UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark  One)
[  X  ]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(D) OF THE SECURITIES
            EXCHANGE  ACT  OF  1934
            For  the  fiscal  year  ended  December  31,  1999.

                                       or

[     ]     TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
            EXCHANGE  ACT  OF  1934
            For  the  transition  period  from ______ to _______.

                        Commission File Number:  0-27151

                               2THEMART.COM,  INC.
             (Exact Name of Registrant as Specified in Its Charter)


             Oklahoma                                      33-0544320
     (State  of  Incorporation)          (I.R.S. Employer Identification Number)


            18301 Von Karman Avenue, 7th Floor, Irvine, California, 92612
                     (Address of principal executive offices)

                              (949)  477-1200
             (Registrant's telephone number, including area code)

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

                                      None

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


      Title of each class:            Name of each exchange on which registered:
      ---------------------           ------------------------------------------
Common Stock, par value $0.0001            Over-the-Counter Bulletin Board

Number of securities outstanding as of April 28, 2000:  30,149,516

     Indicate  by  check  mark  whether the registrant has (1) 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 time as required), and
(2)  has  been  subject  to  such  filing  requirements  for  the  past 90 days:

     2TheMart.com,  Inc.     Yes  [ X ]         No  [  ]

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

The  aggregate  market  value  of  the voting stock held by nonaffiliates of the
registrant  as  of April 28, 2000 was $31,809,700 assuming that all officers and
directors  of  the  Company  are  affiliates.

<PAGE>


                                2THEMART.COM, INC.

                                TABLE OF CONTENTS

Item                                                                      Page
----                                 PART I                               ----
  1.     Business                                                           1
  2.     Properties                                                         4
  3.     Legal  Proceedings                                                 5
  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders        4

                                     PART II

  5.     Market for Registrant's Common Equity and Related Stockholder
          Matters                                                           5
  6.     Selected  Financial  Data                                          9
  7.     Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         9
  8.     Financial  Statements  and  Supplementary  Data                   12
  9.     Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                         12

                                    PART III

  10.     Directors and Executive Officers of the Registrants              14
  11.     Executive  Compensation                                          14
  12.     Security Ownership of Certain Beneficial Owners and Management   17
  13.     Certain  Relationships  and  Related  Transactions               18

                                     PART IV

  14.     Exhibits, Financial Statement Schedules, and Reports
           on Form 8-K                                                     19



<PAGE>

                                     PART I

This  Annual  Report on Form 10-K contains forward-looking statements within the
meaning  of  the  Securities  Exchange  Act of 1934 (the "Exchange Act").  These
statements  are  based on management's current beliefs and assumptions about the
Company  and  the  industry in which the Company competes in, and on information
currently  available  to management. Forward-looking statements include, but are
not limited to, the information concerning possible or assumed future results of
operations  of  the Company.  Forward-looking statements also include statements
in  which  words  such  as  "expect," "anticipate," "intend," "plan," "believe,"
"estimate,"  "consider"  and other similar expressions are used. Forward-looking
statements  are  not  guarantees  of  future  performance.  They  involve risks,
uncertainties  and  assumptions.  The  Company's  future results and shareholder
values  may  differ  materially  from  those  expressed  or  implied  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1.  BUSINESS

GENERAL  BUSINESS  DESCRIPTION  AND  ORGANIZATION

2TheMart.com,  Inc.  ("2TheMart.com"  or  the  "Company"),  a  development stage
company,  was  formed  as  an  Internet-based electronic commerce ("e-commerce")
company.  Since  formation, the Company's primary operations centered around the
development  of  an  online  product  portal  where merchant partners sell their
products  on  a  fee-per-transaction  basis  and  consumers  are  offered a vast
selection  of  specialty  and  brand  name  products  to  create  a  compelling
one-stop-shopping destination. The Company launched its Web site on November 18,
1999.  As  further  discussed below, on April 14, 2000, the Company entered into
an  Agreement  and  Plan  of  Reorganization whereby the Company will merge with
GoToWorld.com,  Inc.,  a Delaware corporation.  As a result, the Company intends
to  adopt  the business plan of GoToWorld.com, Inc.  Consequently, the Company's
Web  site  is  currently  off-line.

The  Company was originally incorporated under the laws of the State of Oklahoma
on  December  2,  1992 as S.K.B. Design, Inc.  Between 1992 to 1996, the Company
was  inactive.  On  October 1, 1996, the Company acquired certain technology and
assets  with  the  intention  of  developing  a cd-rom based multimedia yearbook
product.  On December 22, 1997, the Company changed its name from S.K.B. Design,
Inc.  to  CD-Rom  Yearbook  Company, Inc. ("CD-Rom") to reflect its new business
plan.  Due  to certain technical and market difficulties, the business of CD-Rom
did  not  develop as expected.  As a result, CD-Rom ceased its operations in the
fall of 1998 and began a search for new business opportunities.  On December 22,
1998, CD-Rom acquired all of the outstanding common stock of 2TheMart.com, Inc.,
a  Nevada  corporation  ("2TheMart.com-Nevada"),  in  a  business  combination
described  as  a "reverse merger."  For accounting purposes, the merger has been
treated  as the merger of CD-Rom into 2TheMart.com-Nevada.  Immediately prior to
the merger, CD-Rom had 2,291,850 shares of common stock outstanding.  As part of
the  reorganization, the Company issued 17,800,000 shares of the common stock of
the  Company  to  the  shareholders  of  2TheMart.com-Nevada  in  exchange  for
17,800,000  shares  of  the  common  stock  of  2TheMart.com-Nevada.

Simultaneously with the merger, CD-Rom changed its name to "2TheMart.com, Inc.,"
an  Oklahoma  corporation, and adopted the business plan of 2TheMart.com-Nevada.
All  officers  and  directors  of  CD-Rom  resigned  their  positions,  and  the
management  of  2TheMart.com-Nevada  was  appointed  as  new  management  to the
Company.  The  Company's  common  stock  is  currently  traded  on  the  NASD
Over-The-Counter  ("OTC")  Bulletin  Board  under  the  symbol  "TMRTE."

Planned  Reorganization:

On  April  14,  2000,  the  Company  entered  into  an  Agreement  and  Plan  of
Reorganization  between  the Company, its wholly owned subsidiary, 2TheMart.com,
Inc.,  a  Delaware  Corporation formed solely for the purpose of reincorporating
the  Company  in the state of Delaware ("2TMD"), GoToWorld.com, Inc., a Delaware
Corporation  ("GTW"),  and  GoToWorld's  parent  company  Languageforce, Inc., a
Colorado  Corporation ("LanguageForce"), whereby the Company will merge with and
into  2TMD,  with  2TMD being the surviving Company.  Pursuant to the agreement,
all  of the Company's common stock will be exchanged for shares of 2TMD on a one
for  one basis.  As a result, the Company will effectuate a reincorporation from
an  Oklahoma corporation into a Delaware corporation.  Immediately subsequent to
the  Company's  merger  with  2TMD,  GTW will merge with and into the subsequent

                                        1
<PAGE>

combined company, now 2TMD.  Pursuant to the agreement, all of the shares of GTW
will  be  exchanged  for  52,930,931  shares  of  the  common stock of 2TMD in a
business  combination described as a "reverse merger."  Subsequent to the merger
of  GTW into 2TMD, 2TMD will change its name to "GotoWorld.com, Inc."  Under the
terms  of  the  agreement,  Ian  S.  Simpson  shall  become the President, Chief
Executive Officer and Chairman of the Board of the surviving corporation; Steven
W.  Rebeil,  the  Company's  current  Chairman  of  the Board of Directors, will
relinquish  all of his positions with the Company.  The closing of the agreement
and  effectiveness of the proposed mergers is subject to shareholder approval of
both  Company  and  GTW.

In contemplation of the proposed merger with GTW, the Company plans to integrate
GTW's  and  2TM's  business  plans.  GTW is a global communications and commerce
super  portal.  Its  plan  of  operations  is  to  become  the  gateway  to  the
business-to-business world markets.  GTW's business solutions and services to be
provided  will  include  the  ability  to  instantly communicate between over 14
different  languages  with  its  Universal  Translator  technology licensed from
LanguageForce,  Inc., GTW's former parent company.  This technology allows total
access  to  the  world's  products  and  services  without  language  barriers.

Historical  Business  Operations:

Prior to the Company's proposed merger with GTW, the Company's business strategy
and  business  plan  consisted  of  the  following:

2TheMart.com  Web  Site

Visitors  to the 2TheMart.com site were able to browse among its items for sale,
which  are  organized  across numerous product categories and are facilitated by
easy  navigation  and  searching.  Browsers and buyers could also search product
listings  using a variety of means such as by category, keyword and seller name.
Upon  registering  as a 2TheMart.com user, a seller was able to immediately list
an  item  for  sale,  specify  a  price  for and how long the product is listed.
Individual  sellers  paid  a  nominal  placement  fee  for  an item based on the
seller's  minimum  price  for  the item. The minimum price for the placement fee
ranged  from  $0.25  to  $2.00  per  item.  Sellers were able to highlight their
product  listings  through a variety of premium services made available to them.
When  a  transaction  occurs,  2TheMart.com automatically notified the buyer and
seller  via  email  and  then  the  buyer  and seller consummate the transaction
independently  of  2TheMart.com.  At  the time of notification of a transaction,
2TheMart.com  charged  the  seller  a transaction fee that typically ranges from
1.25%  to  5%,  based  on the closing price of the item.  Merchant partners were
charged  a  fee  that  is  a  percentage of their transaction price ranging from
3-20%.  Buyers  were  not  charged  for  making  bids  or  purchases  through
2TheMart.com.  At  no  point during the process did 2TheMart.com take possession
of  either  the  item  being  sold or the buyer's payment for the item; instead,
2TheMart.com  only  acted  as  the  facilitator  of  the transaction.  Following
completion  of  a  transaction, each user was able to rate his or her experience
with  the  seller  through  the  use  of  "User  Ratings."

Governmental  Regulation

2TheMart.com  is  not  currently  subject  to  direct  federal,  state  or local
regulation,  and  laws or regulations applicable to access to or commerce on the
Internet,  other  than  regulations  applicable  to  businesses  generally.

Transaction  Services

In  order  to  offer  a  complete experience to buyers and sellers, 2TheMart.com
offered a  variety  of  pre-  and  post-transaction services to enhance the user
experience.  2TheMart.com  has  pre-transaction  services,  such  as services to
facilitate  scanning  and  uploading  of  photographs  of  listed  items  and
post-transaction  services, such as third-party escrow services and arrangements
with  shippers to help sellers ship their products more easily.


                                        2
<PAGE>

Competition

The market for business to consumer e-commerce is rapidly evolving and intensely
competitive  and  2TheMart.com  expects  competition to intensify further in the
future. Barriers to entry are relatively low and current and new competitors can
launch new sites at a relatively low cost using commercially available software.
2TheMart.com currently or potentially competes with a number of other companies.
The  Company's  direct  competitors  include various online business to consumer
services,  including eBay; Auction Universe, a Times-Mirror Company; Excite; and
a  number  of  other  small online vendors, including those that serve specialty
markets.  2TheMart.com's  primary  competitor  is  Amazon.com's  Z  Shops in the
business  to  consumer  segment  and  eBay  in the consumer to consumer segment.
2TheMart.com  potentially  faces  competition  from  a  number  of  large online
communities  and  services that have expertise in developing online commerce and
in  facilitating online person to person interaction. Certain of these potential
competitors,  including  Amazon.com,  America  Online,  Microsoft  and  Yahoo!
currently  offer  a  variety  of  business  to  consumer  trading  services  and
classified ad services.  Other large companies with strong brand recognition and
experience  in  online  commerce,  such  as  Cendant  Corporation, QVC and large
newspaper  or  media  companies  are  also  potential  competitors.  Competitive
pressures  created by any one of these companies or by the Company's competitors
collectively,  could  have  a material adverse effect on the Company's business,
results  of  operations  and  financial  condition.

2TheMart.com  believes  that  the  principal competitive factors in its targeted
marketplace  will  be  brand recognition, reliability of the Company's Web site,
the  site's  ease  of  use,  and  the  number  of  visitors  to  the  site.

