
       Securities Exchange Act of 1934

             For Fiscal Year Ended January 31, 2000

[  ]   Transition report pursuant to section 13 or 15(d) of the
       Securities Exchange Act of 1934

                   Commission File 000-25453

                        CI4NET.com Inc.
     (Exact name of registrant as specified in its charter)

                            Delaware
 (State or other jurisdiction of incorporation or organization)

                          32 Haymarket
                         London SW1Y4TP
                         United Kingdom
  (Address of Principal Executive Offices including Zip Code)

                           134032991
             (I.R.S.  Employer Identification No.)

     Registrant's telephone number, including area code:
                         (212) 445-6581

Securities registered pursuant to Section 12(b) of the Act:  None

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

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

Indicate by check mark whether the registrant:  (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                     Yes  [ X  ]  No [   ]

Indicate by check mark if the disclosure of delinquent fliers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ]

The approximate aggregate market value of Common Stock held by
non-affiliates of the Registrant was $352,602 as of May 1, 2000

On May 1, 2000, the Registrant had outstanding 28,345,121 shares
of voting Common Stock, $.001 par value.

              DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the
Securities and Exchange Commission relative to the election of
directors during calendar year 2000 are incorporated by reference
into Part III of this Report.

                       TABLE OF CONTENTS
                    FORM 10-K ANNUAL REPORT
               FISCAL YEAR ENDED JANUARY 31, 2000
                        CI4NET.COM INC.


                             PART I


Item                                                        Page

1.  Business . . . . . . . . . . . . . . . . . . . . . . . . 1
2.  Properties . . . . . . . . . . . . . . . . . . . . . . .19
3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . .19
4.  Submission of Matters to Vote of Security Holders. . . .19

                            PART II

5.  Market for Registrant's Common Equity and Related
    Stockholder Matters. . . . . . . . . . . . . . . . . . .19
6.  Selected Consolidated Financial Data . . . . . . . . . .21
7.  Management's Discussion and Analysis of Financial
    Condition and Results of Operations. . . . . . . . . . .22
7A. Quantitative and Qualitative Disclosures About
    Market Risk. . . . . . . . . . . . . . . . . . . . . . .33
8.  Financial Statements and Supplementary Data. . . . . . .34
9.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure. . . . . . . . . . .34

                            PART III

10.  Directors and Executive Officers of the Registrant. . .34
11.  Executive Compensation. . . . . . . . . . . . . . . . .34
12.  Security Ownership of Certain Beneficial Owners
     and Management. . . . . . . . . . . . . . . . . . . . .34
13.  Certain Relationships and Related Transactions. . . . .34

                            PART IV

14.  Exhibits,  Financial Statement Schedules and
     Reports on Form 8-K . . . . . . . . . . . . . . . . . .35

     This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended.  For this purpose, any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects" and similar expressions are intended to
identify forward-looking statements.  The important factors
discussed under the caption "Factors That May Affect Future
Results" in Item 7 of this report, among others, could cause
actual results to differ materially from those indicated by
forward-looking statements made herein and presented elsewhere by
management.  Such forward-looking statements represent
management's current expectations and are inherently uncertain.
Investors are warned that actual results may differ from
management's expectations.

     This Annual Report contains sale price data relating to
completed acquisitions and other matters that are expressed in
United States dollars and have been converted from pounds
sterling at an assumed conversion note of 1.6 dollars per pound
sterling.
<PAGE>
PART I

ITEM 1.  BUSINESS

Overview

CI4NET.com Inc. ("Ci4net" or the "Company") is an economic
network, or Econet, with equity interests in 39 Internet-related
companies ("partner companies"). We have a 50%-or-greater
interest in 34 of these companies and hold minority interests in
the remainder.  Our partner companies include eight Internet
infrastructure companies, 18 business-to-business ("B2B")
e-commerce companies, 12 business-to-consumer ("B2C") e-commerce
companies and one incubator company.  In addition, Ci4net has
executed non-binding letters of intent for the acquisition of
three Internet infrastructure companies, six B2B companies and
three European incubator companies.  Thirty two of our partner
companies service the United Kingdom market. The geographic
focuses of our remaining partner companies include Italy, the
Netherlands, Europe as a whole, Australia and the United States.
The Company actively promotes collaboration among its partner
companies.

The Company was incorporated on December 29, 1995 and did not
have any operating activities until December 20, 1999, when the
Company purchased all of the issued and outstanding shares of a
Delaware corporation that was then named CI4NET.com Inc. ("Old
Ci4net").  In connection with its acquisition of Old Ci4net, the
Company effected a 1-for-15 reverse stock split, issued an
aggregate of 20,500,000 post-reverse split shares of common stock
to the former stockholders of Old Ci4net and simultaneously
changed its name from Leisure Concepts International Inc. to
CI4NET.com Inc. The preexisting stockholders of the Company held
555,446 post-reverse split shares of common stock following the
completion of our acquisition of Old Ci4net. Upon completion of
our acquisition of Old Ci4net, the Company issued 1,166,667
shares of its post-reverse split common stock to the former
shareholders of Planet Edge Limited ("Planet Edge"), a United
Kingdom information infrastructure development company, as
consideration for the  prior acquisition of Planet Edge by Old
Ci4net, which occurred on December 6, 1999. We regard Planet Edge
as our accounting predecessor company.

Also upon completion of our acquisition of Old Ci4net, the
Company issued 1,200,000 shares of its post-reverse split common
stock to the former shareholders of Media Ventures Limited
("Media Ventures"), a United Kingdom magazine publisher, as
consideration for the acquisition of Media Ventures by Ci4net.com
Limited, a Jersey Channel Islands corporation ("Ci4net Limited"),
which occurred on December 17, 1999. Old Ci4net and Media
Ventures were entities under the common control of our principal
shareholder, Kevin R. Leech, and the acquisition has been
accounted for in a manner similar to a pooling of interests.

Prior to its acquisition by the Company, in addition to its
acquisition of Planet Edge, Old Ci4net had acquired  all of the
outstanding capital stock of Three W Capital, a Marshall Islands
corporation ("3W"), and of Ci4net Limited, in each case on
October 1, 1999, and 61% of the outstanding capital stock of
I-Global.com Inc., a Delaware Corporation ("I-Global"), on
December 12, 1999. At the time of their respective acquisitions,
3W, Ci4net Limited and I-Global had insignificant net assets.

On December 21, 1999 we purchased all of the issued and
outstanding shares of MSK Industries, Inc., a Delaware
corporation ("MSK Industries").  We issued an aggregate of
2,238,400 post-reverse split shares of common stock to the former
stockholders of MSK Industries.

The Company is continually evaluating new acquisitions and
at any time may be involved in one or more initiatives that may
result in future acquisitions, investments or joint ventures.
None of the acquisitions with respect to which pending letters of
intent have been executed by the Company are material, either
individually or when considered together with any related
acquisitions, although the cumulative impact of such acquisitions
may be material.  The transactions contemplated by such letters
of intent are subject to a variety of conditions including the
satisfactory completion of due diligence.

The following is a table summarizing certain information about
our partner companies.  Percentage ownership interests are
expressed on a shares outstanding, and not a fully diluted,
basis.

Category, Name and URL       Industry     Description    Ci4net
                                                       Ownership%
Internet Infrastructure:

Citee BV
www.citee.nl                    Information Technology
Provides systems integration services and develops Internet,
wireless and other information technology solutions.        51%

Systeam SpA
www.systeam.it                    Software Development
Provides software solutions to the telecommunications, Internet
and digital television industries.                          79%

GlobalFreeway Pty Limited
www.globalfreeway.com.au           Telecommunications
Provides free ISP service across Australia.                 55%

Planet Edge Ltd.
www.planetedge.co.uk               Database Development
                                  and Systems Integration
Provides Internet integration services for client and
server software systems.                                   100%

4th Wave Technologies Ltd.
www.4thwave.co.uk                   Telecommunications
Provides ISP service and content to business and home
Internet users.                                             66%

Wireless4Europe Ltd.
www.wireless4europe.com                 Wireless
                                       Technologies
Developing a research and wireless technology
unit.                                                      100%

Ci4net Solutions Ltd.
www.ci4netsolutions.com            Information Technology
Disseminates a common technology platform to
Ci4net.com's partner companies.                            100%

Ci4net Advanced Research Ltd.
www.ci4netadvancedresearch.com      Software Development
Seeks to enhance and commercially exploit Internet
and network platform technologies controlled by
partner companies.                                          90%

B2B:

ICM Resources Limited
www.eazyprint.com                        Printing
Provides offline printing services and is developing a
comprehensive set of online printing services.              70%

Tempz.com Limited
www.tempz.com                       Temporary Recruitment
Provides a Web-based temporary staffing service.            50%

BusinessPCUK.com Limited
www.businesspcuk.com                  Network Solutions
Being developed to supply computing equipment and
networking solutions to small and medium sized
enterprises.                                                100%


Easy2Ship.com Inc
www.easy2ship.com                         Shipping
Developing a service to facilitate transactions
between shippers and carriers.                               61%

Fishexchange Inc.
www.fishexchange.net                      Fishing
Developing an online facility to execute and fulfill
transactions for the global fishing industry.                61%

Business Villages.Com
www.businessvillages.com                   Media
Developing community Web sites targeted
to professionals.                                            50%

The Rubber Exchange Inc.
www.therubberexchange.com                  Rubber
Developing an online exchange to trade natural
and synthetic rubber products.                               61%

Mostra Limited
www.mostra.co.uk              Public Relations & Marketing
A full service, Internet-focused creative public relations
agency, marketing agency and brand developer.                51%

Transenact Ltd.
www.transenact.com                       e-Commerce
Provides intelligent exchange software to permit
automated matching of purchase orders and supply
capabilities.                                               100%

AKAS Ltd.
www.akas.com                      Database Applications
Provides an Internet-based, form-driven database
application.                                                 66%

Chorus Inc.
www.chorus-group.com              Business Consulting
Assists technology and Internet companies
with expansion into Europe.                                  50%

Commercial Property UK Ltd.
www.commercialpropertyuk.com      Commercial Real Estate
Developing a Web site featuring an extensive
commercial real estate database and related content.        100%

Aircharter Exchange.com Ltd.
www.aircharterexchange.com             Air Charter
Developing an online exchange for chartering aircraft.       51%

Business Plan Exchange Inc.
www.bpex.net                         Venture Capital
Developing an online service to match
entrepreneurs with venture capitalists and
other financiers.                                            61%

Buyers Guide UK Ltd.
www.buyersguide.co.uk              Government Contracting
Operates a procurement Web site for suppliers to
local and national governmental authorities in the
United Kingdom.                                              15%

Enteraction TV Limited
www.enteractiontv.com              Interactive Television
Develops broadband and interactive television
applications.                                                25%

Kismet International NV              Software Development
Provides casino gaming software.                              5%

Perform.com LLC
www.perform.com                 Application Service Provider
Provides tools to businesses that can be used to plan,
communicate and measure results.                              2%

Incubator:

Ismartlab Ltd.
www.ismartlab.com                        Internet
An incubator focusing on Internet and
Internet-related companies in the United Kingdom.           100%


B2C:

Trrravel.com Ltd.
www.trrravel.com                          Travel
Provides travel products such as airline flights
and vacation packages and publishes
travel-related content.                                      51%

Media Ventures Limited
www.activelives.co.uk                     Media
Publishes a portal site targeting the over-45 market.       100%

Allcars.com Ltd.
www.allcars.com                         Automotive
Publishes a Web site providing search capabilities
and other information for purchasing new and
pre-owned vehicles.                                          75%

Browsemiles Limited
www.browsemiles.com                     Advertising
Developing a search engine that will award
incentives to consumers for online activities.              100%

Health421.com Limited
www.health421.com                       Health Care
Developing a Web-based suite of services for
health care professionals.                                  100%

Etailor Ltd.
www.suitscape.com                         Apparel
Developing an online personal tailoring service.            50%

Property World UK Ltd.
www.propertyworld.co.uk           Residential Real Estate
Publishes a Web site containing the largest
listing of residential property in the United Kingdom.      70%

Lifetime Memorials Inc
www.lifetimememorials.com                 Funeral
Developing an online service for mourners.                  61%

Kids Events Ltd.
www.kids-events.com                        Media
Developing a Web site to provide information
on activities and services for children.                    50%

PCC Care Card BV
www.personalcarecard.nl                  Marketing
Provides promotional products such as
discount cards and other incentives for shopping online.   100%

Femailnet.com Ltd.
www.femailnet.com                          Media
Developing a Web site for women's products and services.    100%

Bygone Times plc
www.bygone-times.com                Memorabilia, Antiques
Operates a retail and auction Web site for
memorabilia and antiques.                                    10%

The Company's equity interest in each of its partner
companies is held either directly by the Company or by Ci4net
Limited, MSK Industries, or by I-Globalcom.


Business Strategy

  Our objective is to become one of the leading Internet
Econets in Europe with a focus on B2B e-commerce. Our strategy
for achieving this objective is to create value by

            *  continuing to build our Econet aggressively
               through the acquisition of B2B businesses in all
               stages of development, the formation of joint
               ventures with offline businesses that can
               achieve rapid expansion by developing an online
               business component and the entry into
               barter and other cooperative arrangements with
               media companies;

            *  seeking to identify for acquisition B2B companies
               operating in markets with traditionally high
               cost structures that can be made more efficient
               through online processes;

            *  establishing our B2B partner companies as market
               leaders, building brand awareness and
               achieving customer loyalty;

            *  using the resources and expertise of our Internet
               infrastructure companies to develop a
               common technology platform for our other partner
               companies;

            *  using the industry expertise, business contacts
               and insights of our global advisory board and
               partner company management teams to develop
               informational synergies and establish
               collaborative networks;

            *  recruiting executives at the Company and partner
               company levels who have relevant
               experience and have demonstrated success in an
               entrepreneurial environment; and

           *   making minority investments in companies that
               provide synergistic products, services or
               technology solutions.