Current  Number  of  Employees

At  May  1,  2000  the  Company  had  12  full  time  employees.

ITEM  2.  PROPERTIES

Effective  February  3,  1999,  the  Company began leasing 20,341 square feet of
administrative  office  space in Irvine, California.  The facility serves as the
Company's  headquarters  and  primary  place  of  business.  The current monthly
rental  rate  is  $35,597.  The  lease  expires  in  June  2001.


                                        3
<PAGE>

On  April  29, 1999, the Company entered into an agreement with Exodus to secure
space  for  the  housing  of  its  main  Web site server operations in Sterling,
Virginia.  Pursuant to its agreement with Exodus, the Company is required to pay
Exodus  a  minimum  monthly  fee  of  approximately  $78,000 (which may increase
depending  on  the  Company's  Internet  bandwidth  usage).

Effective  January 3, 2000, the Company began leasing approximately 3,000 square
feet  of office space in New York City.  The office would have been primarily be
used  as  a  satellite  sales office.  The monthly rental rate is $7,968 and the
lease expires in  five  years.

ITEM  3.  LEGAL  PROCEEDINGS

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes  with third parties, actions involving allegations of discrimination or
breach  of  contract  actions  incidental  to the operation of its business.  On
September 13, 1999 and October 11, 1999, two putative class action lawsuits were
filed  in  the  United  States  District  Court, Central District of California,
Southern  Division,  against the Company and its then principal officers, Steven
W.  Rebeil  and Dominic J. Magliarditi entitled Mary Ellen Harrington, On Behalf
of  Herself  and  All Others Similarly Situated v. 2TheMart.com, Inc., Steven W.
Rebeil, and Dominic J. Magliarditi (No. SACV99-1127 DOC (ANX)) and Vinh D. Diep,
On  Behalf  of  Herself and All Others Similarly Situated v. 2TheMart.com, Inc.,
Steven  W.  Rebeil,  and Dominic J. Magliariditi (No. SACV99-1255 DOC (EEX).  In
December  1999,  the  complaints were consolidated into a consolidated complaint
(the  "Complaint").  The  Complaint alleges, on behalf of a class of individuals
who  purchased shares of the Company's common stock between January 19, 1999 and
August 26, 1999, that the defendants engaged in a plan to defraud the market and
purchasers  of  the  Company's common stock in violation of section 10(b) of the
Exchange  Act,  SEC Rule 10b-5 and Section 20(a) of the Exchange Act (as against
Mr.  Rebeil and Mr. Magliarditi) by failing to disclose material facts or making
material  misstatements  of fact regarding the status of the Company's Web site.
The  Complaint  seeks  compensatory  damages  for  themselves and for the class.

The  Company  and its defendant officers and directors believe that the lawsuits
are  without merit and that they have meritorious defenses to the above actions.
The  Company  has  tendered  the  action to its insurers and plans on vigorously
defending  the  litigation.  The Company believes that it has adequate insurance
coverage  to  meet  any  potential  losses,  subject  to  a $250,000 deductible.
However,  failure  to  successfully  defend the action which results in an award
greater  than  the  Company's  insurance coverage, could have a material adverse
effect  on  the  Company's  results  of  operations,  liquidity  and  financial
condition.

In  March  2000,  the  defendants  filed  a motion to dismiss with prejudice all
claims  made  in the Complaint for failure to state a claim.  A decision on such
motion  is  expected  in  2000.

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

There  were  no  submissions of matters to a vote of security holders during the
period  December  22,  1998  (inception)  to  December  31,  1999.


                                        4
<PAGE>
                                     PART II

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

The following table sets forth the high and low closing prices for shares of the
Company's  common  stock  for  the  periods  noted  since the reverse merger, as
reported  by  the  National  Daily  Quotation  Service and the NASD OTC Bulletin
Board.  Quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down  or  commission  and  may  not  represent  actual  transactions.

                                             CLOSING PRICE
                   YEAR     PERIOD          HIGH       LOW
                   ----------------------------------------
                   1999  First Quarter     $31.63    $ 1.75
                         Second Quarter    $36.00    $12.25
                         Third Quarter     $20.00    $ 5.94
                         Fourth Quarter    $16.50    $ 2.38

                   2000  First Quarter     $ 8.00    $ 3.75

Pursuant  to  NASD Eligibility Rule 6530 (the "Rule") issued on January 4, 1999,
issuers who do not make and maintain current filings pursuant to Sections 13 and
15(d)  of  the Securities Exchange Act of 1934 are ineligible for listing on the
OTC Bulletin Board.  Pursuant to the Rule, issuers who are not current with such
filings are subject to having the quotation of their securities removed from the
OTC  Bulletin  Board  pursuant to a phase-in schedule depending on each issuer's
trading  symbol  as  reported  on  January  4, 1999 and thereafter may quote its
common  stock  on  the  National  Quotation  Bureaus  "Pink  Sheets"  (the "Pink
Sheets").

The  Company  was  not  in compliance with the Rule during the period October 8,
1999  to  February 22, 2000, and therefore, the Company's common stock traded on
the  Pink  Sheets.  The  Company  filed its Registration Statement on Form 10 in
order  to become a "reporting" company and received no further comments from the
Securities  and  Exchange Commission regarding the Form 10 on February 11, 2000.
On  February  23,  2000,  the  Company's common stock resumed trading on the OTC
Bulletin  Board.

Due to the failure of the Company to timely file its annual report on Form 10-K,
the  Company  became  non-compliant  with Rule 6530.  As a result, the Company's
trading  symbol  was amended to "TMRTE" on April 27, 2000.  As such, the Company
has  approximately  30  days from April 27, 2000 in order to become current with
its  reporting  requirements or be subject to delisting from the NASD OTCBB.  By
filing  the  Company's Annual Report on Form 10-K herein, the Company expects to
once  again  be  compliant  with  Rule 6530, at which time the Company's trading
symbol  will  be  changed  to  "TMRT".

NUMBER  OF  SHAREHOLDERS

The  number  of  holders  of record of the common stock of the Company as of the
close  of  business  on  April  30,  2000  was  337.

DIVIDEND  POLICY

To date, the Company has declared no cash dividends on its common stock and does
not expect to pay cash dividends in the foreseeable future.  The Company intends
to  retain  future  earnings,  if  any,  to  provide funds for the operation and
expansion  of  its  business.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  December  22, 1998, CD-Rom entered into a merger agreement to acquire all of
the  outstanding  Common  Stock  of  2TheMart-Nevada  in  a business combination
described  as  a  "reverse  merger."  The merger closed on January 8, 1999.  For
accounting  purposes,  the  merger has been treated as the merger of CD-Rom into
2TheMart-Nevada.  Immediately  prior  to  the  acquisition, CD-Rom had 2,291,850
shares  of  Common  Stock  outstanding.  As part of the reorganization and stock
purchase agreement, CD-Rom  issued an additional 17,800,000 shares of the Common
Stock  of  CD-Rom  to  the  shareholders  of  2TheMart-Nevada (all of which were
"accredited"  investors)  in  exchange for all of the shares of 2TheMart-Nevada.
In  addition,  1.2 million of the previously issued CD-Rom shares were placed in
escrow to be distributed to the 2TheMart-Nevada shareholders upon the occurrence
of  certain  events.  This  issuance was an isolated transaction not involving a
public offering and consequently conducted under an exemption under Section 4(2)
of  the  Securities  Act  of  1933.

                                        5
<PAGE>

On  January  8,  1999,  the Company issued an aggregate of 917,500 shares of its
Common  Stock  to  six  unrelated  and unaffiliated "accredited" investors.  The
issuances  were  a  limited  offering  not  over  $1  million  without  general
advertising  and  solicitation  made  under Rule 504 of Regulation D promulgated
under  the  Securities  Act of 1933, resulting in net proceeds to the Company in
the  amount  of  $980,000.

On  January  8,  1999,  the  Company issued an aggregate of 80,000 shares of its
Common Stock to the Company's securities counsel in accordance with an agreement
negotiated  in  December  1998.  The issuance was a limited offering not over $1
million  without  general  advertising  and solicitation made  under Rule 504 of
Regulation D promulgated under the Securities Act of 1933, in exchange for legal
services  provided  in  relation  to  the  Company's merger with 2TheMart-Nevada
valued  at  $20,000.

On  January  25, 1999, the Company issued 15,000 shares of "restricted" (as that
term  is  defined  under Rule 144 of the Securities Act of 1933) Common Stock to
the  Company's securities counsel, in consideration for legal services valued at
$15,000.  The  shares  were  valued  at  $1.00  per  share  in accordance to the
original  pricing of the Company's then ongoing private placement.  The issuance
was  an  isolated  transaction  not involving a public offering and consequently
conducted  under  an exemption under Section 4(2) of the Securities Act of 1933.

On  January  25, 1999, the Company issued 40,000 shares of "restricted" (as that
term is defined under Rule 144 of the Securities Act of 1933) Common Stock to an
individual,  in  consideration  for  the  purchase of the 2jauction.com software
valued at $40,000.  The shares were valued at $1.00 per share in accordance with
an  agreement  negotiated  in  December  1998.  The  issuance  was  an  isolated
transaction  not involving a public offering and consequently conducted under an
exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.

On  January  29,  1999,  the Company issued 1,000,000 shares of "restricted" (as
that  term is defined under Rule 144 of the Securities Act of 1933) Common Stock
to an unrelated "accredited"  investor, resulting in net proceeds of  $1,000,000
to the Company.  The issuance was an isolated transaction not involving a public
offering and consequently conducted under an exemption under Section 4(2) of the
Securities  Act  of  1933.

On  January  30, 1999, the Company issued 50,000 shares of "restricted" (as that
term is defined under Rule 144 of the Securities Act of 1933) Common Stock to an
unrelated  "accredited"  investor  in  exchange  for  $25,000  and  consultation
services  valued  at  $25,000.  The  issuance  was  an  isolated transaction not
involving  a public offering and consequently conducted under an exemption under
Section  4(2)  of  the  Securities  Act  of  1933.

On  February 2, 1999, the Company issued 100,000 shares of "restricted" (as that
term  is  defined  under Rule 144 of the Securities Act of 1933) Common Stock to
Thomas  Benjamin,  the  Company's  Vice-President  of  Business  Development  as
employee  compensation  valued  at  $175,000.  The  issuance  was  an  isolated
transaction  not involving a public offering and consequently conducted under an
exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.

On  February  2,  1999, the Company issued 7,500 shares of "restricted" (as that
term  is  defined  under Rule 144 of the Securities Act of 1933) to an unrelated
individual in consideration for certain consultation services rendered valued at
$7,500.  The  issuance  was  an  isolated  transaction  not  involving  a public
offering and consequently conducted under an exemption under Section 4(2) of the
Securities  Act  of  1933.

On  February  2,  1999, the Company issued 5,000 shares of "restricted" (as that
term  is defined under Rule 144 of the Securities Act of 1933) to an employee of
the  Company  as  employee  compensation  valued at $7,500.  The issuance was an
isolated  transaction not involving a public offering and consequently conducted
under  an  exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.

On  February  4,  1999,  the Company issued 1,555,000 shares of "restricted" (as
that  term is defined under Rule 144 of the Securities Act of 1933) Common Stock
to  an  unrelated  accredited  investor,  resulting  in  net  proceeds  of

                                        6
<PAGE>

$1,555,000  to  the  Company.  The  issuance  was  conducted  under an exemption
provided  by  Rule  506  of Regulation D promulgated under the Securities Act of
1933  and  Section  4(2)  of  the  Securities  Act  of  1933.

On March 1, 1999, the Company issued 15,000 shares of "restricted" (as that term
is  defined  under  Rule  144 of the Securities Act of 1933) Common Stock to the
Company's  securities  counsel,  in  consideration  for  legal services rendered
valued  at  $15,000.  The  issuance  was an isolated transaction not involving a
public offering and consequently conducted under an exemption under Section 4(2)
of  the  Securities  Act  of  1933.