Business Segments

Our Internet infrastructure companies form the core of our
operations and offer or are in the process of developing products
and services that include software and database development,
network integration, Web site design, development of e-commerce
solutions, wireless technology development and complex trading
platform design.  Our Internet infrastructure companies service a
variety of technology sectors in the telecommunications,
information technology, Internet and interactive television
industries.  Certain of our Internet infrastructure companies are
geared toward general business and consumer populations and offer
ISP services and accompanying packaged content. Our Internet
infrastructure companies have operations in the United Kingdom,
Italy, the Netherlands and Australia. This geographic reach is
expected to enable Ci4net to establish bases quickly for existing
and future partner companies using in-house technology.

Our B2B strategy focuses on the B2B e-commerce companies
categorized as market makers.  Market makers are Web sites that
bring together buyers and sellers by creating Internet-based
exchanges for goods, services and information.  We believe that
strategic partnerships, a significant number of which have
already been executed by our partner companies, will be
instrumental in helping our market maker B2B companies acquire
and maintain the necessary industry presence and contacts to
develop effective distribution.  We believe that we can aggregate
one of the most substantial holdings of B2B companies by
exploiting the internal synergies of our partner companies and
our strategic partnerships.

Our B2C companies seek to gain a competitive advantage over
offline businesses in their sectors by providing consumers with
an informed choice, high quality content, a user-friendly
purchasing experience and bonuses for shopping (through, for
example, loyalty programs) in order to build brand awareness.
The Company believes that Internet shoppers value these
characteristics of a shopping experience, in part as a
consequence of having become more discerning through exposure to
consumer product research available on the Internet.

We have commenced operation of a United Kingdom-oriented
incubator and will seek to develop or acquire additional
incubators in different geographic areas within Europe.  The
Company's incubator strategy includes obtaining a right of first
refusal on any new technologies that are generated by incubated
companies in order to strengthen our technology platform.


Common Technology Platform

Our technology strategy is to develop a common platform for our
partner companies that is founded upon their collective
intellectual property resources.  Our Econet structure is
expected to facilitate the establishment and dissemination of
such a platform. Planet Edge and Systeam SpA, two of our
Internet infrastructure companies, are already providing other
partner companies with a technology platform for Web site
development and e-commerce operations.  During the first quarter
of our current fiscal year ("Fiscal 2001"), we established Ci4net
Solutions Ltd. and Ci4net Advanced Research Ltd. for the purpose
of further developing our common technology platform and more
effectively exploiting the collective intellectual property
assets of our partner companies.

Acquisitions and Strategic Relationships
The Company's acquisition strategy focuses on companies that (i)
are marketing innovative products and services or have otherwise
achieved first-mover advantage in a geographic area, (ii) are
founded upon business models that have been successfully employed
by Internet companies in the United States and (iii) are industry
leaders in their field.  The Company has focused its acquisition
strategy within European markets in which Internet use is
highest:  the United Kingdom, Germany, France and Italy.  Once
significant market positions in each of these countries has been
established, the Company intends to expand the focus of its
acquisition activity to one or more of Spain, the Netherlands,
Switzerland, Belgium, Sweden, Austria, Denmark and Norway.  As
partner companies reach critical mass, the Company intends to
seek liquidity of its interests in such partner companies through
selective sales and public offerings in order to realize a return
on investment and fund further development.

The Company is active in promoting strategic relationships
between partner companies and other businesses.  The Company
believes that it is essential to use the leverage available from
strategic collaborations with third parties to achieve speed to
market and scale, particularly when entering new geographic
markets.  The Company believes that potential collaborations with
offline businesses offer substantial opportunities to its B2B
partner companies.  In addition, the Company works closely with
established technology companies to ensure that partner companies
have access to the latest generation protocols, applications and
solutions.

Management Structure and Philosophy

We currently have a management team with a broad base of
experience in both online and offline businesses.  Our management
structure consists of an executive board that is responsible for
company-wide initiatives, significant operating decisions and
policymaking; a global advisory board whose function is to advise
the Company on acquisitions and joint ventures in their home
territories; and a partner company board whose mission is
to advise partner companies on current market conditions and
operations.  This group of over forty key executives is
available to assist in implementing the Company's business plan
and those of its partner companies.  We believe that by providing
our partner companies with these extensive managerial resources,
we will increase their likelihood of success and rates of growth.

Access to Additional Econet Resources

All of our partner companies have access to common resources
that are made available to them by the Company, including
assistance with financing, marketing, accounting and financial
reporting, human resources, public relations and information
technology management.  We encourage partner companies to avail
themselves of these common resources and to cross-utilize their
respective individual resources.

Products and Services

All of our products and services are commercialized through our
partner companies.  The following is a description of the
principal products and services that are currently being marketed
or are under development by the Company's partner companies.
Internet Infrastructure Companies:

Citee BV

Citee is a Netherlands-based technology systems integrator that
offers a broad range of products and services to its customers.
Citee has five divisions:

       *  Product Sales. The product sales division offers
desktop automation, enterprise computing, internet/intranet
infrastructure and Internet architecture products.

       *  Consulting. The consulting division offers information
technology organizational services incorporating knowledge
management and e-commerce solutions that enable customers to
maximize the value of their information technology resources in
executing their online strategies.  The consulting division also
provides end-to-end integration of information technology
solutions into legacy network structures.

       *  Management Service. The management services division
offers outsourced system and network management. Citee also
offers installation work, repair services and post-sale support
such as help desk and logistics services.

       *  Systems Development.  The systems development division
customizes server and Web-based applications and develops
Internet and intranet sites and e-commerce solutions.

       *  Education. The education division provides learning
resources for the management of information technology systems,
including company-specific professional training and modular
self-study courses.

Citee offers all of these products and services through its Web
site, which functions as a "one-stop shop" for systems
integration and technology solutions.

Systeam SpA

Systeam provides software products and services to the
telecommunications, Internet and digital television industries
and is one of the largest providers of software services in
Italy.  Systeam's customers include leading global information
technology and telecommunications companies.  Systeam's software
product and service lines are as follows:

       *  Telecommunications software and services, including
database design, anti-fraud and anti-cloning systems, traffic
measurement systems, call center and customer care services and
security systems.

       *  Internet software and services, including Web design,
Intranet and Internet services and development of e-commerce
applications and remote ticketing systems.

       *  Digital television software and services, including the
integration of DVB (digital video broadcasting) platforms and
software development for DVB subsystems, the development of
interactive applications for set top boxes (such as home
shopping), DVD authoring and digital video and audio encoding.

In addition to its software and services business, Systeam has
developed a portfolio of proprietary products that are expected
to be both integrated into the technology platform for Ci4net's
partner companies and marketed independently.  These products
include (i) Netstrobe, a network and services monitoring system
for Internet-and Intranet environments targeted at ISP's,
e-commerce operators and Website publishers, (ii) WebCard, an
integrated system for remote booking and ticketing over the
Internet in which payment is made using dedicated smart cards,
(iii) Adcast, an Internet advertising delivery system
co-developed with Americom, (iv) Finger Print Security System,
a fingerprint recognition technology for controlling access to
information networks and other secure systems, (v) DVD Video
Server, a computerized server currently being developed for
real-time streaming of video in either digital or analog format,
(vi) DVD Video Store, a product for re-editing and merging stored
video content, and (vii) DVD Video Archive, a storage system that
is currently under development.

GlobalFreeway Pty Ltd.

GlobalFreeway provides free ISP service throughout Australia.
GlobalFreeway provides users with unlimited Internet access,
e-mail service and navigational tools designed to enhance the
user's online experience, all at no cost to the user.
GlobalFreeway seeks to acquire both existing Internet users and
persons who are not yet Internet users through aggressive
marketing and advertising.  GlobalFreeway has achieved rapid
growth and the Company believes that it will capture significant
market share by virtue of its first-mover advantage.

GlobalFreeway currently generates most of its revenue from the
sale of banner advertising but plans to develop additional
revenue sources by leveraging its database assets.  New users
provide demographic and personal information when they register
for GlobalFreeway's service, and GlobalFreeway's technology
allows it to track users' online activities. The information
gathered from user registration and tracking will permits
GlobalFreeway to provide targeted advertising and direct
marketing solutions.  GlobalFreeway may also seek to generate
revenue from Web registration referrals and e-commerce
activities.

Planet Edge Limited

Planet Edge is an Internet infrastructure company specializing in
database development and systems integration.  Planet Edge offers
customized solutions for database transition, virtual server
packages, ISDN and leased line integration, Internet connectivity
and firewall and other security solutions.  Planet Edge is ISO
9002, Sun Microsystems and Allaire accredited.  Its software
developers are competent in many languages, including Object-
Oriented Pascal, Visual Basic, Active Server Pages, Perl, Java,
JavaScript/VB/PerlScript, Cold Fusion, UNIX, UNIX C, miniSQL,
Cold Fusion C, C++, Visual C++, Visual Basic, Object Oriented
Design, Informix, Sybase, Oracle, and SQL.

Planet Edge's systems integration services are geared toward
migrating legacy client and server software systems to the
Internet.  Planet Edge's integration services are designed to
permit real-time interaction among management and other personnel
and to promote operating efficiencies such as lowering labor,
technology and other resource allocations, reducing procurement
costs and improving responsiveness to customers and suppliers.
Planet Edge has servers supporting its Global Facility Management
services in prime locations around the world, including Bristol
and London in the United Kingdom, Washington, D.C., San Francisco
and Chicago in the United States, and Singapore and Sydney,
Australia in Asia.

4th Wave Technologies Ltd.

4th Wave is an ISP serving home and small business Internet users
throughout the United Kingdom.  4th Wave's service suite combines
unlimited Internet access with community-oriented content and
unique e-mail addresses for family members and employees.  In
addition, 4th Wave permits users to publish their
own Web sites and provides unlimited Web space and telephone
technical support 24 hours a day.  All of these services are
provided for competitive fixed fees that are payable monthly or
annually.  In addition to its core local ISP service suite, 4th
Wave is developing a stand alone business ISP that will be
launched in partnership with a leading United Kingdom local
content provider.

Wireless4Europe Ltd.

Wireless4Europe is being organized by the Company to engage in
the development of wireless applications based on WAP, carrier
side technologies such as VOIP and certain "third generation"
(3G) technologies.  The Company has recruited the core
technologists for Wireless4Europe and expects operations to
commence during the third quarter of Fiscal 2001.
Wireless4Europe will employ an ASP model pursuant to which it
will host and deliver telecommunications services over both fixed
and wireless networks, and will seek to implement and integrate
best-of-breed applications software using a "one to many" rental
model. The Company's main focus will be on applications that
require integration into existing and developing mobile data
networks. Wireless4Europe believes that the ASP approach will
enable outward facing applications to be accessed by remote users
and will offer such users much of the expensive application
functionality that exists today (in areas such as sales force
management and customer relationship management) at reduced cost.

In addition to its wireless applications development,
Wireless4Europe will seek investment opportunities in early-stage
wireless companies with which it can co-develop existing wireless
technology products and services. The Company has identified
several potential investments that could compliment
Wireless4Europe's mission, including middleware for providing
wireless data to wireless networks and a Web-based WAP
developers' resource community.

Ci4net Solutions

Ci4net Solutions acts as a business development and project
management interface to partner companies in order to
ensure that the Company's internal technology resources are
efficiently and consistently shared among its partner companies.
Ci4net's Internet infrastructure companies, with development
resources distributed across Europe, constitute a unique asset
that enhances the investment proposition offered by Ci4net
to its partner companies.  Ci4net Solutions has been organized to
coordinate and structure development of a common technology
platform for partner companies in order to promote economies of
scale, rapid time-to-market and company interoperability.  In
addition, Ci4net Solutions is responsible for ensuring that
strategic partnerships with leading technology partners are
centralized and deployed to ensure that partner companies have
access to leading products.

Ci4net Advanced Research Limited

Ci4net Advanced Research's mission is to continually enhance
the common technology platform that is provided to Ci4net's
partner companies.  Ci4net Advanced Research seeks to identify
aspects of the Company's common technology platform that hold
particular promise for further development and to pursue those
opportunities independently and with strategic partners.  Areas
currently being researched include yield management and edgeware
services, as a result of which an initial technology solution is
expected to be launched shortly by Transenact.com. Ci4net
Advanced Research will draw upon, and contract with, Ci4net
Solutions to obtain leading specialists within the areas of
technology that are researched.  It is expected that in exchange
for the research and development resources provided by Ci4net
Advanced Research, Ci4net Solutions will receive a license
to use any resulting products and technologies in the common
technology platform provided to Ci4net partner companies by
Ci4net Solutions.

Business to Business:

ICM Resource Limited

ICM Resource is an existing print management company providing
services to blue-chip clients.  It is developing Eazyprint.com,
an Internet-based interactive service that will employ
leading-edge technology to provide a wide assortment of print,
promotional and related items.  It is expected that the
Eazyprint.com Web site will be launched during the third quarter
of Fiscal 2001.  ICM will seek to develop through the
Eazyprint.com Web site, as well as through partnerships with
other providers, printing services that can be accessed via
individual personal computers, kiosks and interactive television.
It is expected that by accessing the Eazyprint.com Web site,
customers will be able to view online what is being created for
production.