On  April  7,  1999, the Company issued an aggregate of 75,000  "restricted" (as
that term is defined under Rule 144 of the Securities Act of 1933) shares of the
Company's  Common Stock in addition to warrants to purchase 125,000 "restricted"
(as that term is defined under Rule 144 of the Securities Act of 1933) shares of
the  Company's  Common  Stock  at  an  exercise  price  of $5.00 to an unrelated
"accredited"  individual, in exchange for certain consultation services rendered
valued  at $535,000.  These issuances were conducted under an exemption provided
by  Section  4(2)  of  the Securities Act of 1933 as well as Rule 506 and 701 of
Regulation  D  promulgated  under  the  Securities  Act  of  1933.

In  April, 1999, the Company completed a private placement offering of 1,280,000
"restricted"  (as  that  term is defined under Rule 144 of the Securities Act of
1933)  shares  of  the Company's Common Stock.  The issuance was offered without
general  solicitation  or advertising under Rule 506 of Regulation D and Section
4(2)  of  the  Securities  Act  of 1933 to unrelated "accredited" investors.  An
aggregate  of  840,000  shares were sold at a price of $1.00.  After such shares
were  sold,  the  Company  amended  its PPM, increasing the price of the offered
shares  to $5.00.  A total of 300,080 shares were sold at a price of $5.00.  The
offering  resulted  in  aggregate  net  proceeds  to the Company of  $2,340,400.

In  August,  1999,  the  Company issued an aggregate of 53,000  "restricted" (as
that term is defined under Rule 144 of the Securities Act of 1933) shares of the
Company's  Common  Stock  at  a  price of $10.00 per share pursuant to a private
offering  of  the  Company's Common Stock commencing on July 12, 1999 (the "July
12,  1999 Private Offering") to four "accredited" investors.  The sales resulted
in aggregate net proceeds to the Company of $530,000.  On September 9, 1999, the
Company  lowered  the  offering  price  of its July 12, 1999 Private Offering to
$5.00  per share.  As a result, 53,000 additional shares of the Company's Common
Stock was issued to the original investors in the July 12, 1999 Private Offering
to lower their net price to $5.00 per share.  The issuances were offered without
general solicitation or advertising to unrelated accredited investors under Rule
506  of  Regulation  D  and  Section  4(2)  of  the  Securities  Act  of  1933.

On  September  1,  1999,  the Company issued 5,000 "restricted" (as that term is
defined  under  Rule  144 of the Securities Act of 1933) shares of the Company's
Common  Stock to the Company's securities counsel in exchange for legal services
rendered  valued  at  $25,000.

On  September  14,  1999, the Company issued 2,500 "restricted" (as that term is
defined  under  Rule  144 of the Securities Act of 1933) shares of the Company's
Common  Stock  to an unrelated consultant of the Company in exchange for certain
consultation  services rendered valued at $26,250.  The issuance was an isolated
transaction  not involving a public offering and consequently conducted under an
exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.

In  September  1999, the Company issued 105,133 shares of "restricted"  (as that
term  is  defined  under  Rule  144 of the Securities Act of 1933) shares of the
Company's  Common  Stock  to  unrelated  third  parties in consideration for the
build-out  of  tenant  improvements  valued  at  $157,700.  The  issuance was an
isolated  transaction not involving a public offering and consequently conducted
under  an  exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.

On  August 23, 1999, the Company issued 141,210 shares of "restricted"  (as that
term  is  defined  under  Rule  144 of the Securities Act of 1933) shares of the
Company's  Common  Stock  pursuant  to  a  "cashless exercise" option previously
issued  to  an  unrelated third-party as part of the Company's reverse merger as
previously  described.  The issuance was an isolated transaction not involving a
public offering and consequently conducted under an exemption under Section 4(2)
of  the  Securities  Act  of  1933.

                                        7
<PAGE>

Beginning  October  1999  through  January  2000,  the  Company issued 4,182,202
"restricted"  (as  that  term is defined under Rule 144 of the Securities Act of
1933)  shares  of  its  Common  Stock  pursuant  to  a  private placement of the
Company's  common  stock  at a price of $1.50 per share, plus 295,186 shares for
offering  costs,  resulting  in  net  proceeds  of  $6,273,303  (the  "October
Offering").  The  issuances  were  offered  without  general  solicitation  or
advertising  under  Rule  506 of Regulation D and Section 4(2) of the Securities
Act  of  1933.  Subsequent  to  the  sale,  the  Company  discovered  that  some
purchasers  of the October Offering resold their shares in possible violation of
the  Securities  Laws.  As  a  result,  certain  purchasers voluntarily returned
shares  (totaling  1,173,574 shares) to the Company.  The Company has made every
effort  to  insure that it complied with all applicable securities laws and that
all  purchasers  of  the  Company's  October Offering received full and adequate
disclosure  regarding  the  Company's  operations.  However,  in  the event that
portions  of the October Offering were deemed to have been made in contradiction
of  the  Securities  Act  of  1933,  as  amended,  the  Company may face certain
contingent  liabilities.

On  October  8,  1999,  the Company issued 300,000 "restricted" (as that term is
defined under Rule 144 of the Securities Act of 1933) shares of its Common Stock
to  an  "accredited"  investor  at  a  price of $3.33 per share resulting in net
proceeds  of $999,000.  The issuance was an isolated transaction not involving a
public offering and consequently conducted under an exemption under Section 4(2)
of  the  Securities  Act  of  1933.

On  October  18,  1999, the Company issued 291,429 "restricted" (as that term is
defined under Rule 144 of the Securities Act of 1933) shares of its Common Stock
to  an  "accredited" unrelated shareholder upon conversion of a convertible note
in  the  amount  of  $500,000  previously  issued.  The issuance was an isolated
transaction  not involving a public offering and consequently conducted under an
exemption  under  Section  4(2)  of  the  Securities  Act  of  1933.

On  October  21,  1999,  the Company issued 30,000 "restricted" (as that term is
defined under Rule 144 of the Securities Act of 1933) shares of its Common Stock
to  an  unrelated  third-party for certain consultation services rendered to the
Company  valued  at  $45,000.  The  issuance  was  an  isolated  transaction not
involving  a public offering and consequently conducted under an exemption under
Section  4(2)  of  the  Securities  Act  of  1933.

On  October  25,  1999,  the  Company sold an additional 1,000,000 shares of the
"restricted"  Common  Stock  of  the  Company  to  an  unaffiliated  accredited
shareholder  of  the Company at a price of $1.00 per share resulting in proceeds
to  the  Company  of  $1,000,000.  The  issuance was an isolated transaction not
involving  a public offering and consequently conducted under an exemption under
Section  4(2)  of  the  Securities  Act  of  1933.

On November 18, 1999, the Company issued 2,000,000 "restricted" (as that term is
defined under Rule 144 of the Securities Act of 1933) shares of its Common Stock
to  an  "accredited"  investor  at  a  price of $1.50 per share resulting in net
proceeds  of $3,000,000.  The issuance was an isolated transaction not involving
a  public  offering  and consequently conducted under an exemption under Section
4(2)  of  the  Securities  Act  of  1933.

On  December  16,  1999, the Company issued 5,000 shares of "restricted (as that
term  is  defined  under  Rule  144 of the Securities Act of 1933) shares of its
Common  Stock  to  an  unrelated  consultant of the Company in consideration for
certain  consultation  services  rendered  valued  at  $52,500.

In  March  2000,  the  Company  initiated  a private offering of up to 7,500,000
shares  of  the  Company's "restricted" Common Stock.  As of April 15, 2000, the
Company  has  sold  580,000  shares  resulting in net proceeds of $580,000.  The
issuances  were offered without general solicitation or advertising to unrelated
accredited  investors  under  Rule  506  of Regulation D and Section 4(2) of the
Securities  Act  of  1933.

On March 8, 2000, the Company issued 12,500 shares of "restricted" (as that term
is  defined  under  Rule  144 of the Securities Act of 1933) Common Stock to the
Company's  securities  counsel,  in  consideration  for legal services valued at
$12,500.  The  issuance  was  an  isolated  transaction  not  involving a public
offering and consequently conducted under an exemption under Section 4(2) of the
Securities  Act  of  1933.

On  March  22,  2000,  the Company issued 75,000 shares of "restricted" (as that
term  is  defined  under Rule 144 of the Securities Act of 1933) Common Stock to
the  Company's  securities  counsel,  in  consideration  for  legal  services

                                        8
<PAGE>

valued  at  $75,000.  The  issuance  was an isolated transaction not involving a
public offering and consequently conducted under an exemption under Section 4(2)
of  the  Securities  Act  of  1933.

ITEM  6.  SELECTED  CONSOLIDATED  FINANCIAL  DATA

Selected  Financial  Data:

As  previously discussed, the Company was originally incorporated under the laws
of  the  State  of  Oklahoma on December 2, 1992 as S.K.B. Design, Inc.  Between
1992  to  1996,  the  Company  was  inactive.  On  October  1, 1996, the Company
acquired certain technology and assets with the intention of developing a cd-rom
based  multimedia  yearbook  product.  On December 22, 1997, the Company changed
its name to CD-Rom Yearbook Company, Inc. to reflect its new business plan.  Due
to  certain  technical  and  market difficulties, the business of CD-Rom did not
develop as expected.  As a result, the Company ceased its operations in the fall
of  1998  and  began  a  search for new business opportunities.  On December 22,
1998, CD-Rom acquired all of the outstanding common stock of 2TheMart-Nevada, in
a business combination described as a "reverse merger."  Selected financial data
has  been  included for the period December 22, 1998 (inception) to December 31,
1999.

The  following  table  contains  selected  financial  data of the Company and is
qualified  by  the  more  detailed  financial  statements  and the notes thereto
provided  in  this  Form  10-K.  The  financial  data  as  of and for the period
December  22,  1998  (inception) to December 31, 1999, has been derived from the
Company's financial statements, which statements were audited by Corbin & Wertz.

                                      For the Period December
                                      22, 1998 (inception) to
                                      December 31, 1999 or as
Selected Financial Data               of December 31, 1999
------------------------------------  -------------------------

Net Sales and Interest Income               $          117,030
Net Loss                                    $       (9,655,722)
Net Loss per Basic and Diluted Share        $            (0.40)
Total Assets                                $       16,076,528
Short-term Note Payable                     $        1,775,000
Stockholders' Equity                        $       12,024,905


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

After CD-Rom's merger with 2TheMart-Nevada, as previously discussed, the Company
discontinued  its prior business plan and implemented in its place the Company's
current business plan to develop and launch an e-commerce Web site to facilitate
transactions  between  businesses  and  consumers  and  between  consumers  and
consumers.  Between  December  22, 1998 and January 8, 1999, 2TheMart-Nevada had
no  activity  of  any  significance including capital transactions and operating
activities.  Accordingly,  separate financial statements as of December 31, 1998
were  not considered necessary, and therefore, this discussion and analysis will
focus  on  the  Company's  current  business  plan  and  operations.

During  the period from December 22, 1998 (inception) through December 31, 1999,
the  Company  had  no substantive revenues from its operations because it was in
the  development stages and recently launched its e-commerce Web site.  However,
the  Company earned approximately $117,000 on interest on short-term investments
from  cash  raised  during 1999.  The Company incurred expenses of approximately
$9.8  million consisting primarily of payroll and related compensation, non-cash
stock  and  option  issuances,  professional  fees  and  marketing  expenses.

                                        9
<PAGE>

Plan  of  Operations  for  the  Twelve  Months  Ending  December  31,  2000.

On  April  14,  2000,  the  Company  entered  into  an  Agreement  and  Plan  of
Reorganization  between  the Company, its wholly owned subsidiary, 2TheMart.com,
Inc.,  a  Delaware  Corporation formed solely for the purpose of reincorporating
the  Company  in the state of Delaware ("2TMD"), GoToWorld.com, Inc., a Delaware
Corporation  ("GTW"),  and  GoToWorld's  parent  company  Languageforce, Inc., a
Colorado  Corporation ("LanguageForce"), whereby the Company will merge with and
into  2TMD,  with  2TMD being the surviving Company.  Pursuant to the agreement,
all  of the Company's common stock will be exchanged for shares of 2TMD on a one
for  one basis.  As a result, the Company will effectuate a reincorporation from
an  Oklahoma corporation into a Delaware corporation.  Immediately subsequent to
the  Company's  merger  with  2TMD,  GTW will merge with and into the subsequent
combined company, now 2TMD.  Pursuant to the agreement, all of the shares of GTW
will  be  exchanged  for  52,930,931  shares  of  the  common stock of 2TMD in a
business  combination described as a "reverse merger."  Subsequent to the merger
of  GTW into 2TMD, 2TMD will change its name to "GotoWorld.com, Inc."  Under the
terms  of  the  agreement,  Ian  S.  Simpson  shall  become the President, Chief
Executive Officer and Chairman of the Board of the surviving corporation; Steven
W.  Rebeil,  the Company's current Chairman of the Board, will relinquish all of
his  positions with the Company.  The closing of the agreement and effectiveness
of  the  proposed mergers is subject to shareholder approval of both Company and
GTW.

In contemplation of the proposed merger with GTW, the Company plans to integrate
GTW's  and  2TM's  business  plans.  GTW is a global communications and commerce
super  portal.  Its  plan  of  operations  is  to  become  the  gateway  to  the
business-to-business world markets.  GTW's business solutions and services to be
provided  will  include  the  ability  to  instantly communicate between over 14
different  languages  with  its  Universal  Translator  technology licensed from
LanguageForce,  Inc., GTW's former parent company.  This technology allows total
access  to  the  world's  products  and  services  without  language  barriers.

GTW's  innovative  advertising vehicles of Get Paid to Surf , Get Paid to Shop ,
and  Get  Paid to Chat , currently bring millions of visitors and members to its
global  super  portal.  These  visitors  and  members  have access to the global
markets  through  new  services  to  be provided as a result of the acquisition.
Those  services  are  expected  to  include a worldwide business-to-business and
business-to-consumer  directory-in  localized  languages;  B2B  and  B2C auction
services;  B2B  and  B2C e-commerce store front hosting and services; as well as
additional  business  solutions.

GTW  plans  to  aggressively  roll  out its international expansion of localized
content  specific  super  portals  in  over  10  countries utilizing its instant
translation  capabilities in Chinese, Japanese, French, German, Korean, Spanish,
Italian,  Portugese,  Swedish  and  Danish.

Complete  details  regarding  the  Company's  proposed  merger  and the business
operations  of  GTW  will  be  disclosed  in  the  Company's  Schedule 14A Proxy
Statement  ("Proxy  Statement")  to  be  filed  shortly.  Upon  clearance by the
Securities and Exchange Commission, the Proxy Statement will be forwarded to all
shareholders  of  the Company.  All eligible shareholders of the Company as of a
record  date  (to  be  determined  in  the  Proxy  Statement)  will be given the
opportunity  to  vote  on  the  proposed merger at the Company's upcoming annual
shareholder's  meeting.

In  the event that the Company's proposed merger with GTW is not accomplished as
planned,  the  Company intends on continuing with the development of its current
e-commerce  Web  site.

Liquidity

Net cash used in operating activities was $6.2 million, due primarily to the net
loss  of  $9.7  million  offset  by  non-cash compensation expense for stock and
options,  and  an  increase in accounts payable and current liabilities totaling
$1.2  million  and  $2.2  million,  respectively.

Cash  used  in  investing  activities  was $11.3 million, due to the purchase of
computer  hardware  and  development  of  software.

                                       10
<PAGE>

Cash  provided  by financing activities was $20 million that was due to the sale
of common stock and proceeds from the issuance of notes payable partially offset
primarily  by  the  repayment  of  a  note  payable totaling $17.7 million, $2.7
million  and  $0.3 million, respectively.  Additionally, a note payable totaling
$0.5  million  was  converted  into  291,429  shares  of common stock and a $2.0
million  note  payable  was  forgiven  by  the  Chief  Executive  Officer.

On  November  18,  1999,  the  Company  entered into a payment agreement for the
satisfaction of the remaining amounts owed for the Company's Web site as well as
additional services provided by IBM relating to the Web site.   The Company will
pay  IBM  approximately  $1.8 million plus interest at a rate of 13.5% per annum
compounded  monthly  beginning  November  1,  1999,  to  be paid in twelve equal
monthly  payments  of  principal  and interest totaling $162,552, with the first
payment  due  on  January  31,  2000.  The  Company has withheld payments to IBM
beginning  March  2000  pending  resolution of product quality and repair issues
regarding  the  Company's  Web  site.

Lack  of  Profitability,  Potential  Losses

From  its inception in December 1998, through December 31, 1999, the Company has
experienced aggregate losses of $9,655,722.  Results of operations in the future
will  be  influenced by numerous factors including, among others, expansion, the
Company's  ability  to  drive  traffic  to  its web site, to attract affiliates,
provide  superior  customer service and retain qualified personnel.  The Company
may incur problems, delays, expenses, and difficulties during this stage, any of
which  may  be beyond the Company's control.  These include, but are not limited
to,  unanticipated  regulatory  compliance,  marketing  problems  and  intense
competition  that  may exceed current estimates.  There is no assurance that the
Company  will  ever  operate  profitably.

Additionally, the Company's financial statements have been prepared on the basis
of a going concern, which contemplates the realization of assets and liquidation
of  liabilities  in  the  normal  course  of  business.  The Company had not yet
generated  revenues  from  Web  site  operations  and, at December 31, 1999, had
accumulated  a  deficit  from  its  operating  activities.  Continuation  of the
Company  as  a  going  concern  is dependent upon, among other things, obtaining
additional  capital,  meeting  other  obligations  under  various agreements and
achieving  satisfactory  levels  of  profitable operations.  These factors raise
substantial  doubt  about  the Company's ability to continue as a going concern.

As  of  April  30,  2000, the Company had $262,109 in cash and cash equivalents.
However,  $220,000  is "restricted" cash in the form of certificates of deposits
securing  existing  lines  of  credit.  The  Company  does  not  currently  have
sufficient  funds  to  meet  its  operating  expenses.  In  contemplation of its
proposed  merger,  the  Company  has  ceased its capital raising efforts and has
taken its Web site off line.  Pursuant to an Interim Operating Agreement between
the  Company  and  GTW  effective  April  19,  2000,  GTW has agreed to fund the
Company's  daily  operating  expenses  pending  completion  of  the  merger,  as
previously  discussed.

Capital  Expenditures

The  Company  contracted  with  IBM to acquire hardware and software for its Web
site operations and corporate infrastructure and the development of its Web site
in  the  amount  of  approximately  $11.0  million  of which $7.9 million is for
hardware  and  software  and  $3.1  million  is for Web site development.  As of
November  19,  1999  the  Company  has  paid $9.2 million of its obligation.  On
November 18, 1999, the Company entered into a payment agreement with IBM whereby
the  Company  will pay the remaining amounts owed for its Web site in 12 monthly
payments  beginning  January 31, 2000.  The Company has withheld payments to IBM
beginning  March  2000  pending  resolution of product quality and repair issues
regarding  the  Company's  Web  site.

The  Company  is  also  required  to  pay for the space that it has secured with
Exodus  at  Exodus'  Sterling,  Virginia  data center for the Company's Internet
connectivity.  The  Company's  minimum  expected  monthly  obligation  to Exodus
pursuant  to its contract is approximately $78,000, which may increase depending
on the Company's bandwidth usage.  At December 31, 1999, the Company owes Exodus
approximately  $286,000.  The  Company  has  also  contracted with Ciber for the
implementation and specific coding projects of the Company's back-end accounting
and  billing  software.  The Company currently owes Ciber approximately $332,000
for  the  completion of its work.  Additionally, the Company has contracted with
Lawson  to  license  the  use of Lawson's accounting software system.  Under the
terms  of  the  agreement  with  Lawson,  the  Company paid Lawson approximately
$129,000  with  $300,000

                                       11
<PAGE>

due  in  monthly payments of $100,000 beginning January 2000, and has the option
of  either  paying a one time flat fee to Lawson on May 1, 2000 in the amount of
$573,070  or  a  fee  based on a percentage of the Company's revenue.  Under the
terms  of  the agreement, the Company is required to pay Lawson $30,000 upon the
Company  reaching  $50  million  in  revenue.

The  Company is currently in discussions with IBM, Exodus, Ciber, and Lawson for
the satisfaction of the amounts due IBM, Exodus, Ciber, and Lawson.  The Company
does  not currently have sufficient funds to meet those commitments.  Failure to
successfully  negotiate  a  reduction  of  the  amounts  due or failure to raise
additional  funding  to  meet those expenditures would have a materially adverse
effect  on  the  Company's  operations.

Results  of  Operations

The  Company  has  not  realized  any  material  operating  revenue  to  date.
Additionally,  the  Company  does  not expect any material increase in operating
revenues  until  after  the  Company begins aggressively marketing the Web site.
Since the Company has no historical operating revenues to gauge future operating
revenues upon, it is uncertain as to what level of revenues, if any, the Company
may  achieve  from  its  Web  operations.

As  a  result of the development stage nature of the Company's prior operations,
the  Company  is  not  reporting  any impact on its operations from inflation or
changing  prices.

Quantitative  and  Qualitative  Disclosures  About  Market  Risk

The  Company is not exposed to material risk based on interest rate fluctuation,
exchange  rate  fluctuation,  or  commodity  price  fluctuation.

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

The  financial  statements and related reports of independent auditors listed in
the  accompanying  index  are  filed  as  part  of  this  report.  See "Index to
Financial  Statements"  on  page  F-1.

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

Deloitte  &  Touche  LLP was engaged to audit the financial statements of CD-Rom
Yearbook  Company for the years ended December 31, 1997 and 1998.  In July 1999,
Deloitte  &  Touche  LLP  resigned  from  such  engagement  prior to issuing any
reports.  There  were  no  disagreements  of the type required to be reported by
this  Item  14  between  Deloitte  & Touche LLP and the CD-Rom Yearbook Company.

Subsequently,  on  August  10,  1999, the Company retained the services of Grant
Thornton  LLP  ("GT"),  Certified Public Accountants to audit its 1999 financial
statements,  at  which  time  the  Company determined that audited financials of
CD-Rom  Yearbook  Company  was  not  required  for its Form 10 filing but rather
audited  financials  of  the  combined entity for the period ended June 30, 1999
were  required.

On  March  22, 2000, the Company received correspondence from GT stating that GT
had  resigned  as  independent accountants for the Company as of March 17, 2000.
The  resignation of GT was not approved by the Company's Board of Directors.  In
resigning,  GT cited the following reportable events (the "Reportable  Events"):

1.     That  during  the period in which GT was engaged as independent auditors,
GT  noted  certain events or circumstances that led it to conclude that it would
no  longer  be  able  to  rely  on  management's  representations;  and

2.     That  GT  believes  that  the  Company  does  not  have adequate internal
controls  or  the  appropriate  level  of management or board oversight over the
Company's  policies  and  practices.

The  Company  has  authorized  GT  to respond fully to any successor independent
accounting firm regarding the Reportable Events and GT's resignation as auditors
of  the  Company.

                                       12
<PAGE>

GT had served as the Company's independent accountant and had previously audited
and  issued a report dated August 24, 1999 on the Company's financial statements
for the period from December 22, 1998 (inception) to June 30, 1999.  To the best
of the Company's knowledge, there were no disagreements with GT on any matter of
accounting  principles  or practices, financial statement disclosure or auditing
scope  or  procedure, which disagreement, if not resolved to the satisfaction of
GT,  would  have  caused  GT  to  make  reference  to  the subject matter of the
disagreement  in  its  report.

The Company's Board of Directors is presently conducting an investigation of the
Company's  policies  and  procedures  and  is  in  the  process  of implementing
additional  internal  controls in order to ensure the integrity of the Company's
policies  and  procedures.  Additionally,  Dominic J. Magliarditi, the Company's
President,  Chief  Operating  Officer, Secretary, Chief Financial Officer, and a
member  of its Board of Directors has relinquished all of his positions with the
Company  effective  March  28,  2000.  The  Company  is  also currently actively
recruiting  additional  officers  and  board  members.