Eazyprint.com will initially target the small office/home office,
small-to-medium sized enterprise (SME) and general public
segments of the printing market.  ICM Resource believes that the
principal competitive factors for these market segments include
speed and convenience of service and the availability of a
cost-effective mechanism for customers to create and procure
commercially printed items.  Customers in these market segments
typically use personalized and customized stationery items such
as business cards, letterhead, labels, pre-printed business forms
(such as checks, purchase orders, statements and invoices) and
specialty items such as pens, golf balls, T-shirts and
baseball hats for promotional purposes.  ICM Resource will seek
to establish Eazyprint.com as Europe's premier branded online
print shop for providing such services.  It is anticipated that
the Eazyprint.com model and brand will be easily translated to
other geographic regions.

Tempz.com Limited

Tempz.com is a Web-based e-recruitment and temporary services
agency.  Tempz.com provides a wide range of on-line and direct
staffing services and is expected to do so at lower price points
than offline competitors.  Tempz.com seeks to obtain competitive
advantages by re-engineering the temporary staffing process and
utilizing a low cost, highly flexible and scaleable service
delivery model.

The Company believes that through the integration of computer
technology and telephony in a call center environment, Tempz.com
will be able to better control output, improve service efficiency
and manage the training and development of its staff.  Tempz.com
will give customers and registered workers real time access to
information held on its databases through its extranet, thereby
speeding up, simplifying and enhancing service delivery,
administration and management information.

BusinessPCUK.com Ltd.

BusinessPCUK.com is being developed to offer personal computer
equipment and Internet connectivity to SME's for a fixed monthly
price.  BusinessPCUK.com will also offer its customers network
consulting services and packaged hardware and software solutions
for a fixed fee under a monthly contract.  Penetration of
Internet usage in Europe has generally lagged 12 to 24 months
behind the United States, in significant part because of the
approximately 50% higher real costs of personal computing
equipment in Europe, and BusinessPCUK.com will seek to capitalize
upon this pent-up demand.  Because Internet penetration in other
areas of Europe is substantially lower than in the United
Kingdom, the Company believes that BusinessPCUK.com's model is
capable of being successfully replicated elsewhere.

BusinessPCUK.com  will be an anchor tenant on each of the
professional community sites being developed by
Businessvillage.com Limited, a Ci4net partner company.
BusinessPCUK.com  anticipates launching in conjunction with
Businessvillages.com during the second quarter of Fiscal 2001.


Easy2ship.com Inc.

Easy2ship.com is being developed as a market maker for shipping
services and is expected to be launched during the second quarter
of Fiscal 2001.  Easy2ship.com's Web-based service will permit
shippers to enter shipping specifications and solicit responsive
bids from carriers. In order to use the Easy2ship.com service,
shippers will be required to complete a personalized form that
will include weight, class and time-in-transit specifications,
pick up and delivery locations and insurance requirements.
Easy2ship.com will then match the shipper's requirements with
all registered carriers in its database that are interested in
responding to the shipment-specific requirements.  Each
eligible carrier will respond with two bids to the shipper, one
for the stated pick up and delivery dates and one for
the carrier's "Flexmax" option, which will allow the carrier to
offer an alternative bid based on the carrier's, rather
than the shipper's, preferred pick up and delivery dates.  The
carrier whose bid is selected by the shipper will be notified
online and the results of all shipping operations will be
maintained in a database that will be accessible to the carrier
and the shipper.

Easy2ship.com is expected to go speed up the process of
identifying shipper requirements and matching them with carriers
capable of executing their orders, thereby achieving cost
reductions.  Cost savings will also be achieved by improving
market efficiency (with fewer ships returning to base empty); by
implementing a consolidated billing system to streamline
tracking, verification and accounts payable processes; and by
utilizing back-hauls and management of time-in-transit data.  In
addition, internal management processes are expected to be
improved by virtue of Easy2ship.com's online transaction
capabilities, which will provide customizable reporting,
electronically maintained freight data and freight cost analysis.


Fishexchange Inc.

Fishexchange Inc. is developing fischexchange.net the first
complete electronic trading exchange for the buying and selling
of seafood.  The exchange is expected to be launched during the
second quarter of Fiscal 2001 and will provide real time prices
on up to 3000 seafood species, automated preference matching,
last price/ask price history and trending, transaction
facilitation and credit insurance. Automatic e-bidding will allow
a seller to list inventory and a strike price which is blind to
the buyer.  If a bid is at a price equal to or higher than the
seller's strike price, the price for the buyer's acceptance will
automatically be revealed. The system will also include a
mechanism for a buyer to pre-entering his requirements for any
future time or strike price so that sellers can bids to fill the
order.  Orders will specify sizes, cuts, packaging and
transportation requirements, and Fishexchange.net will
incorporate the Latin names of seafood species to ensure order
accuracy.  Fishexchange.net plans to charge a flat fee for each
transaction and an annual membership fee.  The Company believes
that the seafood industry, which is heavily reliant on brokers,
is highly fragmented and is information and labor intensive, will
be responsive to an exchange mechanism that addresses the
globalization of the industry and introduces efficiencies that
are essential in dealing with a perishable commodity.

Businessvillages.com Limited.

Businessvillages.com Limited is developing businessvillages.com,
an online trading environment to enable business professionals to
access high quality industry information and services in
community environments organized by area of interest.
Businessvillages.com  is expected to begin offering Web-based
services during the second quarter of Fiscal 2001.  Each village
within the businessvillages.com site will include the following
components: a search and selection capabilities for locating
vendors, current headlines, information on relevant products and
services, business news, recruitment and job opportunities,
information on trade shows, an online bookstore, education and
training, wireless subscriptions, online access to business
travel and exhibition events.  The Company believes that many
Internet users have an interest in focused content services that
eliminate the need to filter out large amounts of irrelevant
online information.  The Company believes that
businessvillages.com will generate revenue through a variety of
targeted advertising and subscription services.

The Rubber Exchange Inc.

The Rubber Exchange Inc. is developing the rubberexchange.com a
transaction platform for the purchase and sale of natural rubber
products.  Among other things, the exchange is intended to
facilitate contract hedging.  The exchange is expected to be
launched during the second quarter of Fiscal 2001.  A vertical
e-marketplace for synthetic rubber products is also planned.

The initial focus of therubberexchange.com will be on the
delivery contracts and hedging transactions used by 50 primary
market makers in order to address their requirements for
operational efficiencies and real-time pricing.  The Company's
research suggests that the exchange could have a high adoption
rate because of the absence of an alternative 24-hour trading
facility.  It is expected that therubberexchange.com will derive
revenue from membership fees and transaction fees on each
contract and hedging transaction executed through its facilities.

Mostra Limited

Mostra is an integrated, full service marketing agency that
develops strategic initiatives for businesses with marketing
plans that are not wholly dependent upon brand advertising.
Mostra has acquired expertise in Internet-based marketing as well
as offline customer acquisition and retention programs.  Mostra
is currently developing creative capabilities in the areas of
electronic and new media solutions and a strategic planning and
research function that will enable it to provide clients with
in-depth analysis of relevant business environments.  Services
provided by Mostra include above-the-line advertising (brand,
business-to-business and specialist advertising including
television, radio, posters and press), direct response
advertising, direct and relationship marketing and database
management, affinity marketing, sales promotion, and corporate
and brand identity design and development.

Transenact Ltd.

Transenact is a developer of intelligent exchange software that
facilitates matching of supply and demand specifications over the
Internet.  Its software permits partially defined, multivariable
orders to be submitted and identifies a set of responsive
sourcing options for the prospective purchaser.  This system
facilitates the streamlining and automation of complex
procurement processes and reduces the need for managerial
involvement in such processes, thereby reducing transaction
expenses and permitting management attention to be focused on
value-added procurement functions such as negotiating superior
pricing with preferred suppliers.  Transenact is developing a
global e-commerce network for the automation of business
transactions using its technology solution.

AKAS UK Ltd.

AKAS UK Ltd. was formed to commercialize the Advanced Knowledge
Acquisition System (AKAS), a suite of software tools created by
4th Wave Technologies (also a Ci4net partner company) for the
rapid development and deployment of form-driven database
applications.  These applications are delivered across intranets,
extranets and the Internet.  Unlike conventional Web-based
applications, AKAS eliminates the need for systems designers and
programmers to manually code data capture forms and the
underlying database, both of which are automatically created by
AKAS without any preparation or testing requirements. This
advanced method of data collection is designed for clients that
(i) have a need for rapid deployment of data-gathering
initiatives to a geographically dispersed set of users and (ii)
can benefit from the rapid validation and storage of the
information acquired through AKAS.  AKAS provides a secure
environment with multi-level membership controlled access and
update rights, and a complete audit trail for captured data that
provides provide proof of origination and change authorizations
at the individual field level.  Security measures that may be
implemented include complete SSL encrypted session support and
third party authenticated digital signature for individual users.

The AKAS system is stored on a server and stored data can be
manipulated and displayed in any form desired using standard
enterprise data management tools. This system is particularly
well suited to sectors where research is conducted over many
locations such as the pharmaceutical and chemical industries and
market, environmental and other research organizations.  The
system can also be applied to dispersed maintenance operations,
remote sales activities and other information management
requirements of multi-location businesses.

Chorus Inc.

Chorus is a Web-based consulting firm focusing on US
software and Internet companies that are seeking to establish
European operations. Increasingly, technology companies must
compete on a global basis, but their breadth of experience and
management expertise may not yet be optimally developed for
establishing a physical international presence.  Chorus bridges
this gap by assuming a portion of the early term risk in setting
up a European subsidiary by managing the subsidiary in
conjunction with the parent for a prescribed period (generally
ranging from two to three years).  Chorus has developed three
performance-related, turnkey programs to facilitate swift and
cost-effective entry into the European market.

Once a client business is sufficiently established in Europe,
management responsibility is returned to the parent.  Chorus is
compensated through sign-on fees, percentage-of-revenue fees
and/or equity interests in the client company.  Chorus believes
that equity interests in client companies may yield substantial
capital gains as the client companies develop.

CommercialPropertyUK.com Ltd.

CommercialPropertyUK.com, which is expected to launch its web
based service during the second quarter of Fiscal 2001, intends
to be the leading commercial property site in the United Kingdom.
The site will feature a database of all available commercial
properties throughout the United Kingdom.  In addition, the site
will contain information and advice relating to real property
topics such as legal, financial and insurance issues, sourcing of
equipment and furniture and hiring of contractors and other
suppliers.  Users will be able to locate and access the Web site
of each participating commercial real estate agent.

The Web site's content component will include a database of
advertisers in relevant areas, and CommercialPropertyUK expects
to generate a substantial portion of its revenues from
advertising.  Display advertising is expected to be sold on the
commercial property portion of the site and, to a lesser extent,
on each participating agent's linked site.  National advertising
will appear on all pages of the site and will feature a rotating
loop of banners.  Regional advertising will appear within the
regional search results and local advertisers will appear
on individual pages detailing local property.  Advertising on
individual agent pages may be local, regional or national in
character.

Users will be able to search for commercial properties anywhere
in the United Kingdom by inputting their criteria into a
site-specific search engine, which will produce a list of all
properties meeting such criteria from any estate agent registered
on the system.  Users will also be able to register their
property requirements and thereafter be notified of properties
meeting their requirements by e-mail.  This will enable direct
marketing activities such as the linking of special offers or
advertisements to e-mail messages.


Business Plan Exchange

Business Plan Exchange is being developed to present business
plans online to prospective private and institutional investors.
This service is expected to be launched during the second quarter
of Fiscal 2001.  The Company intends to charge entrepreneurs a
fixed fee to download their plan onto the exchange for a minimum
of two months and a success fee if financing is raised.
Subscribers will be presented with brief executive summaries
of business plans that match their profiled preferences and will
be able to upload complete business plans without charge.  A
pre-signed master confidentiality agreement executed by the
investor will automatically be referenced and become applicable
to a business plan when it is retrieved for viewing.  E-mail
advice will automatically be sent to entrepreneurs when their
files are being reviewed and investors will automatically be
advised when a business plan that matches their investment
preferences becomes available.

B2C Companies:

Trrravel.com Ltd

Trrravel.com is a consumer-oriented travel Web site that provides
branded products to the leisure and small business travel markets
in the United Kingdom.  Trrravel.com sells airline tickets and
vacation packages and publishes extensive travel-related content
that can be used by site visitors to research a destination or to
update their general knowledge of travel-related topics.
Trrravel.com's content includes an online magazine providing
information on destinations and resorts worldwide that is written
by one of the United Kingdom's most respected travel journalists.
The channelization of the Trrravel.com Web site permits sponsors
and merchants to execute targeted advertising and merchandising
strategies.

Features of the Trrravel.com Web site include travel assistance
tools (such as real-time access to schedule, pricing and
availability information for commercial airline travel, a mileage
calculator and a currency converter); chat rooms; vacation
picture galleries; hotel and car rental booking capabilities; and
an online brochure ordering service.  Trrravel.com intends to
introduce an auction facility during Fiscal 2001.  The
Trrravel.com Web site is a joint venture between Trravel.com Ltd
and Liesure Travel Group, an offline travel operator.

Media Ventures Limited

Media Ventures publishes Activelives.co, a portal for the
over-45 market.  There is currently no other Web site targeting
this market in the United Kingdom.  The Activelives.co Web site
includes chat-rooms, message boards, picture galleries,
newsletters and a variety of other features and content designed
to appeal to the "grey" market, such as content channels focusing
on health issues, investment advice and elder travel.
Activelives.co provides members with free email accounts,
personalized Web pages and calendar functions. Activelives.co
derives revenues principally from advertising and e-mail direct
marketing to its affluent, influential user base.

Media Ventures is an established direct marketing and publishing
company that includes among its clients the U.K. Post Office and
CGU, for which Media Ventures publishes and distributes
bi-monthly magazines read principally by the over-45 market.  The
Company anticipates that Media Ventures will make its publishing
expertise and associated database assets available to other
B2C partner companies.