In  connection  with its proposed merger with GoToWorld.com, Inc., ("GoToWorld")
the  Company  has agreed to appoint Ian S. Simpson, GoToWorld's current Chairman
of the Board and Chief Executive Officer, as the merged Company's CEO, Chairman,
and  member  of  its  board of directors.  The Company believes that the changes
already  effectuated  as  well  as the changes in management contemplated in its
proposed  merger  with GoToWorld will substantially resolve the issues raised by
GT.

Management  of  the  Company  believes  that the Company's internal controls are
adequate and that management's representations can be relied on by the Company's
auditors.

On  March 23, 2000, the Company's Board of Directors approved the appointment of
and  formally  engaged,  the  firm  of  Corbin & Wertz ("C&W"), as the Company's
principal  accountant.  Thereupon,  C&W  began  auditing the Company's financial
statements  for  the fiscal year ended December 31, 1999.  As part of the audit,
C&W  will  review  the  Company's  internal  control  policies  and  procedures.

From  the  period  from  December  22,  1998  (inception)  to June 30, 1999, and
subsequent  interim period, prior to engaging C&W, the Company has not consulted
C&W regarding either (i) the application of accounting principles to a specified
transaction,  either  completed  or  proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter that
was  either  the  subject  of  a  disagreement  or  a  reportable  event.

                                       13
<PAGE>

                                    PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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

The  directors  and  executive officers of the Company as of May 1, 2000, are as
follows:

     Name                Age     Position(s)
--------------------------------------------------------------------------------

Steven  W.  Rebeil       37     Chairman of the Board of Directors, Director

Thomas  N.  Benjamin     35     Vice President of Strategic Planning & Analysis

STEVEN  W.  REBEIL  has  served  as  Chairman of the Board and a Director of the
Company  since  January  1999.  Mr.  Rebeil  was  formerly  the  Company's Chief
Executive  Officer  and  Chairman  of the Board in 1999. Mr. Rebeil has been the
principal  shareholder and Chairman of the Board of Directors of Gem Development
Company,  a real estate development company.  From 1994 to 1997, Mr. Rebeil, was
a principal and officer of Gem Gaming, Inc., which designed and  developed hotel
projects.  From  1989  to  1996,  Mr.  Rebeil was a principal and officer of Gem
Homes,  Inc.,  a  Las  Vegas,  Nevada  developer  of  residential  real  estate
properties.  Between  1982  to  1989,  Mr.  Rebeil  founded  and  managed  R&R
Landscaping,  Inc.,  a  Las  Vegas  area  landscape maintenance and construction
company.

THOMAS  N.  BENJAMIN  has  served  as  the Company's Vice President of Strategic
Planning  and  Analysis  since August 1999 and prior to that, the Company's Vice
President  of  Business  Development from January 1999 to July 1999.   From July
1995  to  December  1998  Mr.  Benjamin  worked as a consultant for a variety of
companies  advising  clients  on  issues ranging from technological intellectual
property  to real estate development.  Between  January 1994 and April 1995, Mr.
Benjamin worked for SpecTron Communications Corporation as its Vice President of
Operations which developed credit card activated wireless phones.  From February
1990  to  December  1993, Mr. Benjamin worked for The Clifford Companies, a real
estate  management and restructuring company, where he last held the position of
Vice  President  and  Regional  Manager.

2TheMart  is  presently  seeking  additional  management  and  directors.

ITEM  11.  EXECUTIVE  COMPENSATION

The  Summary  Compensation  Table  shows  certain  compensation  information for
services rendered in all capacities for the period December 22, 1998 (inception)
to  December  31,  1999.  Other than as set forth herein, no executive officer's
salary  and  bonus  exceeded  $100,000 in the period.  The following information
includes  the  dollar  value of base salaries, bonus awards, the number of stock
options  granted  and  certain  other  compensation,  if  any,  whether  paid or
deferred.


                                       14
<PAGE>

<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE

                             Annual Compensation                              Long Term Compensation
                             -------------------                              -----------------------
                                                                          Awards                     Payouts
                                                                          ------                     -------
                                                                        RESTRICTED SECURITIES
NAME AND                                                   OTHER ANNUAL   STOCK    UNDERLYING    LTIP      ALL OTHER
PRINCIPAL                           SALARY        BONUS    COMPENSATION   AWARDS    OPTIONS     PAYOUTS   COMPENSATION
POSITION               YEAR          ($)           ($)         ($)         ($)        (#)         ($)          ($)
-----------------  ------------  -----------  -------------  --------  ----------   --------  ---------    ------------
<S>                    <C>           <C>           <C>         <C>         <C>        <C>         <C>          <C>
Dominic                1999        159,036         -0-         -0-         -0-        -0-         -0-          -0-
J. Magliarditi
(Former
President, COO,
Secretary, and
CFO)

Steven W.              1999        153,267         -0-         -0-         -0-        -0-         -0-          -0-
Rebeil
(Chairman of the
Board and
former CEO)

Thomas N.              1999         94,423         -0-         -0-       175,000    300,000       -0-          -0-
Benjamin
(V.P. of
Strategic
Planning and
Analysis)

Robert Allende         1999        124,904         -0-         -0-         -0-      110,000       -0-          -0-
(Former Chief
Technology
Officer)

Mark Rosenberg         1999         71,539         -0-         -0-         -0-      125,000       -0-        23,368
(Former V.P. of
Marketing
and Sales)
</TABLE>



<TABLE>
<CAPTION>

                            OPTION GRANTS FOR PERIOD
               DECEMBER 22, 1998 (INCEPTION) TO DECEMBER 31, 1999
                              (INDIVIDUAL  GRANTS)

                         NUMBER OF    PERCENT
                         SECURITIES   OF TOTAL
                         UNDERLYING   OPTIONS
                         OPTIONS      GRANTED    EXERCISE   GRANT DATE
                         GRANTED      TO ALL     PRICE      EXPIRATION  PRESENT VALUE
NAME                       (#)        EMPLOYEES  ($/SH)         DATE           ($)
<S>                      <C>          <C>        <C>          <C>            <C>

Dominic J. Magliarditi           -0-  n/a        n/a          n/a            n/a

Steve W. Rebeil                  -0-  n/a        n/a          n/a            n/a

Thomas N. Benjamin(2)        110,000  39%        3.00      9/1/05         975,000

Robert Allende(3)            360,000  14%    2.375/5.00  10/19/00         675,000

Mark Rosenberg(1)            125,000  16%        5.00    03/24/00         2,000,000

</TABLE>


(1)     Represents  vested  options  to  acquire  12,500 shares of the Company's
common  stock  at  an  exercise  price of $5.00 per share and 112,500 options to
acquire  shares  of the Company's common stock at an exercise price of $5.00 per
share  vesting  over  a  period  of  four years beginning on November 7, 1999 in
accordance with Mr. Rosenberg's employment offer letter.  On September 24, 1999,
Mr.  Rosenberg  resigned  his  position  as  the Vice-President of Marketing and
Sales.  Under  the  terms of his employment offer letter, all non vested options
(112,500)  were  immediately  cancelled.  In addition, the 12,500 vested options
must  be  exercised  by  Mr.  Rosenberg  within  six  months  of Mr. Rosenberg's
termination  of  employment.

(2)     Represents  vested  options  to  acquire 150,000 shares of the Company's
common  stock  at  an  exercise  price of $3.00 per share and 150,000 options to
acquire  shares  of the Company's common stock at an exercise price of $3.00 per
share  which  vest  over  a  period of two years beginning September 1, 2000, in
accordance  with  Mr. Benjamin's employment offer letter.  Pursuant to the terms
of  Mr.  Benjamin's offer letter, all 300,000 options will automatically vest as
of  the  closing of the Company's proposed merger with GoToWorld.com, Inc.  Does
not  include options to purchase 200,000 shares of the Company's common stock at
an exercise price of $4.75 issued pursuant to the Company's 2000 Stock Incentive
Plan  which  vest  over  a  period of four years.  Pursuant to a decision of the
Board  of  Directors,  25%  (50,000  options) vest upon closing of the Company's
merger  with  GoToWorld.com.

(3)     Represents  vested  options  to  acquire  25,000 shares of the Company's
common  stock  at  an  exercise price of $5.00; vested options to acquire 11,667
shares  of  the  Company's  common  stock at an exercise price of $2.375; 50,000
options  to acquire shares of the Company's common stock at an exercise price of
$5.00  per  share vesting over a period of three years beginning on February 14,
2001  in  accordance  with  Mr.  Allende's  employment  offer letter; and 23,333
options  to acquire shares of the Company's common stock at an exercise price of
$2.375  per share vesting over two years beginning on October 6, 1999.  Does not
include  250,000  options  to acquire shares of the Company's common stock at an
exercise price of $4.75 vesting over four years issued pursuant to the Company's
2000  Stock  Incentive Plan in fiscal 2000.  The Company laid off Mr. Allende on
April  19,  2000  as  a  result  of  its planned merger with GoToWorld.com, Inc.
Consequently,  all  75,000  options to purchase the Company's Common stock at an
exercise  price  of  $5.00 per share are deemed automatically vested pursuant to
Mr.  Allende's  employment  letter.  The  remaining  unvested  23,333 options at
$2.375 and 250,000 options issued pursuant to the Company's stock incentive plan
automatically  expired and are deemed cancelled due to Mr. Allende's termination
except  for  25%  of  the  options  issued  under  the 2000 Stock Incentive Plan
(62,500)  which  were  vested  by a decision of the Board of Directors as to all
employees  as  a  result  of  the  Company's  proposed  merger.


                                       15
<PAGE>

<TABLE>
<CAPTION>


                                                  OPTION EXERCISES FOR PERIOD
                                      DECEMBER 22, 1998 (INCEPTION) TO DECEMBER 31, 1999
                                           AND OPTION VALUES AS OF DECEMBER 31, 1999

                           SHARES                  NUMBER OF UNEXERCISED SECURITIES   VALUE OF UNEXERCISED
                        ACQUIRED ON                             UNDERLYING OPTIONS         IN-THE-MONEY OPTIONS
                         EXERCISE      VALUE REALIZED     AT DECEMBER 31, 1999       AT DECEMBER 31, 1999 ($)
NAME                        (#)             ($)         EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
----------------------  ------------  ---------------  -------------------------   --------------------------
<S>                         <C>             <C>                   <C>                        <C>

Dominic J. Magliarditi      n/a             n/a                   n/a                        n/a

Steve W. Rebeil             n/a             n/a                   n/a                        n/a

Thomas N. Benjamin          -0-             -0-             150,000/150,000             581,250/581,250

Robert Allende              -0-             -0-              36,667/73,333              99,375/198,750

Mark Rosenberg              -0-             -0-                12,500/0                       0/0

</TABLE>

COMPENSATION  ARRANGEMENTS

On  September  3, 1999, the Company entered into an employment offer letter with
Thomas  N.  Benjamin,  the  Company's  Vice-President  of  Strategic  Planning &
Analysis,  whereby  the  Company  will  pay  Mr.  Benjamin  an  annual salary of
$125,000.  Pursuant  to  the  letter,  Mr. Benjamin's annual salary increased to
$150,000  on  January  1, 2000.  The letter also requires the Company to provide
health  benefits  to  Mr.  Benjamin and his family and to allow Mr. Benjamin the
opportunity  to  participate in the Company's retirement, stock option and bonus
plans  as  they  may  be  established.  Under  the  letter,  in  the  event of a
termination of Mr. Benjamin's employment with the Company for reasons other than
cause,  Mr.  Benjamin  will  also  be  entitled to receive his base salary for a
period  of twelve months after termination.  Pursuant to the letter, the Company
has also agreed to grant options for up to 300,000 shares of common stock of the
Company  at  an exercise price of $3.00 with 150,000 options vesting immediately
and  the  remainder  over  a  period  of  two  years.