Allcars.com Ltd

Allcars.com is a leading United Kingdom Web site for new and
pre-owned vehicle information and purchasing services.  The
Allcars.com site allows consumers to search for pre-owned or new
vehicles according to price, make, model, color, year and
location of the vehicle. Allcars.com locates and displays the
description, the location and an actual photograph of all
vehicles that satisfy a consumer's search parameters.  When
consumers indicate they are ready to buy, they can be connected
to Allcars.com's network of over 2,344 participating dealers in
the United Kingdom.

Allcars.com also offers consumers a range of automotive finance
and insurance options, and other services in conjunction with
strategic partners. For example, through Allcars.com, customers
can apply for and receive automobile financing from Bank of
Scotland, automotive insurance from AXA and extended warranty
service from AXA Direct. The site also features editorial content
by Parker's Guides and Car Magazine and up-to-date automotive
news supplied through EMAP.

By connecting dealers with a large number of purchase requests,
Allcars.com enables dealers to lower their marketing,
advertising, and personnel costs while enhancing sales
production.  Dealers  participating in Allcars.com receive
real-time purchase request information for new and pre-owned
vehicles and the ability to track customer requests and
purchases.  Allcars.com offers dealers an Allcars.com Internet
package, which includes a personal computer and accessories, to
facilitate uploading of dealer inventory onto the Allcars.com
site.  Dealers can also utilize an Allcars.com auction service to
liquidate excess inventory.  Allcars.com derives substantially
all of its revenue from fees paid by participating dealers.


Browsemiles.com Ltd

Browsemiles.com is developing an Internet search engine, expected
to be launched during the third quarter of Fiscal 2001, that will
award incentive credits in the form of digital "Browsemiles" to
consumers for time spent surfing the Internet using the search
engine.  These awarded Browsemiles will be redeemable for awards
such as vacation packages and consumer goods.  Revenues will be
generated from advertising, which will be displayed within a
frame that will surround the content being viewed by users as
long as they continue to browse using the search engine.
Browsemiles.com will integrate targeted email and Web-based
direct marketing capabilities with its online loyalty programs to
create valuable benefits for both consumer members and business
partners.  The Browsemiles.com program will provide an efficient
online customer acquisition and retention tool for Web publishers
that will produce measurable results and a defined return on
marketing dollars.  The Company believes that Browsemiles is
capable of becoming the most significant targeted e-mail and
Web-based direct marketing company in the United Kingdom.


Health421.com Limited

Health421.com is developing an integrated, Web-based solution
for the administrative, communications and information needs of
healthcare professionals and for the healthcare information needs
of consumers. Health421.com' objective is to become the Web's
premium brand for these healthcare-related services.
Health421.com's Web destination will consist of two linked Web
sites:  a subscription-based site for healthcare professionals
and a free health and wellness center site for consumers.
Health421.com expects to launch these sites during the third
quarter of Fiscal 2001.

Health421.com will offer health care professionals
administrative, communications and research functions
integrated into a Web-based solution.  Many healthcare
professionals are intensive users of administrative,
communications and information services, transcription services,
after-hours answering services, paging, voice mail
and medical reference services that are provided by multiple
vendors.  The lack of integration results in users having
to become familiar with multiple devices and separate invoices,
which is time-consuming and distracts users from their
professional activities.  By integrating these services,
Health421 will provide a significant opportunity for healthcare
professionals to use the Internet to increase practice
efficiency, achieve measurable cost savings and improve the
quality of patient care.

For consumers, Health421.com will provide a single point of
access to health and wellness content.  Health421.com will be
capable of delivering personalized content and e-mail updates
based on a consumer's medical profile and will be able to search
and retrieve member-specific healthcare information from the Web.
Health421.com will also provide consumers with access to
content-specific online communities that will allow consumers to
participate in real-time discussions and support networks via the
Web.

Etailor Ltd.

Etailor Ltd is developing suitscape.com as a Web site offering
online custom tailoring to the United Kingdom market.
Suitscape.com is expected to be launched during the second
quarter of Fiscal 2000.  Through this Web site, consumers will be
able to order high quality, custom-made garments at low cost,
with rapid delivery guaranteed.

Suitscape.com will use body measurement software to obtain
customer information  needed for fitting and tailoring.  Orders
will be executed using tailoring services in areas such as
Singapore and Hong Kong, where relatively low labor costs
prevail.  These tailors will carry cloth that can be selected
from the Suitscape.com online catalogue so that custom
clothes can be made to order and delivered by mail within ten
days.  Customers will have the opportunity to choose from classic
styles as well as those reflecting modern fashion.  The clothes
will carry the Suitscape.com brand label, and will be delivered
first to a Suitscape.com depot in Singapore or Hong Kong where
they will be inspected and packed into Suitscape.com's own design
boxes for mailing directly to the customer.

Suitscape.com is expected to appeal mainly to young male
executives who have not, because of the high prices and long
delivery time, previously had custom tailored clothes.  The
Suitscape.com brand name, representing custom tailoring, fast
service and low cost, will apply to both the male and female
markets.  Initially, Suitscape.com will be marketed in selected
young male magazines as well as in financial journals and
magazines.  Similar small ads in magazines such as Country Life
will promote the low prices available from Suitscape.com. There
are only four sites in the world currently offering online
tailoring all of which sites offer premium priced outfits.


PropertyWorldUK Ltd.

PropertyWorldUK is one of the leading residential property sites
in the United Kingdom. The site contains a searchable database of
all available residential properties throughout the United
Kingdom. Users are also able to register property requirements
with the site and receive e-mail notifications when properties
meeting their requirements come on the market.  In addition, the
site contains information and advice relating to real property
topics such as legal, financial and insurance issues, sourcing of
equipment and furniture and hiring of contractors and other
suppliers.  Finally, the site is linked to the Web site of each
participating real estate agent.  PropertyWorldUK commenced
online operations in 1997 and receives over 1.5 million unique
visitors each month.  Participating real estate agencies receive
as many as 5,000 unique visitors to their Web sites each month
that are attributable to PropertyWorldUK.

PropertyWorldUK also provides a cost-effective Internet marketing
mechanism for real estate agencies.  For a low monthly
subscription fee, PropertyWorldUK designs and maintains the
agent's site.  PropertyWorldUK typically designs Web sites which
feature property displays such as color photographs and site
location maps.  PropertyWorldUK-registered agents can receive
their own independent Web site with personal email or a managed
site.  Managed sites are updated daily with customer information
or amendments sent by fax or e-mail and do not require the agent
to purchase any software.

Lifetime Memorials Inc.

Lifetime Memorials is developing Lifetimememorials.com, a Web
site expected to be launched during the third quarter of Fiscal
2001, that will provide an on-line memorial service for family
and friends to pay tribute to and share their reflections about
their deceased loved ones.  Services provided through
lifetimememorial.com will include an on-site Internet kiosk for
funeral attendees and permanent access to an on-line memorial
site.  The Internet kiosk will be used at the funeral service to
display a picture of the deceased with an accompanying tribute.
Attendees will use the kiosk to electronically sign a guest book
and enter their e-mail addresses via the touch screen pad.
Lifetimememorials.com will provide a thank you message for
attending the service along an explanation of the site, charity
information, online donation ability, anniversary e-mail and
information about gifts and flowers that can be purchased online.

Lifetimememorials.com will be a fee-based service.  The site will
not permit commercial advertising or marketing.

Kids Events Ltd.

Kids Events is developing kids-events.com a children's portal
that is expected to launch during the second quarter of Fiscal
2001.  The site will offer resources for parents and teachers to
source events and activities that are suitable for children,
including festivals, theatre, music, sports, games, movies,
historic sites, nature parks, art shows, pet shows, aquariums,
museums, boating, riding, and a myriad of general leisure and
hobby activities taking place in the United Kingdom.
Kids-events.com will be child compatible and will maintain
careful guidelines restricting content appearing within the site.
The site will offer approved links, easy to follow directions and
specific types of categories, entertainment, and attractions
geared for the kids events target market.


PCC Care Card BV

PCC Care Card operates Personal Care Card, a loyalty card
program based in the Netherlands that rewards online and offline
consumers for shopping.  The cards are targeted to specific
demographic groups and entitle their holders to an extensive
range of benefits, including discounts on items such as travel,
mortgages, insurance and healthcare, that are conferred at the
point of sale.  PCC Care Card's strategy is to target
organizational users such as youth groups, elder groups,
corporations, employee benefit plans and unions.  This approach
permits PCC Care Card to effectively achieve collective buying
power, the benefits of which are passed on to cardholders.  PCC
Care Card is able to compile valuable purchasing and trading data
through this program.  PCC Care Card generates revenues
principally through membership fees charged to cardholders.

Femailnet.com Ltd.

Femailnet.com is developing  a portal for women aged 25 through
65 that is expected to launch during the fourth quarter of Fiscal
2001.  Femailnet.com will aggregate a network of shopping sites
in 14 content specific channels and a shopping area.  The
channels will cover topics of interest to women, such as family,
health, money, food, computers, relationships, shopping, travel,
pets and astrology. Femailnet.com will facilitate network use
across channels by providing common features, positioning and
functionality within each channel and across the network.


Aircharter Exchange.com Limited

Aircharter Exchange.com is developing a Web site to facilitate
the brokerage of air charter services over the Internet.  The
site, which is expected to be launched during the second quarter
of Fiscal 2001, will enable sellers of charter services to upload
fleet data into the site's database and to register specific
charter opportunities.  Potential buyers will be able to access
the data to match their own requirements and numbers of seats.
Buyers will also be able to generate bid requests online by
posting their pricing and other requirements.  The site will
display news stories that are relevant to the air charter
industry.  Revenues are expected to be generated from membership
subscriptions, advertising, sponsorship arrangements and
commissions on sales.

Incubator:

ismartlab Ltd.

ismartlab is an incubator that is being internally developed for
Internet and Internet-associated companies established in or
servicing primarily the United Kingdom. ismartlab's mission is to
develop individual ideas into highly focused successful Internet
businesses by providing the infrastructure and resources required
to permit entrepreneurial companies to execute their business
plans.  ismartlab will seek to develop the companies it invests
in to the point at which they can realize liquidity for investors
through a public offering or disposition in a relatively short
time period.  ismartlab will use its resources to actively
develop the business strategies, operations and management teams
of its incubated companies.  These resources may include any
combination of

       *  the experience, industry relationships and specific
          expertise of its and Ci4net.com's management team,
          Ci4net's other partner companies; management teams and
          Ci4net's global advisory boards;
       *  the financial resources needed to rapidly introduce
          innovative products and services;
       *  office space and accompanying network infrastructure;
       *  technology consulting and services;
       *  graphic design, marketing, market research and advice
          on corporate and product branding;
       *  legal and accounting services; and
       *  business development support and services.

ismartlab believes that companies trying to compete successfully
in the Internet marketplace, which often requires rapid
development of products and infrastructure, will be receptive to
the services, support and management sophistication that
ismartlab can offer.  ismartlab will permit its incubated
companies to combine the elements of a streamlined, focused,
early-stage company with the financial strength and resources of
a much larger organization through its ownership by Ci4net.

Sales and Marketing

The Company maintains a centralized marketing department to
support the products and services of its partner companies.  The
marketing department seeks to develop and differentiate each
partner company's brands so that such partner company will
succeed in retaining users of the products and services it
provides.  The Company markets its products and services through
a broad array of programs and strategies, including online and
offline advertising campaigns in a variety of media (including
broadcast radio and print publications), direct mail, magazine
inserts and co-branding and co-marketing arrangements.  Members
of the marketing department attend and exhibit at numerous
Internet and IT-oriented trade shows and conferences.

Ci4net's marketing department benefits its partner companies by
reducing their overhead costs and permitting them to focus on
performance goals and targets.  The Company's marketing
department is able to reduce overall marketing and advertising
expense because of the increased negotiating it can achieve in
negotiating for such services on a bulk basis.  In addition,
each partner company maintains its own sales and marketing
department focused on strategies particular to its geographic
market.

Competition

The Company faces competition from similar Internet holding
companies (including publicly traded Internet companies such as
CMGI Inc. and Internet Capital Group Inc.), venture capital
companies and corporations in the information technology,
Internet and telecommunications industries.  Many of these
competitors have greater financial resources and brand name
recognition than the Company.  In addition, the Company may
compete with its partner companies, and the Company's partner
companies may compete with each other, for Internet-related
opportunities.  The Company does not have any contracts or other
understandings with any of its partner companies that would
govern the resolution of these potential conflicts.  Such
competition may deter companies from affiliating with the Company
and may limit the Company's business opportunities.  If the
Company cannot acquire interests in attractive companies, its
strategy to build a collaborative network of partner companies
may not succeed.

The market for Internet products and services is highly
competitive.  Moreover, the market for Internet products and
services lacks significant barriers to entry, enabling new
businesses to enter this market relatively easily.  Competition
in the market for Internet products and services may intensify in
the future.  Numerous well-established companies and smaller
entrepreneurial companies are focusing significant resources on
developing and marketing products and services that will compete
with the Company and its partner companies' products and
services.  In addition, many of our partner companies' current
and potential competitors have greater financial, technical,
operational and marketing resources than our partner companies.
The Company's partner companies may not be able to compete
successfully against these competitors in selling their goods and
services.  Competitive pressures may also force prices for
Internet goods and services down and such price reductions may
reduce the Company's revenues and adversely affect the Company's
results of operations and financial condition.

Government Regulations

We are subject to laws and regulations applicable to businesses
generally in the countries in which we operate.  Currently, there
are relatively few laws and regulations directly applicable to
access to and commerce on the Internet.  However, due to the
increasing popularity and use of the Internet, it is possible
that a number of laws or regulations may be adopted, or that
existing laws and regulations may be applied differently, with
respect to the Internet, including laws and regulations covering
issues such as user privacy, pricing and characteristics and
quality of products and services.  For example, the European
Union has adopted a Directive on Privacy which became effective
on October 24, 1998.  The Directive establishes minimum standards
for the collection and use of personal identifying information in
the European Union and prohibits the transfer of this information
to countries whose privacy standards are deemed inadequate.  Any
such laws and regulations could hinder growth in use of the
Internet generally, and decrease the acceptance of the Internet
as communications and commercial medium and could thereby have a
material adverse effect on our business, results of operations
and financial condition.

In addition, several telecommunications carriers have sought to
have telecommunications over the Internet regulated by agencies
such as the Federal Communications Commission in the United
States in the same manner as other telecommunications services.
The cost of communicating on the Internet could increase
substantially as a result of any such regulation in the United
States, the United Kingdom or elsewhere, potentially slowing
growth in the use of the Internet.

We may be subject to various government laws and regulations, in
the United Kingdom and elsewhere, that regulate advertising in
media, which may include the Internet.  Those laws and
regulations typically require advertisers and advertising
agencies to have substantiation for advertising claims before
disseminating advertisements.  Such laws and regulations can
prohibit the dissemination of false, deceptive, misleading or
unfair advertising, and may grant certain governmental agencies
enforcement powers to impose and seek civil penalties,
consumer redress, injunctive relief and/or other remedies.

Intellectual Property and Proprietary Rights

The Company does not own any intellectual property directly other
than the rights relating to its name and trademark and its Web
site address.  The Company controls through its partner companies
a variety of patents, copyrights and trademarks and applications
relating thereto.  The Company relies upon a combination of
patent, trade secret, copyright and trademark laws to protect its
intellectual property.  It has entered into confidentiality
agreements with its management and key employees with respect to
this software, and limits access to, and distribution of this,
and other proprietary information.  However, the steps the
Company takes to protect its intellectual property may not be
adequate to deter misappropriation of the Company's proprietary
information.  In addition, the Company may be unable to detect
unauthorized uses of and take appropriate steps to enforce its
intellectual property rights.

Although senior management believes that the Company's services
and products do not infringe on the intellectual property rights
of others, the Company is subject to the risk that such a claim
may be asserted in the future.

Employees

As of January 31, 2000, the Company employed a total of 168
persons on a full-time basis.  None of the Company's employees
are represented by a labor union.  The Company believes that its
relations with its employees are good.


ITEM 2.  PROPERTIES

The location and general character of the Company's principal
properties as of January 31, 2000 are as follows:

The Company leases approximately 3,000 square feet of space at
32 Haymarket, London, SW1Y 4TP, UK, where its marketing,
financial, technology, B2B, B2C and incubator divisions are
located.  We have a 12-year lease expiring in April 2012. Our
subsidiary companies use this space for conducting some of their
operations on an as needed basis.

The Company leases approximately 1,000 square feet of office,
administrative, sales and marketing, operations and data center
space at One Rockefeller Plaza, Suite 1600, New York, NY 10020 on
a month-to-month basis.

In addition, our partner companies generally have independent
leased operating locations.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any material litigation.


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On January 5, 2000, at 10:00 A.M. local time, at One Rockefeller
Plaza, Suite 1600, New York, New York 10020, the Company held a
Special Meeting of Stockholders.  At the meeting the following
matter was approved:

     An amendment to the Company's Certificate of Incorporation
providing for an increase in the number of authorized capital
stock to a total of 120,000,000 shares to be comprised of
100,000,000 shares of common stock and 20,000,000 shares of
preferred stock and to provide for blank check preferred stock.
20,100,000 shares of common stock voted for such amendment; no
shares of common stock voted against such amendment; and
5,385,513 shares of common stock abstained from the vote.


                                        PART II

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

(a)    The Company's common stock is traded on the OTC Bulletin
Board under the symbol "CIFN.OB."  Our common stock began trading
on December 20, 1999 at $5.75 per share.  The price range per
share reflected in the table below is the highest and lowest
closing sale price for the Company's stock as reported by the
OTC Bulletin Board during each quarter its common stock has been
publicly traded.

                Quarter Ended January 31, 2000
Price Range Per Share:
Low                                             $21
High                                            $40

As of May 1, 2000, the last reported sale price for the common
stock on the OTC Bulletin Board was $38.

(b)  On May 1, 2000, there were 335 holders of record of the
common stock.

(c)  The Company has never declared or paid cash dividends on its
common stock.  The Company currently intends to retain earnings,
if any, to support its growth strategy and does not anticipate
paying cash dividends in the foreseeable future.  Payment of
future dividends, if any, will be at the discretion of the
Company's Board of Directors after taking into account various
factors, including the Company's financial condition, operating
results, current and anticipated cash needs and plans for
expansion.

(d) On December 20, 1999 the Company issued  (i) 20,500,000
shares of common stock to the former stockholders of Old Ci4net,
(ii) 1,200,000 shares of common stock to the former shareholders
of Media Ventures and (iii) 1,166,667 shares of common stock to
the former shareholders of Planet Edge.  On December 21, 1999 the
Company issued 2,238,400 shares of common stock to the former
stockholders of MSK Industries.

The issuances of securities in the transactions described above
were deemed to be exempt from registration
under the Securities Act in reliance upon Section 4(2) of the
Securities Act as transactions by an issuer not
involving any public offering.


<PAGE>
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data are derived from our
financial statements for our fiscal years ended January 31, 1998,
1999 and 2000 that have been audited by Ernst and Young LLP,
independent public accountants, and are included elsewhere in
this report.

                             (In thousands, except per share data)
                                   Ci4net.com                Planet Edge
                                                       Years Ended  Period Ended
                         Years Ended January 31,       January 31   December 6,
                       1998      1999      2000        1998    1999      1999

Consolidated Statement
of Operations Data:

Revenues            $ 4,873      $10,617   $4,409   $   47     $511    $1,002

Costs of revenues     5,527       10,400    5,400        -       -        -

Gross profit (loss)    (654)         217     (991)      47      511     1,002

Operating expenses:

Sales and marketing     219          260    1,285       54      252     1,095

Research and
development              -           -      8,671       -        -       -

General and
administrative        1,555        2,283    5,994       -        -       -

Depreciation
and amortization          2           16    5,322       -        -       -

Total operating
expenses              1,776        2,559   21,274      54       252     1,095

Income/Loss
from operations      (2,430)      (2,343) (22,265)     (7)      259      (93)

Other expense          (287)        (647)    (553)      -        -         -

Loss before
income taxes         (2,717)      (2,990) (22,818)     (7)      259      (93)

Provision for
income taxes             12            -       16       -        -        -

Net loss            ($2,706)     ($2,990)($22,834)    ($7)     $259     ($93)
Basic and diluted
net loss per share $  (3.69)      ($4.31)  ($6.86)

Shares used to compute
basic and diluted net
loss per share       33,333      694,242 $3,329,062


                              Ci4net.com                       Planet Edge
                            (in thousands)                   (In thousands)
                                                            As of       As of
                           As of January 31,            January31,   December 6
                          1998         1999       2000       1998       1999

Consolidated Balance Sheet Data:

Cash and cash
equivalents             $     93     $    -     $   254     $   -    $   32

Total assets               4,361      3,214      96,971       423       797

Total stockholders'
 equity                   (4,166)    (7,075)     65,601       263       162



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


The discussion in this report contains forward-looking statements
that involve risks and uncertainties. The Company's actual
results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below in
"Factors that May Affect Future Results".

Overview

Ci4net. is an economic network, or Econet, with equity interests
in 39 Internet-related partner companies. We have a
50%-or-greater interest in 34 of these companies and hold
minority interests in the remainder.  Our partner companies
include eight Internet infrastructure companies, 18
business-to-business ("B2B") e-commerce companies, twelve
business-to-consumer ("B2C") e-commerce companies and one
incubator company.  In addition, Ci4net has executed non-binding
letters of intent for the acquisition of three Internet
infrastructure companies, six B2B companies and three European
incubator companies.  Thirty two of our partner companies service
the United Kingdom market. The geographic focuses of our
remaining partner companies include Italy, the Netherlands,
Europe as a whole, Australia and the United States. The company
actively promotes collaboration among its majority- and
minority-owned partners.

On December 20, 1999, the Company, which had not previously
conducted any operating activities, acquired Old Ci4net in a
reverse merger transaction that conferred control of the Company
on the former shareholders of Old Ci4net.  Prior to the Company's
acquisition of Old Ci4net, Old Ci4net had completed the
acquisition of 100% of 3W, Ci4net Limited and Planet Edge and 61%
of I-Global, and Ci4net Limited had completed the acquisition of
Media Ventures.  Prior to their respective acquisitions by the
Company, 3W, Ci4net Limited and I-Global had insignificant net
assets, and we regard Planet Edge as our accounting predecessor.
The consideration for the outstanding capital stock of 3W, Ci4net
Limited, Planet Edge and Media Ventures consisted of shares of
the Company's common stock that were issued to the former
stockholders of those entities upon consummation of the Company's
acquisition of Old Ci4net.  The Company's financial results for
Fiscal 2000 include the results of operations of 3W, Ci4net
Limited, Planet Edge and I-Global only from the date of the
acquisition of Old Ci4net by the Company.  As a consequence of
Media Ventures' prior affiliation with Kevin Leech, who became
Chairman of the Company upon completion of the Company's
acquisition of Old Ci4net, the Company's acquisition of Media
Ventures has been accounted for in a manner similar to a pooling
of interests, and the Company's financial results for Fiscal 2000
therefore include the results of operations of Media Ventures for
a ten-month period.  The Company's financial results for Fiscal
2000 should not regarded as indicative of the combined full-year
results of the entities that were acquired by the Company during
Fiscal 2000.  Subsequent to Fiscal 2000, the Company has
completed nine acquisitions and three minority investments,
closed a private equity placement in which in excess of $65
million in gross proceeds were received and executed letters of
intent to acquire 12 additional companies.

The acquisitions completed subsequent to January 31, 2000 are as
follows:

On February 23, 2000, Trrravel.com, an indirect majority-owned
subsidiary of Ci4net, acquired Independent Aviation Group
("IAG").  The consideration for the acquisition consisted of an
option for the purchase of shares of Trrravel.com in the event
that Trrravel.com completes a public offering.

On March 1, 2000, Ci4net acquired Systeam SpA, one of Italy's
leading e-systems integrators.  The purchase price consisted of
$8.4 million in case and 630,844 shares of the Company's common
stock.  The Company is also providing a loan facility to Systeam
S.p.A. of up to $500,000 that will be required to be repaid upon
the occurrence of a liquidity event.

On March 7, 2000, Ci4net acquired a majority interest in 4thWave
Technologies Ltd., a provider of local ISP services in
consideration for providing a loan facility to 4thWave
Technologies Ltd. of up to $2,400,000, which will be required to
be repaid upon the occurrence of a liquidity event.

On March 22, 2000, Ci4net acquired a 51% equity stake in Mostra,
a privately held London-bases consulting firm that has expertise
in online and offline customer acquisition and retention
strategies.  The purchase price consisted of 86,244 shares the
Company's common stock.  The Company is also providing a loan
facility to Mostra of up to $400,000, which will be required to
be repaid in full upon the occurrence of a liquidity event.

On March 22, 2000, Ci4net acquired a 50% equity stake in Chorus
Group International.  The consideration for the acquisition
consisted of the provision by the Company to Chorus Group
International of a loan facility of up to $5,500,000, which will
be required to be repaid upon the occurrence of a liquidity
event.   Chorus, a privately held, London-based firm, has
established itself as one of Europe's leading international
business development specialists and has expertise in assisting
high-growth United States-based technology companies set-up
European business operations.

On March 22, 2000, Ci4net acquired a 25% equity interest in
Enteraction TV, a privately held, United Kingdom-based developer
of broadband and interactive TV applications for $800,000.

On March 24, 2000, Ci4net acquired 50% of Business Villages Ltd,
which is developing a series of community sites targeted at
professional communities.  The purchase price consisted of 20,000
shares of the Company's common stock.  The Company is also
providing a loan facility to BusinessVillages Ltd of up to
$4,800,000, which will be required to be repaid in full upon the
occurrence of a liquidity event.

On March 24, 2000, Ci4net acquired 70% of ICM Resources Limited,
which operates Eazyprint.com, Europe's first online print shop.
The consideration for the acquisition was the provision by
Company to ICM Resources Limited of a loan facility of up to
$2,208,000, which will be required to be repaid in full upon the
occurrence of a liquidity event.

On March 24, 2000, Ci4net acquired approximately 2% of the equity
interests in Perform.com, an I-ASP, for $500,000.  Perform.com
has developed a suite of Internet-based tools to facilitate the
effective management of people, projects, goals, communications,
training and development.

On April 1, 2000, Ci4net acquired approximately 5% of Kismet
International NV, a leading developer of online gaming systems,
for $1 million.

On April 4, 2000, Easy2ship, a majority owned subsidiary of
Ci4net, acquired E-Bidding.com Inc., a privately held, United
States-based freight and e-commerce company the assets of which
included an end-to-end transaction engine for connecting carriers
and shippers.  The purchase price consisted of 7,576 shares of
the Company's common stock.

On May 1, 2000, Ci4net acquired a 51% equity stake in Citee for
620,000 shares of the Company's common stock.  Citee is a leading
systems integrator in the Netherlands employing 275 technically
trained specialists.  Pursuant to the terms of the acquisition,
Ci4net will name a director to Citee's supervisory board.  The
Company has also supplied a loan facility to Citee of up to
$1,847,075, which will be required to be paid in full upon the
occurrence of a liquidity event.