On  March  6,  1999,  the  Company  entered into an employment offer letter with
Robert Allende, the Company's Chief Technology Officer, whereby the Company will
pay  Mr.  Allende  an  annual  salary  of $125,000.  Pursuant to the letter, Mr.
Allende's  salary  increased  to $150,000 on September 1, 1999.  On December 31,
1999,  the Company, under the letter, paid Mr. Allende $12,500.  Pursuant to the
letter,  the Company has also agreed to grant options for up to 50,000 shares of
common  stock  of  the  Company  to be granted at the discretion of the Board of
Directors  of  the  Company on the first anniversary of Mr. Allende's employment
with  the  Company.  Additionally,  the  letter  granted  Mr. Allende options to
purchase  up to 75,000 shares of the Company's common stock at an exercise price
of  $5.00  per  share,  vesting  over  a period of three years.  The letter also
requires  the  Company  to provide health benefits to Mr. Allende and his family
and  to  allow  Mr.  Allende  the  opportunity  to  participate in the Company's
retirement,  stock  option and bonus plans as they may be established.  On April
19,  2000,  the  Company  laid-off Mr. Allende as a result of its planned merger
with  GoToWorld.com,  Inc.  Pursuant to his employment offer letter, the Company
is  obligated  to continue paying Mr. Allende his regular salary for a period of
three  months  from  the  date  of  his  termination.

COMPENSATION  OF  DIRECTORS

Directors  currently  receive  no  cash  compensation for their services in that
capacity.  Reasonable  out-of-pocket  expenses may be reimbursed to directors in
connection  with  attendance  at  meetings.

BOARD  INTERLOCKS  AND  INSIDER  PARTICIPATION

Mr.  Rebeil  currently  serves  as  an  officer  and director of the Company and
participates in the deliberations of the Company's Board of Directors concerning
executive  officer  compensation.

BOARD  COMPENSATION  REPORT  ON  EXECUTIVE  COMPENSATION

Compensation  for  the Company's Chief Executive Officer and other executives is
determined  by  the  full  board  of  directors  which currently consists of Mr.
Rebeil.  As  the  Company  is  a  development  stage  company  with little or no
historical  performance  information,  the Company determined the initial year's
compensation  for  its  CEO  and executive officers with reference to comparable
compensation  granted to executive officers of similar companies in the Internet
and  high  technology  field.

2000  STOCK  INCENTIVE  PLAN
On  February  14,  2000,  the  Company's  Board  of  Directors  approved  the
2TheMart.com, Inc.'s 2000 Stock Incentive Plan (the "Plan").  Under the terms of
the  Plan,  a  Committee established by the Board of Directors (the "Committee")
has  the sole authority to determine which of the eligible persons shall receive
awards  pursuant  to  the  Plan.  The  Plan authorizes the Committee to award to
eligible  individuals,  Stock  Options,  Stock  Appreciation  Rights, Restricted
Stock,  Stock  Bonuses,  or  Performance Share Awards (the "Awards").  Under the
Plan,  the  number  of  shares  underlying  such  Awards,  and  other  terms and

                                       16
<PAGE>
number  of  shares underlying such Awards, and other terms and conditions of the
Awards  granted  under  the  Plan  are  subject  to  the  sole discretion of the
Committee  to the extent they do not conflict with the terms of the Plan.  Up to
20%  of  the  common  stock  the Company outstanding as of February 14, 2000 and
increasing  20% of any subsequent additional increases in the outstanding common
stock  of  the  Company  up  to a maximum of 15,000,000 shares, are reserved for
issuance under the Plan.  As of March 31, the Company had issued options for the
purchase of an aggregate of 1,862,110 shares of the Company's common stock under
the  Plan  to 73 employees of the Company.  Additionally, options to purchase an
aggregate  of  759,930  shares  of  the Company's common stock were issued to 67
employees  of the Company prior to the adoption of the Plan and are not included
thereby.

Pursuant to the Plan, in the event of an acquisition, merger, or other change in
the Company's control, all awards issued under the Plan automatically vest as to
existing  and recently terminated employees except where otherwise determined by
the Company's Board of Directors.  With regards to the Company's proposed merger
with GoToWorld.com, Inc, the Company's Board of Directors has determined to vest
25%  of  all  outstanding  awards  under  the  Plan.

Approval  and  ratification of the Plan will require the affirmative vote of the
holders  of  a  majority of the outstanding shares of the Company's common stock
present  or  represented  and  voting at the Company's 2000 annual shareholder's
meeting.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following table sets forth, as of March 31, 2000 , certain information with
respect  to  the  number  of  shares of common stock of the Company beneficially
owned by (i) each officer and director of the Company; (ii) each person known to
beneficially  own  more  than  5%  of  the Company's common stock; and (iii) all
directors  and executive officers as a group.  The Company has no other class of
stock  outstanding.

<TABLE>
<CAPTION>




Name and Address of                                                            Percent of
Beneficial Owners and Management                 Number of Shares          Shares of Common Stock
-----------------------------------------------  ------------------------  ----------------------
<S>                                              <C>                             <C>

Steven W. Rebeil(1)
18301 Von Karman Avenue, 7th Floor
Irvine, California 92612                                       10,400,000         33.73%

Dominic J. Magliarditi(2)
18301 Von Karman Avenue, 7th Floor
Irvine, California 92612                                        3,545,000         11.50%

Thomas N. Benjamin(3)
18301 Von Karman Avenue, 7th Floor
Irvine, California 92612                                          250,000            <1%

Net Investments Inc.
6200 Cleveland Drive
Cleveland Ohio, 44135                                           4,519,200         14.72%

All directors and officers as a group (2 total)                14,244,666         46.20%
</TABLE>


(1)     Denotes shares beneficially owned by Mr. Rebeil but held of record by PZ
Holdings,  Limited.  Mr.  Rebeil is the general partner of PZ Holdings, Limited.

(2)     Denotes  shares  beneficially  owned  by  Mr. Magliarditi (the Company's
former  President,  COO,  Secretary and CFO) but held of record by DFM Holdings,
Ltd.  Mr.  Magliarditi  is  a  general  partner  of  DFM  Holdings, Limited.  On
November  18,  1999  and in connection with the additional capital raised by the
Company  through its recent stock sales, Mr. Magliarditi contributed 2.9 million
shares  of  common  stock  back  to  the  Company.

(3)     Includes  vested  options  to  acquire  150,000  shares of the Company's
common  stock  at  an  exercise  price  of $3.00 per share.  Does not include an
aggregate  of 150,000 options to acquire shares of the Company's common stock at
an  exercise  price  of  $3.00  per  share  vesting  over  a period of two years
beginning  September 1, 2000, in accordance with Mr. Benjamin's employment offer
letter.  Pursuant  to  the  terms  of  Mr.  Benjamin's offer letter, all 300,000
options  will  automatically  vest  as  of the closing of the Company's proposed
merger  with  GoToWorld.com,  Inc.  In  addition,  50,000 options granted to Mr.
Benjamin  pursuant  to  the  2000  Stock  Incentive  Plan vest upon close of the
Company's  merger  with  GoToWorld.com,  Inc


The  Company  believes  that  the  beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the  Securities  and  Exchange  Commission  and  generally  includes  voting  or

                                       17
<PAGE>

investment  power with respect to securities.  Shares of common stock subject to
options  or  warrants  currently exercisable, or exercisable within 60 days, are
deemed  outstanding  for  purposes  of  computing  the  percentage of the person
holding such options or warrants, but are not deemed outstanding for purposes of
computing  the  percentage  of  any  other  person.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

On  November  18, 1999, Dominic J. Magliarditi, the Company's then President and
Chief Operating Officer agreed to contribute 2.9 million shares of the Company's
common  stock  back  to the Company's treasury at the request of other potential
investors.  Consequently,  these  shares  were  cancelled  and  returned  to the
Company's  treasury.

On  May  2,  2000,  the Company entered into a short-term note with PZ Holdings,
Ltd.,  a  limited  partnership  controlled  by  Steven  W. Rebeil, the Company's
Chairman  and  sole  director  for  $15,000.  Under  the  terms of the note, the
Company  is obligated to repay the principal amount of $15,000 plus one interest
payment equal to 10%. upon demand by the holder  The amounts owed under the note
is  secured  by  the  Company's  assets.

On  May  2,  2000, the Company entered into a short-term note with DFM Holdings,
Ltd.,  a limited partnership controlled by Dominic J. Magliarditi, the Company's
former  President,  COO,  CFO, Secretary, and a director for $15,000.  Under the
terms  of  the  note,  the Company is obligated to repay the principal amount of
$15,000  plus  one interest payment equal to 10% upon demand by the holder.  The
amounts  owed  under  the  note  is  secured  by  the  Company's  assets.

                                       18
<PAGE>

                                     PART IV

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

(a)(1  and  2)  FINANCIAL  STATEMENTS  AND  FINANCIAL  STATEMENT  SCHEDULES

The financial statements listed in the Index to Financial Statements on Page F-1
of  this  report  are  filed  as  part  of  this  report.

(a)(3)  EXHIBITS

                                INDEX TO EXHIBITS

EXHIBIT  NUMBER

     2.1*          Reorganization  and  Stock  Purchase Agreement dated December
                   22,  1998

     2.2           Agreement  and  Plan  of  Reorganization dated April 14, 2000

     3.1*          Articles  of  Incorporation

     3.2*          Amended  Articles  of  Incorporation, filed with the Oklahoma
                   Secretary of State on December 22, 1997

     3.3*          Certificate  of  Merger, filed with the Oklahoma Secretary of
                   State  on  January  8,  1999.

     3.4*          Amended  Articles  of  Incorporation, filed with the Oklahoma
                   Secretary  of  State  on  February  16,  1999

     3.5*          Bylaws  of  the  Company

     10.1*         Lease  by  and  between  Cruttenden Roth Incorporated and K23
                   LP,  assigned  to  2TheMart.com,  Inc.  relating to  property
                   located  at 18500 Von Karman Avenue, Suite 120,  Irvine,   CA
                   92715.

     10.2*         Contract  dated  February  3,  1999  and  May 28, 1999 by and
                   between   2TheMart.com,  Inc.  and   International   Business
                   Machines,  Inc.

     10.3*         Contract  dated  April 29, 1999 by  and between 2TheMart.com,
                   Inc.  and  Exodus  Communications,  Inc.

     10.4*         Employment  agreement  by and between 2TheMart.com, Inc. and
                   Steven  W.  Rebeil  dated  February  1,  1999

     10.5*         Employment  agreement  by and between 2TheMart.com, Inc. and
                   Dominic  J.  Magliarditi  dated  February  1,  1999

     10.6*         Employment  agreement  by and between 2TheMart.com, Inc. and
                   Robert  Allende  dated  March  6,  1999

     10.7*         Employment  agreement  by and between 2TheMart.com, Inc. and
                   Mark  Rosenberg  dated  May  7,  1999

     10.8*         Agreement  between  mPRm,  Inc. and 2TheMart.com, Inc. dated
                   June  11,  1999


     10.9*         Agreement  between  USWeb/CKS  and  2TheMart.com, Inc. dated
                   June  18,  1999

     10.10*        Co-Branding  and  Advertising  Agreement  between I-Escrow,
                   Inc.  and  2TheMart.com,  Inc.  dated  June  21,  1999.

                                       19
<PAGE>

     10.11*        Agreement between Summit Group and 2TheMart.com, Inc. dated
                   June  24,  1999.

     10.12*        Agreement  between  Lawson  Association,  Inc.  and
                   2TheMart.com,  Inc.  dated  July  16,  1999.

     10.13*        IBM  Computer  Hardware  Agreement  between  IBM  and
                   2TheMart.com,  Inc.  dated  August  5,  1999.

     10.14*        Promissory  Note  in the amount of $500,000 dated August 8,
                   1999.

     10.15*        Promissory  Note  in the amount of $250,000 dated September
                   10,  1999

     10.16*        Employment  letter  agreement  by and between 2TheMart.com,
                   Inc.  and  Thomas  N.  Benjamin  dated  September  3,  1999

     10.17         Lease by and between 2TheMart.com, Inc., and Dah Chong Hong
                   Trading  Corporation  for the lease of that certain real
                   property located at 362 Fifth Avenue, New York, New York
                   10001.

     10.18         Interim Operating Agreement  by and between GoToWorld.com,
                   Inc. and 2TheMart.com, Inc. dated April 19, 2000.