Effect of Various Accounting Methods on Our Results of Operations

The Company's ownership interests in its partner companies are
accounted for under one of three methods: the consolidation
method, the equity method or the cost method.  The applicable
accounting method is generally determined based on our voting
interest in the partner company.

Consolidation Method.  Partner companies in which we directly or
indirectly own more than 50% of the outstanding voting securities
are generally accounted for under the consolidation method of
accounting.  Under this method, a partner company's results of
operations are reflected within our Consolidated Statements of
Operations from the date of acquisition.

During Fiscal 2000 the following acquisitions were made by Old
Ci4net and were accounted for by Old Ci4net using the purchase
method of accounting:

3W, acquired on October 1, 1999, which is wholly owned by the
Company and holds the following percentage interests in partner
companies:

Allcars.com                    75%
Health421.com                 100%
Commercial Property UK Ltd.   100%

MSK Industries, acquired on December 21, 1999, which is
wholly-owned by the Company and holds the following interests in
partner companies:

Trrravel.com Ltd              51%
Browsemiles Ltd               100%

Ci4net.com Limited, acquired on October 1, 1999, which is wholly
owned by the Company and holds the following interests in partner
companies:

Planet Edge Australia Pty Ltd 55%
which holds a 100% interest in Global Freeway Pty Ltd
Tempz.com Ltd                 50%
Property World UK Ltd         70%
Etailor Ltd                   50%
Kids Events Ltd               50%
Femailnet.com Ltd            100%

I-Global.com Inc, acquired on December 12, 1999, which is
61%-owned by the Company and holds the following interests in
partner companies:

          Easy2Ship.com Inc.            100%
          FishExchange Inc.             100%
          The Rubber Exchange Inc.      100%
          Business Plan Exchange Inc.   100%
          Lifetime Memorials Inc.       100%

Planet Edge Ltd, which is wholly-owned by the Company.

During Fiscal 2000, Old Ci4net acquired 100% of the equity
interests in Media Ventures, which was controlled by Kevin Leech,
the Company's Chairman, at the time of the acquisition and has
been accounted for in a manner similar to pooling of interests.

Many of our consolidation method partner companies are in an
early stage of development and have not generated significant
revenues. In addition, many consolidation method partner
companies incurred substantial losses during Fiscal 2000 and are
expected to continue to incur substantial losses for the
foreseeable future.

Equity Method.  Partner companies whose results we do not
consolidate, but over whom we exercise significant influence,
will generally be accounted for under the equity method of
accounting. Whether or not we exercise significant influence with
respect to a partner company depends on an evaluation of several
factors including, among others, representation on the partner
company's board of directors and ownership level, which is
generally a 20% to 50% interest in the voting securities of the
partner company, including voting rights associated with our
holdings in common, preferred and other convertible instruments
in the partner company.  Under the equity method of accounting, a
partner company's results of operations are not reflected within
our Consolidated Statements of Operations; however, our share of
the earnings or losses of a partner company accounted for under
the equity method would be reflected separately in our
Consolidated Statements of Operations.  There were no partner
companies acquired during Fiscal 2000 which required the use of
the equity method.

Cost Method.  Companies in which we have minority investments
that are not accounted for under either the consolidation or the
equity method of accounting are accounted for under the cost
method of accounting. Under this method, our share of the
earnings or losses of these companies is not included in our
Consolidated Statements of Operations.  There were no partner
companies acquired during Fiscal 2000 which required the use of
the cost method.

     The presentation and content of our consolidated financial
statements is largely a function of the presentation and content
of the financial statements of our partner companies.  To the
extent our partner companies change the presentation or content
of their financial statements, as may be required upon review by
the Securities and Exchange Commission or changes in accounting
literature, the presentation and content of our financial
statements may also change.  All of the partner companies'
financial statements have been prepared in accordance with United
States generally accepted accounting principles and applicable
SEC rules and regulations and have been consolidated into the
main Ci4net financial statements.  The consolidated financial
statements for our fiscal year ended January 31, 2000 include
only 40 days of operations of Ci4net and its subsidiaries, except
for Media Ventures, whose results are included for ten months
because its acquisition byCi4net Limited, an entity under common
control with Media Ventures, has been accounted for in a manner
similar to a pooling of interests.  Our results for the fiscal
years ended January 31, 1999 and 1998 also include the results of
Media Ventures.  In accordance with United States generally
accepted accounting principles and applicable SEC rules and
regulations, we have also included Planet Edge's balance sheets
for the years ended January 31, 1999 and 1998 and the related
statements of operations, stockholders equity and cash flow for
such years and for the period ended December 6, 1999.  Planet
Edge's financial statements have been included as a predecessor
because they represent the latest audited accounts of a material
company that forms part of the Ci4net consolidated group as at
January 31, 2000.

Results of Operations

Prior to December 10, 1999, the Company was a development stage
company and did not have any significant revenues. During Fiscal
2000, the Company completed the acquisition of Old Ci4net, MSK
Industries, Media Ventures, Planet Edge and I-Global. The results
of Fiscal 2000 are derived from the businesses acquired by the
Company pursuant to these transactions.

The following table presents certain consolidated statement of
operations data for the fiscal years indicated as a percentage of
consolidated revenues:



Fiscal year ended January 31, 2000 compared to fiscal year ended
January 31, 1999

Revenues

Publishing revenues

Publishing revenues consist of revenues from the sale of
publications and titles by Media Ventures.

Publishing revenues were $4,174,775 for Fiscal 2000 compared with
$10,616,538 for the fiscal year ended January 31, 1999.  The
increase in publishing revenues was due principally to increased
revenues earned by Media Ventures from certain non-recurring
sales of magazine titles, offset by the inclusion of only 10
months of operating results of Media Ventures during Fiscal 2000
as compared to 12 months in Fiscal 1999.

Contract revenues and other

Contract revenues consist of revenues from the provision of Web
site design services and hosting arrangements.  Revenues from Web
site design services are recognized upon the completion of each
contract.  Revenues from the provision of hosting facilities are
recognized ratably over the term of the contract.

Contract revenues were $234,318 for the fiscal year ended January
31, 2000 and were attributable to the operations of Planet Edge
for the period from its acquisition by Old Ci4net on December 6,
1999 to January 31, 2000.  No contract revenue was earned in
Fiscal 1999.

Cost of Revenues

Publishing costs

Publishing costs were $5,400,141 for Fiscal 2000 compared with
$10,400,130 for Fiscal 1999.  The decrease in publishing costs
reflects the corresponding decrease in publishing revenues
attributable to the operations of Media Ventures and the effect
of including in our results for Fiscal 2000 only 10 months of
results for Media Ventures as compared with 12 months for Fiscal
1999.

Cost of contract revenues and other

There were no material contract revenue costs incurred during
Fiscal 2000 or Fiscal 1999.

Operating Expenses

Sales and marketing expenses

Sales and marketing expenses were $1,284,873 for Fiscal 2000
compared with $260,055 for Fiscal 1999.  The increase was
attributable principally to a national media advertising campaign
that was undertaken by the Company following its acquisition of
Old Ci4net in December 1999 and a marketing campaign that was
commenced in January 2000 for Trrravel.com, one of the Company's
B2C partner companies.

Research and development expenses

Research and development expenses were $8,671,815 for Fiscal
2000.  Research and development expenses consist of Web site
development costs for partner companies.  No research and
development expenses were incurred during Fiscal 1999.

General and administrative expenses

General and administrative expenses were $5,994,010 for Fiscal
2000 compared with $2,282,582 for Fiscal 1999. The increase was
attributable to increased development costs incurred by the
Company since December 1999, particularly for early-phase
development costs relating to the establishment of Global
Freeway's ISP service and legal and compliance expenses.

Depreciation and amortization expenses

Depreciation and amortization expenses were $5,322,879 for Fiscal
2000 compared with $16,428 for Fiscal 1999.   The increase was
principally attributable to a $5,101,416 charge recorded for
Fiscal 2000 for amortization of goodwill arising from recent
acquisitions.

Interest and other income/expense

Interest expense was $553,416 for Fiscal 2000 compared with
$647,464 for Fiscal 1999.

Net loss

Net loss was $22,833,559 for Fiscal 2000 compared with a net loss
of $2,990,121 for Fiscal 1999.  The increase in net loss was
attributable primarily to research and development expense and
goodwill amortization incurred as a consequence of the Company's
accelerated expansion program during the latter part of Fiscal
2000.

Fiscal year ended January 31, 1999 compared to fiscal year ended
January 31, 1998

Revenues

Publishing revenues

Publishing revenues were $10,616,538 for Fiscal 1999 compared
with $4,872,643 for the fiscal year ended December 31, 1998
("Fiscal 1998").  The increase in publishing revenues was due
principally to increased revenues earned by Media Ventures from
the sale of certain magazine titles. There were no titles sold in
Fiscal 1998.

Cost of Revenues

Cost of revenues for Fiscal 1999 and 1998 consisted solely of
cost of publishing revenues since no contract revenues were
realized during those fiscal years.  Publishing costs were
$10,400,130 for Fiscal 1999 compared with $5,527,150 for Fiscal
1998.  The significant increase for Fiscal 1999 was principally
due to increased costs associated with increasing revenues earned
by Media Ventures from the non-recurring sale of certain magazine
titles.

Operating Expenses

Sales and marketing expenses

Sales and marketing expenses were $260,055 for Fiscal 1999
compared with $219,240 for Fiscal 1998.

General and administration expenses

General and administration expenses were $2,282,582 for Fiscal
1999 compared with $1,554,856 for Fiscal 1998.  The increase
resulted from continued growth in the core operating activities
of Media Ventures.

Depreciation and amortization expenses

Depreciation and amortization expenses were $16,428 for Fiscal
1999 compared with $2,179 for Fiscal 1998.  The increase arose
from a charge on additional equipment purchased during Fiscal
1999.

Interest and other income/expense

Interest expense was $647,464 for Fiscal 1999 compared with
$287,016 for Fiscal 1998.  The increase in interest expense
resulted from increased short-term borrowings in Media Ventures.

Liquidity and Capital Resources

The Company's working capital deficit at January 31, 2000 was
approximately $27 million.  The Company's principal sources of
cash during Fiscal 2000 were short-term loans of approximately $6
million (of which approximately $5 million was loaned to the
Company by Gala Consultancy Limited and POL Capital Limited, each
of which are affiliated with Kevin Leech) and short-term bank
borrowings totaling approximately $3 million.  The Company's
principal uses of cash during Fiscal 2000 were for the funding of
operating activities of its partner companies and investment in
property and equipment of approximately $3 million relating to
the establishment of a technology infrastructure for the launch
of Global Freeway's ISP service.

On February 18, 2000, Ci4net.sold 6.6 million shares of its 8%
Series A Preferred Stock in a transaction exempt from
registration pursuant to Regulation D under the Securities Act of
1933, as amended, and received net proceeds of approximately $63
million.  Existing cash and cash equivalents, proceeds from sales
of all or a portion of our investments in our partner companies
and other internal sources of cash flow are expected to be
sufficient to fund our cash requirements during the next 12
months.  We will continue to evaluate acquisition opportunities
and expect to complete additional acquisitions and investments
during the next 12 months, which may make it necessary for us to
raise additional funds.  If additional funds are raised through
the issuance of equity securities, our existing security holders
may experience substantial dilution.  We may seek to obtain bank
financing or other sources of credit for purposes of funding
future operations, although there can be no assurance that such
funds will be available on acceptable terms.

Net cash used by operating activities was approximately $5.6
million during Fiscal 2000.  The adjusted net loss of $17.6
million was partly financed by an increase in accounts payable
and accrued expenses.

Net cash used in investing activities was approximately $2.7
million during Fiscal 2000.  These amounts were used primarily
for investment in property and equipment relating to the
establishment of a technology infrastructure for the launch of
Global Freeway's ISP service.

Net cash provided by financing activities was approximately $8.8
million, the principal components of which were related party
loans and long-term bank borrowings.

Reportable Business Segments

Our reportable segments determined in accordance with Statement
of Financial Accounting Standards No. 131 are B2B operations, B2C
operations, Internet infrastructure operations and general Ci4net
operations.  A fifth segment, incubator operations, is likely to
emerge for reporting purposes in the future.  B2B, B2C and
Internet infrastructure operations include the effect of
consolidating from their dates of acquisition and recording our
share of earnings or losses of partner companies accounted for
under the consolidation method of accounting.  Because the
aggregation of our partner companies and the initiation of
coordinated operations among a large number of previously
unrelated entities occurred only recently, we do not believe that
a detailed discussion of business segment results is pertinent to
an understanding of our current business.

The Company's infrastructure partner companies derive revenues
principally from programming, consulting and maintenance. The
Company's infrastructure partner companies also derive revenue
from hosting, data management services, provision of Internet
data center sites, network services, managed services (such as
professional services), sales of equipment, licensing of software
and the provision of a variety of other products and services.
Revenues, other than revenues attributable to installation fees,
equipment sales to customers and certain professional services,
are generally billed and recognized ratably over the term of the
applicable contract, which is generally one year. Installation
fees are typically recognized at the time the installation
occurs.  Equipment revenues are typically recognized when the
equipment is delivered to the customer or placed into service at
an Internet data center.  We sell third-party equipment to our
customers as an accommodation to facilitate their purchase of
services.

The Company's B2B partner companies derive revenues from multiple
sources, including commissions, advertising , consulting, and
e-commerce activities. Our B2B partner companies typically earn a
commission on each transaction completed on their Web sites.
Revenues are also derived from various advertising packages and
marketing solutions provided by these partner companies.
Revenues are also derived from consulting services. E-commerce
revenues are derived from online sales and from revenue sharing
arrangements with third party operators.  In such sharing
arrangements, the partner company and a third party operator
jointly create a Web site or avail themselves of one another's
Web site development resources and share the resulting revenues.

The Company's B2C partner companies derive revenues from multiple
sources, including advertising, sponsorships and e-commerce
transactions.  E-commerce and advertising revenues are expected
to grow in importance as the Company's B2C partner companies
continue to leverage their growing user bases.

General Ci4net operations represent the expense of providing
strategic and operational support to our partner companies and
related administrative costs.  General Ci4net operations also
include the effect of transactions and other events incidental to
our ownership interests in our partner companies and our general
operations.

Recent Accounting Pronouncements

In January 2000, the Emerging Issues Task Force ("EITF") reached
a consensus on EITF Issue 99-17, "Accounting for Advertising
Barter Transactions."  The EITF agreed that advertising barter
transactions entered into subsequent to January 20, 2000 should
be accounted for at fair value only if there is verifiable
objective evidence provided by sufficient cash transactions
received by the seller of the advertising or similar advertising.
If the seller of advertising does not have verifiable objective
evidence, then the transaction is recognized at the recorded
amount of the advertising surrendered, that is, zero.  The EITF
also concluded that the volume of similar cash transactions
should be at least equal to the volume of barter transactions.
Furthermore, the period of time to assess the similar
transactions should be no greater than six months preceding the
advertising barter transactions.  EITF 99-17 is applicable to
transactions entered into after January 20, 2000.

Year 2000 Compliance

To date, we have not experienced significant Year 2000
disruptions to our operating or administrative systems.  The
Company believes that its significant vendors and service
providers are Year 2000 compliant and we have not, to date, been
made aware that any of our significant vendors or service
providers have suffered Year 2000 disruptions in their systems.
Accordingly, we do not anticipate incurring material expenses or
experiencing any material operational disruptions as a result of
any Year 2000 problems.  The Company spent an immaterial amount
on Year 2000 testing and compliance during 1999.

Factors That May Affect Future Results

The Company operates in a rapidly changing environment that
involves a number of risks, some of which are beyond the
Company's control.  Forward-looking statements in this document
and those made from time to time by the Company through its
senior management are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements concerning the expected future
revenues or earnings or concerning projected plans, performance,
product development, product release or product shipment, as well
as other estimates related to future operations, are necessarily
only estimates of future results and there can be no assurance
that actual results will not materially differ from expectations.
Factors that could cause actual results to differ materially from
results anticipated in forward-looking statements include, but
are not limited to, the following:

Ci4net May Not Have Operating Income Or Net Income In The Future

During Fiscal 2000, Ci4net had an operating loss of approximately
$22 million and a net loss of approximately $23 million. Ci4net
may not have operating income or net income in the future.  If
Ci4net continues to have operating losses, Ci4net may not have
enough money to grow its business in the future.

Ci4net May Have Problems Raising Money It Needs In The Future

Ci4net may not be able to obtain funding from outside
sources.  In addition, even if Ci4net finds outside funding
sources, Ci4net may be required to issue to such outside sources
securities with greater rights than those currently possessed by
holders of shares of Ci4net common stock.  Ci4net may also be
required to take other actions which may lessen the value of
Ci4net's common stock, including borrowing money on terms that
are not favorable to Ci4net.

Ci4net's Success Depends Greatly On Increased Use Of The Internet
By Business And Individuals

Ci4net's success depends greatly on increased use of the Internet
for advertising, marketing, providing services and conducting
business. Commercial use of the Internet is currently at an early
stage of development and the future of the Internet is not clear.
In addition, it is not clear how effective advertising on the
Internet is in generating business as compared to more
traditional types of advertising such as print, television, and
radio.  Because a significant portion of Ci4net's business
depends on Ci4net's operating company subsidiaries, Ci4net's
business will suffer if commercial use of the Internet fails to
grow in the future.

Ci4net May Incur Significant Costs To Avoid Investment Company
Status And May Suffer Adverse Consequences If Deemed To Be An
Investment Company

Ci4net may incur significant costs to avoid investment company
status and may suffer other adverse consequences if deemed to be
an investment company under the Investment Company Act of 1940.
Some equity investments in other businesses made by Ci4net and
its subsidiaries may constitute investment securities under the
1940 Act.  A company may be deemed to be an investment company if
it owns investment securities with a value exceeding 40% of its
total assets, subject to certain exclusions.  Investment
companies are subject to registration under, and compliance with,
the 1940 Act unless a particular exclusion or SEC safe harbor
applies.  If Ci4net were to be deemed an investment company, it
would become subject to the requirements of the 1940 Act.  As a
consequence, Ci4net would be prohibited from engaging in business
or issuing its securities as it has in the past and might be
subject to civil and criminal penalties for noncompliance.  In
addition, certain of Ci4net's contracts might be voidable, and a
court-appointed receiver could take control of Ci4net and
liquidate its business.

Although Ci4net's investment securities currently comprise
less than 40% of its assets, fluctuations in the value of these
securities or of Ci4net's other assets may cause this limit to be
exceeded.  This would require Ci4net to attempt to reduce its
investment securities as a percentage of its total assets.  This
reduction can be attempted in a number of ways, including the
disposition of investment securities and the acquisition of
non-investment security assets.  If Ci4net sells investment
securities, it may sell them sooner than it otherwise would.
These sales may be at depressed prices and Ci4net may never
realize anticipated benefits from, or may incur losses on, these
investments.  Some investments may not be sold due to contractual
or legal restrictions or the inability to locate a suitable
buyer.  Moreover, Ci4net may incur tax liabilities when it sells
assets.  Ci4net may also be unable to purchase additional
investment securities that may be important to its operating
strategy.  If Ci4net decides to acquire non-investment security
assets, it may not be able to identify and acquire suitable
assets and businesses.

Ci4net Depends On Certain Important Employees, And The Loss Of
Any Of Those Employees May Harm Ci4net's Business

Our success depends largely on the skills of certain key
management and technical personnel as well as key management and
technical personnel of companies acquired by us.  Several of our
executive officers have recently joined us and many of our key
personnel have worked together for a relatively short period.
The loss of one or more of our key management and technical
personnel may materially and adversely affect our business,
results of operations and financial condition.  We cannot
guarantee that we will be able to replace any of such persons in
the event their services become unavailable.

Ci4net's Strategy Of Expanding Its Business Through Acquisitions
Of Other Businesses And Technologies Presents Special Risks

     Ci4net intends to continue to expand through the acquisition
of businesses, technologies, products and services from other
businesses.  Acquisitions involve a number of special problems,
including:

*    difficulty integrating acquired technologies, operations and
personnel with the existing business;

*    diversion of management attention in connection with both
negotiating the acquisitions and integrating the assets;

*    strain on managerial and operational resources as management
tries to oversee larger operations;

*    exposure to unforeseen liabilities of acquired companies;

*    potential issuances of securities in connection with the
acquisition which lessen the rights of holders of Ci4net's
currently outstanding securities;

*    the need to incur additional debt;

*    the requirement to record additional future operating costs
for the amortization of goodwill and other intangible assets,
which amounts could be significant.

     Ci4net may not be able to successfully address these
problems.  Moreover, Ci4net's future operating results will
depend to a significant degree on its ability to successfully
manage growth and integrate acquisitions.  In addition, many of
Ci4net's investments are in early-stage companies with limited
operating histories and limited or no revenues.  Ci4net may not
be able to successfully develop these young companies.

Growing Concerns About The Use Of "Cookies" May Limit Our Ability
To Develop User Profiles

Web sites typically place small files of information commonly
known as "cookies" on a user's hard drive, generally without the
user's knowledge or consent. Cookie information is passed to the
Web site through the Internet user's browser software. Our
technology currently uses cookies to collect information about an
Internet user's movement through the Internet.  Most currently
available Internet browsers allow users to modify their browser
settings to prevent cookies from being stored on their hard
drive, and a small minority of users are currently choosing to do
so. Users can also delete cookies from their hard drive at any
time. Some Internet commentators, privacy advocates and
governmental bodies have suggested limiting or eliminating the
use of cookies. The effectiveness of our technology could be
limited by any reduction or limitation in the use of cookies. If
the use or effectiveness of cookies is limited, we would likely
have to switch to other technology that allows us to gather
demographic and behavioral information. This could require
significant reengineering time and resources, might not be
completed in time to avoid negative consequences to our business,
financial condition or results of operations, and might not be
possible at all.

If Governments Regulate The Internet More Closely, Ci4net's
Business May Be Harmed

Because of the Internet's popularity and increasing use, new laws
and regulations may be adopted.  These laws and regulations may
cover issues such as privacy, pricing and content.  The enactment
of any additional laws or regulations may impede the growth of
the Internet and Ci4net's Internet-related business and could
place additional financial burdens on Ci4net's business.

To Succeed, Ci4net Must Respond To The Rapid Changes In
Technology And Distribution Channels Related To the Internet

The markets for Ci4net's Internet products and services are
characterized by: rapidly changing technology; evolving industry
standards; frequent new product and service introductions;
shifting distribution channels; and changing customer demands.

     Ci4net's success will depend on its ability to adapt to this
rapidly evolving marketplace. Ci4net may not be able to
adequately adapt its products and services or to acquire new
products and services that can compete successfully.  In
addition, Ci4net may not be able to establish and maintain
effective distribution channels.

Ci4net Is Subject To Intense Competition

The market for Internet products and services is highly
competitive. Moreover, the market for Internet products and
services lacks significant barriers to entry, enabling new
businesses to enter this market relatively easily.  Competition
in the market for Internet products and services may intensify in
the future.  Numerous well-established companies and smaller
entrepreneurial companies are focusing significant resources on
developing and marketing products and services that will compete
with Ci4net's products and services.  In addition, many of
Ci4net's current and potential competitors have greater
financial, technical, operational, and marketing resources.
Ci4net may not be able to compete successfully against these
competitors in selling its goods and services.  Competitive
pressures may also force prices for Internet goods and services
down and such price reductions may reduce Ci4net's revenues.

Ci4net's Strategy Of Selling Assets Of Or Investments In The
Companies That Ci4net Has Acquired And Developed Presents Risks

 A significant element of Ci4net's business plan involves
selling, in public or private offerings, the companies, or
portions of the companies, that it has acquired and developed.
Ci4net has not conducted any such sales to date  Market and other
conditions largely beyond Ci4net's control affect:  Ci4net's
ability to engage in such sales; the timing of such sales; and
the amount of proceeds from such sales.

As a result, Ci4net may not be able to sell some of these assets.
In addition, even if Ci4net is able to sell, it may not be able
to sell at favorable prices.  If Ci4net is unable to sell these
assets at favorable prices, its business will be harmed.

The Value Of Ci4net's Business May Fluctuate Because The Value Of
Some Of Its Assets Fluctuates

     Although currently none of Ci4net's subsidiaries are public,
a portion of Ci4net's assets in the future may include the equity
securities of both publicly traded and non-publicly traded
companies.  The market price and valuations of these securities
may fluctuate due to market conditions and other conditions over
which Ci4net has no control.  Fluctuations in the market price
and valuations of the securities that Ci4net holds in other
companies may result in fluctuations of the market price of
Ci4net's common stock and may reduce the amount of working
capital available to Ci4net.

Ci4net's Growth Places Strains On Its Managerial, Operational And
Financial Resources

     Ci4net's rapid growth has placed, and is expected to
continue to place, a significant strain on its managerial,
operational and financial resources.  Further, as the number of
Ci4net's users, advertisers and other business partners grows,
Ci4net will be required to manage multiple relationships with
various customers, strategic partners and other third parties.
Further growth of Ci4net or increase in the number of its
strategic relationships will increase this strain on Ci4net's
managerial, operational and financial resources, and could
inhibit Ci4net's ability to achieve the rapid execution necessary
to successfully implement its business plan.  In addition,
Ci4net's future success will also depend on its ability to expand
its sales and marketing organization and its support organization
commensurate with the growth of Ci4net's business and the
Internet.

Ci4net's Quarterly Results May Fluctuate Widely

Ci4net expects to experience significant fluctuation in future
quarterly operating results.  Many factors, some of which are
beyond Ci4net's control, have contributed to quarterly
fluctuations in our and our predecessors' results in the past and
may continue to do so.  Such factors include:  demand for
Ci4net's products and services;  payment of costs associated with
Ci4net's acquisitions, sales of assets and investments;  timing
of sales of assets;  market acceptance of new products and
services; specific economic conditions in the Internet and direct
marketing industries; and  general economic conditions.

The emerging nature of the commercial uses of the Internet makes
predictions concerning Ci4net's future revenues difficult.
Ci4net believes that period-to-period comparisons of its results
of operations will not necessarily be meaningful and should not
be relied upon as indicative of Ci4net's future performance.  It
is also possible that in some fiscal quarters Ci4net's operating
results will be below the expectations of securities analysts and
investors.  In such circumstances, the price of Ci4net's common
stock may decline.

The Price Of Ci4net's Common Stock Has Been Volatile

     The market price of Ci4net's common stock has been, and is
likely to continue to be, volatile, experiencing wide
fluctuations. In recent years, the stock market has experienced
significant price and volume fluctuations which have particularly
impacted the market prices of equity securities of many companies
providing Internet-related products and services.  Some of these
fluctuations appear to be unrelated or disproportionate to the
operating performance of such companies.  Future market movements
may adversely affect the market price of Ci4net's common stock.

Ci4net Faces Security Risks

     The secure transmission of confidential information over
public telecommunications facilities is a significant barrier to
electronic commerce and communications on the Internet.  Many
factors may cause compromises or breaches of the security systems
used by Ci4net or other Internet sites to protect proprietary
information, including advances in computer and software
functionality or new discoveries in the field of cryptography. A
compromise of security on the Internet would have a negative
effect on the use of the Internet for commerce and communications
and negatively impact Ci4net's business. Security breaches of the
activities of Ci4net, its customers and sponsors involving the
storage and transmission of proprietary information, such as
credit card numbers, may expose Ci4net to a risk of loss or
litigation and possible liability.  Ci4net cannot assure that its
security measures will prevent security breaches.