     10.19         2000 Stock Incentive Plan

     16.1*         Letter  from  Deloitte  and  Touche  LLP

     16.2*         Letter  from  Grant  Thornton  LLP

     27.1          Financial  Data  Schedule

     ___________________
     *  Previously  Filed
     +  To  be  filed  with  the  Company's  Schedule  14A  Proxy  Statement

(b)  REPORTS  ON  FORM  8-K

On  March  29,  2000,  the  Company  filed  a  Report  on Form 8-K regarding the
resignation  of  its  then  independent  accountants  Grant  Thornton.


                                       20
<PAGE>



                                   SIGNATURES

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

                                                2TheMart.com,  Inc.

Date:  May 23, 2000                             By:  /s/  Steven  W.  Rebeil
                                                Steven  W.  Rebeil
                                                Chairman  of  the  Board

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


By:    /s/  Steven  W.  Rebeil
       Steven  W.  Rebeil
       Sole  Director

Date:  May 23, 2000



                                       21
<PAGE>
                                                              2THEMART.COM, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                                                            FINANCIAL STATEMENTS

                            FOR THE PERIOD DECEMBER 22, 1998 (DATE OF INCEPTION)
                                                       THROUGH DECEMBER 31, 1999

                                                                            WITH

                                            INDEPENDENT AUDITORS' REPORT THEREON



                                       22
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


                                                                           Page


Independent  Auditors'  Report     . . . . . . . . . . . . . . . . . . . .  F-1

Balance  Sheet  as  of  December  31,  1999    . . . . . . . . . . . . . .  F-2

Statement of Operations for the period from December 22, 1998
  (date  of  inception)  to  December  31,  1999.  . . . . . . . . . . . .  F-3

Statement of Stockholders' Equity for the period from
  December 22, 1998 (date of inception) to December 31, 1999 . . . . . . .  F-4

Statement of Cash Flows for the period from December 22, 1998
 (date  of  inception)  to  December  31,  1999.   . . . . . . . . . . . .  F-6

Notes  to  Financial  Statements   . . . . . . . . . . . . . . . . . . . .  F-7



<PAGE>



                          INDEPENDENT AUDITORS' REPORT


Board  of  Directors
2TheMart.com,  Inc.


We  have  audited  the  accompanying  balance  sheet  of 2TheMart.com, Inc. (the
"Company")  as  of  December 31, 1999, and the related statements of operations,
stockholders'  equity and cash flows for the period from December 22, 1998 (date
of  inception)  through  December  31, 1999.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  2TheMart.com, Inc. as of
December  31, 1999, and the results of its operations and its cash flows for the
period  from  December 22, 1998 (date of inception) through December 31, 1999 in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue as a going concern.  As discussed in Note 3, the Company
has  incurred  a  net  loss  of $9,655,722 since inception, has negative working
capital  of  $1,255,565  at December 31, 1999, has no substantive revenues since
inception  and  has  significant  contingent  liabilities.  These  factors raise
substantial  doubt  about  the Company's ability to continue as a going concern.
As  discussed  in Note 3, the ability of the Company to continue in existence is
dependent  primarily  upon closing its proposed merger transaction and obtaining
additional  debt and equity financing to fund its short-term operating expenses,
capital  expenditure requirements and marketing needs, as well as the successful
resolution  of  the  contingent  liabilities  and  the generating of income from
strategic  alliances  and from the Company's web site.  The financial statements
do not include any adjustments relating to the recoverability and classification
of  asset  carrying  amounts  (including  the realizability of long-lived assets
under  SFAS No. 121), or the amount and classification of liabilities that might
result  from  the  outcome  of  this  uncertainty.


                                                      CORBIN  &  WERTZ

Irvine,  California
May  15,  2000



<PAGE>
<TABLE>
<CAPTION>

                                                              2THEMART.COM, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                                                                   BALANCE SHEET

                                                         AS OF DECEMBER 31, 1999
--------------------------------------------------------------------------------

                                     ASSETS

<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $ 2,521,770
  Prepaid expenses                                                       274,288
                                                                     ------------
                                                                       2,796,058
                                                                     ------------
Property and equipment, at cost:
  Computer hardware and software                                      12,148,137
  Furniture, fixtures and other office equipment                         429,611
  Leasehold improvements                                                 648,168
                                                                     ------------
                                                                      13,225,916
Less accumulated depreciation and amortization                          (372,099)
                                                                     ------------
                                                                      12,853,817
                                                                     ------------

Other assets:
  Restricted cash                                                        220,224
  Other                                                                  206,429
                                                                     ------------
                                                                         426,653
                                                                     ------------

                                                                     $16,076,528
                                                                     ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable                                                   $ 1,750,805
  Accrued liabilities                                                    525,818
  Note payable                                                         1,775,000
                                                                     ------------
    Total current liabilities                                          4,051,623
                                                                     ------------

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $0.0001 par value; 25,000,000 shares authorized;
    no shares issued and outstanding                                           -
  Common stock, $0.0001 par value; 50,000,000 shares authorized;
    29,482,016 shares issued and outstanding                               2,948
  Additional paid-in capital                                          23,016,942
  Deferred compensation expense                                       (1,339,263)
  Deficit accumulated during the development stage                    (9,655,722)
                                                                     ------------
    Total stockholders' equity                                        12,024,905
                                                                     ------------

                                                                     $16,076,528
                                                                     ============
</TABLE>
--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements
                                                                             F-2


<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                                              2THEMART.COM, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                                                         STATEMENT OF OPERATIONS

                       FOR THE PERIOD FROM DECEMBER 22, 1998 (DATE OF INCEPTION)
                                                            TO DECEMBER 31, 1999
--------------------------------------------------------------------------------
<S>                                                    <C>

Sales and interest income                              $   117,030
                                                       ------------

Expenses:
  Payroll and related expenses                           1,916,634
  Professional fees                                      2,501,310
  Value of non-cash stock and option issuances           1,250,296
  Marketing                                                924,512
  Depreciation                                             372,099
  Interest                                                  79,975
  Other general and administrative                       2,727,926
                                                       ------------
                                                         9,772,752
                                                       ------------

Net loss                                               $(9,655,722)
                                                       ============

Basic and diluted loss per common share                $     (0.40)
                                                       ============

Basic and diluted weighted average shares outstanding   24,366,569
                                                       ============
</TABLE>

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements
                                                                             F-3

<PAGE>

<TABLE>
<CAPTION>



<S>                                             <C>            <C>            <C>            <C>         <C>         <C>
                                                                                                         DEFICIT
                                                                                                         ACCUMULATED
                                                                              ADDITIONAL                 DURING THE
                                                        COMMON STOCK          PAID-IN       DEFERRED     DEVELOPMENT
                                                   SHARES        AMOUNT       CAPITAL       EXPENSE      STAGE         TOTAL
                                               -------------   ------------   ------------  -----------  ------- -----------
Founders' shares, December 22, 1998               17,800,000   $      1,780   $          -   $        -  $    -  $    1,780
Subsequent adjustments to founders' shares:
  Forgiveness of note and accrued interest
    payable to a founder in October 8, 1999                -              -      2,018,411            -       -   2,018,411
    Return of common stock by founder on
    November 18, 1999                             (2,900,000)          (290)             -            -       -        (290)
                                                -------------  -------------  -------------  ----------  ------  -----------

Adjusted founders' shares                         14,900,000          1,490      2,018,411            -       -   2,019,901

Shares issued in merger to shareholders of
  CD-Rom Yearbook Company, Inc. on
  January 8, 1999                                  2,291,850            229           (229)           -       -           -

Stock sold for cash:
  January 8, 1999 at $1.00 per share                 855,000             85        854,915            -       -     855,000
  January 8, 1999 at $2.00 per share                  62,500              6        124,994            -       -     125,000
  January 29 1999 at $1.00 per share               1,000,000            100        999,900            -       -   1,000,000
  February 4, 1999 at $1.00 per share              1,555,000            155      1,554,845            -       -   1,555,000
  April 1999 at $1.00 per share, including
    115,000 shares and 125,000 warrants
    issued for offering costs                        980,000             98        864,902            -       -     865,000
  April 1999 at $5.00 per share                      300,080             30      1,500,370            -       -   1,500,400
  August 1999 at $10.00 per share                     53,000              5        529,995            -       -     530,000
  October 8, 1999 at $3.33 per share                 300,000             30        998,970            -       -     999,000
  October 25, 1999 at $1.00 per share              1,000,000            100        999,900            -       -   1,000,000
  November 18, 1999 at $1.50 per share             2,000,000            200      2,999,800            -       -   3,000,000
  October 1999 to December 1999 at $1.50
    per share, including 295,186 shares issued
    for offering costs                             3,303,814            330      6,272,973            -       -   6,273,303

Non-cash issuances of stock:
  January 8, 1999 at $0.24 per share to
    attorney for services                             80,000              8         19,426            -       -      19,434
  January 25, 1999 at $1.00 per share to
    third party for software                          40,000              4         39,996            -       -      40,000
  February 2, 1999 at $1.75 per share to
    employee for compensation                        100,000             10        174,990            -       -     175,000
  February 2, 1999 at $1.50 per share to
    employee for compensation                          5,000              1          7,499            -       -       7,500
  February 2, 1999 at $1.00 per share to
    consultant for services                            7,500              1          7,499            -       -       7,500
  March 1, 1999 at $1.00 per share to
    attorney for services                             15,000              2         14,998            -       -      15,000
  September 1999 to adjust August 1999
   offering to $5.00 per share                        53,000              5             (5)           -       -           -
  September 1, 1999 at $1.00 per share to
    attorney for services                              5,000              1         24,999            -       -      25,000
  September 14, 1999 at $10.50 per share
    to consultant for services                         2,500              -         26,250            -       -      26,250
  September, 1999 at $1.50 per share
    to third parties for tenant improvements         105,133             11        157,689            -       -     157,700


</TABLE>

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements
                                                                             F-4


<PAGE>
                                                              2THEMART.COM, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                                   STATEMENT OF STOCKHOLDERS' EQUITY - CONTINUED

                       FOR THE PERIOD FROM DECEMBER 22, 1998 (DATE OF INCEPTION)
                                                            TO DECEMBER 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>



<S>                                         <C>           <C>           <C>            <C>           <C>           <C>
                                                                                                     DEFICIT
                                                                                                     ACCUMULATED
                                                                          ADDITIONAL   DEFERRED      DURING THE
                                                   COMMON STOCK           PAID-IN      COMPENSATION  DEVELOPMENT
                                               SHARES        AMOUNT       CAPITAL      EXPENSE       STAGE             TOTAL
                                            ------------  ------------  -------------  ------------  ------------  ------------
October 21, 1999 at $1.50 per share
    to consultant for services                    30,000           3        44,997             -             -         45,000
  December 16, 1999 at $10.50 per share
    to consultant for services                     5,000           1        52,499             -             -         52,500

Conversion of note and accrued interest
   payable on October 18, 1999 at $1.75
   per share                                     291,429          29       509,998             -             -        510,027

Cashless exercise of stock options on
   August 23, 1999, net of 31,590 shares
   redeemed                                      141,210          14           (14)            -             -              -

Intrinsic value of stock options issued to
 employees                                             -           -     2,216,375    (1,339,263)            -        877,112

Net loss                                               -           -             -             -      (9,655,722)  (9,655,722)
                                            ------------  ------------  -------------  ------------  ------------  ------------

Balances, December 31, 1999                   29,482,016  $      2,948  $ 23,016,942   $(1,339,263)  $(9,655,722)  $12,024,905
                                            ============  ============  =============  ============  ============  ============

</TABLE>

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements
                                                                             F-5

<PAGE>

<TABLE>
<CAPTION>
                                                              2THEMART.COM, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                                                         STATEMENT OF CASH FLOWS

                       FOR THE PERIOD FROM DECEMBER 22, 1998 (DATE OF INCEPTION)
                                                            TO DECEMBER 31, 1999

<S>                                                                            <C>
Cash flows from operating activities:
  Net loss                                                                     $ (9,655,722)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                   372,099
    Loss on disposition of software                                                  40,000
    Value of non-cash stock and option issuances                                  1,250,296
    Accrued interest on notes payable converted to common stock                      28,438
    Change in operating assets and liabilities:
      Prepaid expenses and other assets                                            (480,717)
      Accounts payable and accrued liabilities                                    2,276,623
                                                                               -------------