Ownership Of Ci4net Is Concentrated

Kevin R. Leech, Ci4net's chairman, beneficially owned
approximately 43% of Ci4net's outstanding common stock as of  May
1, 2000.  As a result, Mr. Leech's possesses significant
influence over Ci4net on matters including the election of
directors.  The concentration of Ci4net's share ownership may:
delay or prevent a change in control of Ci4net;  impede a merger,
consolidation, takeover, or other business involving Ci4net; or
discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of Ci4net.

The Success Of Ci4net's Global Operations Is Subject To Special
Risks And Costs

     Ci4net's operations are located primarily in Europe.
Expansion to the United States, Asia and other regions will
require significant management attention and financial resources.
Ci4net's ability to expand offerings of its products and services
internationally will be limited by the level of acceptance of the
Internet and intranets in other countries.  Ci4net expects to
commit substantial time and development resources to customizing
its products and services for selected international markets and
to developing international sales and support channels.

Ci4net Could Be Subject To Infringement Claims

From time to time, Ci4net expects to be subject to third party
claims in the ordinary course of business, including claims of
alleged infringement of intellectual property rights by Ci4net.
Any such claims may damage Ci4net's business by:   subjecting
Ci4net to significant liability for damages; resulting in
invalidation of Ci4net's proprietary rights; being time-consuming
and expensive to defend even if such claims are not meritorious;
and resulting in the diversion of management time and attention.

Ci4net May Have Liability For Information Retrieved From The
Internet

     Because materials may be downloaded from the Internet and
subsequently distributed to others, Ci4net may be subject to
claims for defamation, negligence, copyright or trademark
infringement, personal injury, or other theories based on the
nature, content, publication and distribution of such materials.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The Company does not currently hold any public securities and
therefore is not exposed to equity price risks on the marketable
portion of its equity securities.  However, it is possible that
some of the Company's subsidiaries may go public in the near
future.  At such time, the Company would be exposed to equity
price risks on the marketable portion of those equity
securities.

The carrying values of financial instruments including cash and
cash equivalents, accounts receivable, accounts payable and
notes payable, approximate fair value because of the short
maturity of these instruments.  The carrying value of long-term
debt approximates its fair value, as estimated by using
discounted future cash flows based on the Company's current
incremental borrowing rates for similar types of borrowing
arrangements.

As the Company expands globally, the risk of foreign currency
exchange rate fluctuation may dramatically increase.  Therefore,
in the future, the Company may consider utilizing derivative
instruments to mitigate such risks.


ITEM 8.   FINANCIAL STATEMENTS

  The Company's financial statements at January 31, 2000 and
1999, and for each of the three years in the period ended
January 31, 2000, and the Report of Ernst & Young LLP,
Independent Auditors, are included in this Report in Exhibit 13.


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

  On January 26, 2000, the Company changed its independent
auditors from Graf & Repetti to Ernst & Young.  This change
in accountants was approved by the Company's acting directors.
Ernst & Young's report on the financial statements of Ci4net
for the fiscal year ended January 31, 2000 that is included
herein is not, and Graf & Repetti's report on the financial
statements of Ci4net for the fiscal year ended January 31, 1999
and for the period from December 29, 1995 (inception) to January
31,1999 was not, qualified or modified as to uncertainty,
audit scope, or accounting principles.  During Graf & Repetti's
appointment as independent auditors, there was no disagreement
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope of procedure which if
not resolved to Graf & Repetti's satisfaction would have caused
Graf & Repetti to make reference to the subject matter of
disagreement in connection with Graf & Repetti's report on the
financial statements for the periods indicated above.


PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item is incorporated by
reference to the Company's proxy statement relating to its
election of directors during calendar year 2000, which will be
filed no later than 120 days after the end of the 2000 fiscal
year.



ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item is incorporated by
reference to the Company's proxy statement relating to its
election of directors during calendar year 2000, which will be
filed no later than 120 days after the end of the 2000 fiscal
year.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this Item is incorporated by
reference to the Company's proxy statement relating to its
election of directors during calendar year 2000, which will be
filed no later than 120 days after the end of the 2000 fiscal
year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by
reference to the Company's proxy statement relating to its
election of directors during calendar year 2000, which will be
filed no later than 120 days after the end of the 2000 fiscal
year.


                            PART IV

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

(A)  Financial Statements, Financial Statement Schedule, and
Exhibits

      1.  Financial Statements.  The financial statements
          required by Item 8 are set forth in Exhibit 13.3
          of this report:

         CI4NET.COM, INC.
       - Report of Ernst & Young, Independent Auditors
       - Consolidated Balance Sheets at of January 31, 1999
         and 2000
       - Consolidated Statements of Operations for the year
         ended January 31, 1998, 1999 and 2000
       - Consolidated Statements of Cash Flows for the year
         ended January 31, 1998, 1999 and 2000
       - Consolidated Statements of Stockholders' Equity for the
         year ended January 31, 1998, 1999 and 2000
       - Notes to the Financial Statements

         PLANET EDGE LIMITED (PREDECESSOR)
       - Report of Ernst & Young, Independent Auditors
       - Balance Sheets at January 31, 1999 and 2000.
       - Statements of Operations for the years ended
         January 31,1998, 1999 and 2000.
       - Statements of Cash Flows for the years ended
         January 31, 1998, 1999 and 2000.
       - Statement of Stockholders Equity for the
         years ended January 31, 1998,1999 and 2000.

All other financial statement schedules have been omitted since
they are either not required, not applicable, or the
information is otherwise included.

     2.  Exhibits.  The Exhibits listed in the Exhibit Index
immediately preceding such Exhibits are filed as part of
this Annual Report on Form 10-K.

(B)  Reports on Form 8-K

On December 17, 1999, the Company filed a Current Report on Form
8-K to report under Item 5 (Other Events) the issuance of new
shares in a 15 for-1-post reverse stock split, and the purchase
and acquisition of Ci4net.com Inc, which closed on December 20,
1999.


<PAGE>
                           SIGNATURES

  In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                        CI4NET.COM INC.

Date:  May 15, 2000             By:  /s/ Kevin Leech
                                Kevin Leech
                                Chief Executive Officer

  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                          Name & Title


/s/ Dale Morrison                   Dale Morrison
                                Chief Executive Officer


/s/ Ricky Weir                        Ricky Weir
                                Chief Financial Officer
                             (Principal Accounting Officer)

/s/ Kevin Leech                       Kevin Leech
                                   Acting Director

/s/ Lee Cole                           Lee Cole
                                   Acting Director



<PAGE>
                         EXHIBIT INDEX

Exhibit No.                     Title

          2.1    Share Sale Agreement of CI4NET.com Limited
                 dated October 1, 1999, by and between
                 Willington Holdings Ltd (CI4NET.com Limited)
                 and CI4NET.com Inc.

          2.2    Acquisition Agreement between CI4NET.com Inc.
                 (Delaware) and Three W Capital Ltd. (Marshal
                 Islands company) dated October 1, 1999.

          2.3    Reverse Merger Agreement, dated December 2,
                 1999, by and between CI4NET.com Inc. and
                 Leisure Concepts International.

          2.4    Share Sale Agreement relating to Planet Edge
                 Limited, Team-4 Internet Services Limited and
                 Net Edge Limited, dated December 6, 1999, by
                 and among R  Kumar, M R Gittins, and T D Lloyd
                 and CI4NET.com Inc.

          2.5    Acquisition Agreement between CI4NET.com Inc.
                 (Delaware) and MSK Industries Inc. (Delaware),
                 December 10, 1999.

          2.6    Agreement For The Acquisition Of The Whole Of
                 The Issued Share Capital Of Media Ventures
                 Group plc, dated as of December 17, 1999, by
                 and among CI4NET.com limited, CI4NET.com
                 Inc. and Those People Whose Names Are Set Out
                 In Schedule 1.

          2.7    Investment/Shareholders Agreement, by and among
                 Tempz.com Limited, Christopher Leonard,
                 Ian Thomas, and CI4NET.com Limited, dated
                 January 10, 2000.

          2.8    Share Sale and Purchase Agreement relating to
                 Systeam SpA, dated February 17, 2000, by and
                 between Systeam SpA and CI4NET.com Inc.

          2.9    Acquisition Agreement, dated March 14, 2000,
                 relating to the acquisition of PCC Care Card
                 Holdings BV. by and among Mr. J.D. KOEKKOEK,
                 Mr. P.R.M. van BINSBERGEN, NeSBIC
                 CTE Fund B.V., and CI4NET.COM Inc.

          3.1    Certificate of Incorporation of CI4NET.com Inc.
                 and all amendments thereto.

          3.2    Amended and Restated Certificate of
                 Incorporation of CI4NET.com Inc. to be filed on
                 or about May 30, 2000

          3.3    By-laws CI4NET.com Inc.

          4.1    Specimen Common Stock Certificate

          4.2    Specimen Preferred Stock Certificate

          4.3    Debenture, dated January 2000, by and between
                 Tempz.Com Limited and CI4NET.com Limited.

          10.1   Service Agreement, by and between CI4NET.com
                 Limited and Kevin Leech.

          10.2   Service Agreement, by and between CI4NET.com
                 Limited and Lee Cole.

          10.3   Service Agreement, by and between CI4NET.com
                 Limited and Roger Holdom.

          10.4   Service Agreement, by and between CI4NET.com
                 Inc. and Dale Morrison.

          10.5   Lease relating to office at 32 Haymarket
                 London.

          10.6   Description of lease relating to office at One
                 Rockefeller Plaza.

          10.7   Facility Agreement, dated January 10, 2000, by
                 and between Tempz.Com Limited and CI4NET.com
                 Limited.  On January 10th 2000, CI4NET.com
                 Limited acquired 50% of Tempz.com Limited in
                 consideration for supplying a loan facility.

          10.8   Facility Agreement, dated February 17, 2000,
                 relating to Systeam SpA.

          10.9   Facility Agreement, dated March 14, 2000,
                 relating to PCC Care Card Holdings BV.

          13.1   CI4NET.com Inc. and Subsidiaries Consolidated
                 Financial Statements, Supplementary Data and
                 Independent Auditor's Report.

          16.1   Letter from Graf & Repetti to the Securities
                 and Exchange Commission.

          21     Subsidiaries of the Registrant.

          27     Financial Data Schedule for fiscal year ended
                 January 31, 2000.


                          Exhibit 21

Subsidiaries of Ci4net.com Inc.
As of May 1, 2000

                                          Jurisdiction of
Name                                       Organization
-------                                   -----------------

Three W Capital                        Marshall Islands
Ci4net.com Limited                     Jersey, Channel Islands
MSK Industries                         Delaware
Health421.com Inc.                     UK
Netstreet21 Ltd.                       BVI
Comm. Property United Kingdom Ltd.     UK
Allcars.com Ltd.                       UK
Trrravel.com Ltd.                      UK
Browsemiles Ltd.                       UK
I-globalcom Inc.                       Delaware
Netmedia Ltd.                          UK
Planet Edge Limited                    AUS
Global Freeway Pty Ltd.                AUS
Media Ventures Group plc.              AUS
Tempz.com Limited                      Jersey Channel Islands
Systeam SpA                            ITALY
Property World Ltd.                    UK
Femailnet.com Ltd.                     UK
4thWave Technologies Ltd.              UK
Chorus Inc.                            Delaware
Citee BV                               NETHERLANDS
Wireless4Europe Ltd                    UK
Ci4net Solutions Ltd.                  UK
Ci4net Advanced Research Ltd           UK
ICM Resources Limited                  UK
BusinessPCUK.com Limited               UK
Easy2Ship.com Inc                      Delaware
Fishexchange Inc.                      Delaware
Businessvillages.com                   UK
The Rubber Exchange Inc.               Delaware
Mostra Limited                         UK
Transenact Ltd.                        UK
AKAS Ltd.                              UK
Aircharter Exchange.com Ltd.           Jersey Channel Islands
Business Plan Exchange Inc.            Delaware
ismartlab Ltd.                         UK
Lifetime Memorials Inc.                Delaware
Kids Events Ltd.                       UK
Personal Care Card BV                  NED
Bygone Times plc                       UK
Buyers Guide UK Ltd.                   UK
Enteraction TV Limited                 UK
Kismet International NV                Netherlands Antilles
Perform.com LLC                        Delaware



Exhibit 27       FINANCIAL DATA SCHEDULE


Document                              10K
Legend                                No
Restated                              No
Name                             ci4net.com
Multiplier                             1
Currency                             USD
Fiscal Year End                  January 31 2000
Period Start                     February 1 1999
Period End                       None
Period Type                      Year
Exchange Rate                          1
Cash                             254,486
Securities                       -
Receivables                      724,751
Allowances                        11,440
Inventory                        153,159
Current Assets                 3,022,986
PP&E                           4,504,204
Depreciation                   1,239,196
Total Assets                  96,971,056
Current Liabilities           30,706,119
Bonds                                 -
Common                            25,485
Preferred Mandatory                   -
Preferred                             -
Other SE                              -
Total Liability and Equity    96,971,056
Sales                                 -
Total Revenues                 4,409,094
CGS                            5,400,141
Total Costs                   21,273,578
Other Expenses                        -
Loss Provision                    11,440
Interest Expense                 553,416
Income Pretax                (22,818,041)
Income Tax                       (15,518)
Income Continuing            (22,833,559)
Discontinued                          -
Extraordinary                         -
Changes                               -
Net Income                   (22,833,559)
EPS Primary                        (6.86)
EPS Diluted                        (6.86)