  Net cash used in operating activities                                          (6,168,983)
                                                                               -------------

Cash flows used in investing activities:
  Purchases of property and equipment and costs incurred for development
    of software and web site                                                    (11,293,216)
                                                                               -------------

Cash flows from financing activities:
  Proceeds from issuances of common stock,                                       17,704,193
  Proceeds from issuances of notes payable                                        2,750,000
  Repayment of note payable                                                        (250,000)
  Net change in restricted cash                                                    (220,224)
                                                                               -------------

  Net cash provided by financing activities                                      19,983,969
                                                                               -------------

Net increase in cash and cash equivalents                                         2,521,770

Cash and cash equivalents at beginning of period                                          -
                                                                               -------------

Cash and cash equivalents at end of period                                     $  2,521,770
                                                                               =============

Supplemental disclosure of cash flow information:

  Cash paid during the period for interest                                     $     11,600
                                                                               =============

Supplemental disclosures of non-cash investing and financing activities:

  Conversion of short-term note and accrued interest payable to
    common stock                                                               $    510,027
                                                                               =============

  Conversion of short-term note and accrued interest payable to
    capital contribution                                                       $  2,018,411
                                                                               =============

  Purchase of fixed assets with common stock                                   $    197,700
                                                                               =============

  Purchase of fixed assets with note payable                                   $  1,775,000
                                                                               =============
</TABLE>

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements
                                                                             F-6


<PAGE>


                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATION

The  Company

2TheMart.com,  Inc.,  an Oklahoma corporation ("2TheMart" or the "Company") is a
development  stage,  internet-based  electronic commerce ("e-commerce") company.
The  Company's  year  end  is  December  31.  The Company has contracted with an
unrelated  party  to  develop  and  launch  a  business-to-consumer  and
consumer-to-consumer  trading  community  on  the  internet.  The Company, which
launched  its web site on November 18, 1999, has developed an e-commerce site in
which buyers and sellers are brought together to buy and sell a variety of goods
such  as antiques, apparel, coins, collectibles, computers, memorabilia, movies,
music,  toys  and  more.  The 2TheMart service enables sellers to list items for
sale,  buyers  to  bid on those items and it allows the 2TheMart users to browse
through  all  items  in  a  fully  automated, topically arranged online service.

Reorganization

In  December  1998,  CD-Rom  Yearbook  Company,  Inc.,  an  Oklahoma corporation
("CD-Rom")  entered  into  a  merger agreement to acquire all of the outstanding
shares  of  common  stock  of  2TheMart-Nevada,  a  Nevada corporation formed on
December  22,  1998.  As  the  shareholders of 2TheMart-Nevada controlled CD-Rom
after  this  transaction,  this  business  combination  is  treated as a reverse
acquisition  for  accounting  purposes whereby 2TheMart-Nevada is considered the
accounting  acquiror  and  CD-Rom  is  considered  the accounting acquiree.  The
merger  became  effective  on  January  8,  1999.  Between December 22, 1998 and
January  8,  1999,  neither  2TheMart-Nevada  nor  CD-Rom  had  any  activity of
significance  including  capital  transactions  and  operating  activities.
Accordingly,  neither  separate  financial  statements  of  either  entity as of
December  31,  1998 nor proforma financial statements were considered necessary.
The  surviving legal entity, CD-Rom, changed its name to 2TheMart.com, Inc.  The
transaction  has  been  treated as a recapitalization of 2TheMart-Nevada with no
recording  of  assets  or  liabilities  at  fair  values  on  that  date.

Immediately  prior  to  the  merger, CD-Rom had 2,291,850 shares of common stock
outstanding.  As part of the reorganization and stock purchase agreement, CD-Rom
issued  an  additional  17,800,000 shares of common stock to the shareholders of
2TheMart-Nevada  in  exchange  for  all  of  the  shares  of  common  stock  of
2TheMart-Nevada.  In  addition,  options  to  purchase 2.5 million shares of the
Company's  common  stock  at  an  exercise price of $3.00 were issued to various
shareholders of CD-Rom and 1.2 million of the previously issued CD-Rom shares of
common  stock were placed in escrow under the terms of an agreement (the "Escrow
Agreement"),  to  be  distributed  to  the 2TheMart-Nevada shareholders upon the
occurrence  of  either  of  the  following


--------------------------------------------------------------------------------
                                                                             F-7

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------



NOTE  1  -  ORGANIZATION  AND  BASIS  OF  PRESENTATION,  CONTINUED

events:  1)  the  exercise  of  any  of the CD-Rom options given to the previous
controlling  shareholders of CD-Rom; or 2) the effectiveness of any Registration
Statement filed with the Securities and Exchange Commission ("SEC") with respect
to  any  of  the  shares  of common stock underlying the CD-Rom options.  In the
event  that  either the CD-Rom options are not exercised or the Company fails to
file and have declared effective a Registration Statement covering the shares of
common  stock  underlying the CD-Rom options by June 22, 2000, all of the escrow
shares of common stock would be returned to the previous controlling shareholder
of CD-Rom.  Shares of common stock covered by this Escrow Agreement are depicted
as outstanding since January 8, 1999 (the merger date) and have been included in
the  calculation of basic and diluted loss per share for the period December 22,
1998  to  December  31,  1999.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Concentration  of  Credit  Risk  and  Cash

Financial instruments that potentially subject the Company to a concentration of
credit  risk consist of cash and cash equivalents and restricted cash.  Cash and
cash  equivalents  and  restricted  cash are deposited with high credit, quality
financial  institutions.

Cash  balances  are  maintained  at  one  commercial  bank.  Accounts  at  that
institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up
to  $100,000.  As  of  December  31, 1999, the Company had cash balances in this
bank  in  excess  of  the  FDIC  limit  totaling  $2.6  million.

Cash  equivalents  consist  of  money market funds whose fair value approximates
cost  and  are  readily  redeemable.

Restricted  cash  consists  of cash securing standby letters of credit issued to
vendors  of  the  Company.

Property  and  Equipment

The Company has adopted Statement of Position 98-1 ("SOP 98-1"), "Accounting for
the  Cost  of  Computer  Software  Developed or Obtained for Internal Use."   In
fiscal  1999,  the  Company  capitalized external costs to acquire and customize
hardware,  software  and  its  Internet  web  site  (see  Note  4).

--------------------------------------------------------------------------------
                                                                             F-8

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

Depreciation  and  amortization are provided for over the estimated useful lives
of  the  assets,  ranging from 2.5 years to 7 years.  Leasehold improvements are
amortized  over  the  lives  of the respective leases or the useful lives of the
improvements, whichever is shorter.  The straight-line method of depreciation is
followed  for  substantially  all  assets  for financial reporting purposes, but
accelerated  methods  are  used  for  tax  purposes.

Betterments,  renewals,  and  extraordinary repairs that extend the lives of the
assets  are  capitalized;  other repairs and maintenance charges are expensed as
incurred.  The  cost  and  related accumulated depreciation applicable to assets
retired  are  removed  from  the  accounts,  and
the  gain  or  loss  on disposition is recognized in current operations.  During
1999,  the Company wrote off the value of software it acquired in a January 1999
transaction  (see  Note 6) as it determined that such software would not be used
in  the  on-going  operations  of  the  Company.

Impairment  of  Long-Lived  Assets

The Company evaluates the recoverability of long-lived assets in accordance with
Statement  of  Financial  Accounting Standards ("SFAS") No. 121, "Accounting for
the  Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed
of."  SFAS  No.  121  requires recognition of impairment of long-lived assets in
the event the net book value of such assets exceeds the future undiscounted cash
flows  attributable to such assets.  At December 31, 1999, management determined
that there has been no impairment of the Company's long-lived assets.  There can
be  no assurance, however, that market conditions will not change or demands for
the  Company's  services  will  continue which could result in future long-lived
asset  impairments  (see  Note  3).

Income  Taxes

Deferred  tax  assets and liabilities are recognized for the future consequences
of events that have been recognized in the Company's financial statements or tax
returns.  The measurement of the deferred items is based on enacted tax laws.  A
valuation  allowance related to a deferred tax asset is recorded when it is more
likely  than  not that some portion or all of the deferred tax asset will not be
realized.

Deferred  Compensation  Expense

The Company granted certain options to officers and employees at exercise prices
that   were  less  than  the  fair  value  of  such shares.  Amounts recorded as
deferred  compensation  are  amortized over the appropriate service period based
upon  the  vesting  schedule  for  such  grants  (generally  four  years).

--------------------------------------------------------------------------------
                                                                             F-9

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------
NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

Fair  Value  of  Financial  Instruments

The  Company is required to estimate the fair value of all financial instruments
included  on  its balance sheet at December 31, 1999.  The Company considers the
carrying  value  of  such  amounts  in  the  financial statements (cash and cash
equivalents,  restricted  cash,  accounts  payable,  accrued  liabilities  and
short-term  note  payable) to approximate their fair value due to the relatively
short  period  of time between origination of the instruments and their expected
realization  and  interest  rates,  which  approximate  current  market  rates.

Revenue  Recognition

Online  transaction revenues are derived primarily from success fees charged for
the selling of items on the 2TheMart web site and are calculated as a percentage
of  the  final  sales  transaction  value.  Revenues related to success fees are
recognized  at  the  time  that  the  transaction  is  successfully concluded. A
transaction is considered successfully concluded when at least one buyer has bid
above  the  seller's  specified  minimum  price  or  reserve price, whichever is
higher,  at  the  end  of  the  transaction  term.

Advertising

The  Company  expenses  all  advertising  as  incurred.  Amounts  incurred  for
advertising  expense  for  the  period  ended  December  31,  1999 were $66,025.

Research  and  Development

The  Company  expenses  all  research and development as incurred, which totaled
$377,105  for  the  period  ended  December  31,  1999.

Comprehensive  Income

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 130
("SFAS  130"), "Reporting Comprehensive Income."  SFAS 130 establishes standards
for  reporting  and display of comprehensive income and its components in a full
set  of  general-purpose  financial  statements.  SFAS  130 had no effect on the
Company's  financial  statements  as  it had no comprehensive income components.

--------------------------------------------------------------------------------
                                                                            F-10

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------
NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

Segment  Information

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 131
("SFAS  131"),  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information."  SFAS  131  changes  the  way  public companies report information
about  segments  of  their  business  in  their  annual financial statements and
requires  them to report selected segment information in their quarterly reports
issued  to  stockholders.  It  also  requires  entity-wide disclosures about the
products  and  services  an  entity provides, the material countries in which it
holds  assets  and  reports revenues and its major customers.  As the Company is
currently  in  the start-up phase, it does not yet have any reportable segments.

Earnings  Per  Share

Basic  net  income  per  common  share  is  computed  by dividing the net income
available  to  common stockholders for the period by the weighted average number
of  common  shares  outstanding  during  the  period.  Incremental common shares
issuable  upon  the  exercise of stock options and warrants, are included in the
computation  of  diluted net loss per common share to the extent such shares are
dilutive.  As  the  Company has a loss for the period presented, all options are
antidilutive  and  are  not  included  in  the  per  share  computation.

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting  periods.  Actual  results  could  differ  from  these  estimates.

Year  2000

The  Year 2000 issue relates to limitations in computer systems and applications
that  may  prevent  proper recognition of the Year 2000. The potential effect of
the  Year  2000 issue on the Company and its business partners will not be fully
determinable  until the Year 2000 and thereafter. If Year 2000 modifications are
not  properly completed either by the Company or entities with which the Company
conducts  business,  the  Company's  revenues  and  financial condition could be
adversely  impacted.

--------------------------------------------------------------------------------
                                                                            F-11

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------
NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

Recent  Accounting  Pronouncements

The  FASB  issued  Statement  of  Financial  Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities."  SFAS 133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  It  requires  that  an entity recognize all derivatives as
either  assets  or  liabilities  on the balance sheet at their fair value.  This
statement, as amended by SFAS 137, is effective for financial statements for all
fiscal  quarters of all fiscal years beginning after June 15, 2000.  The Company
does  not  expect the adoption of this standard to have a material impact on its
results of operations, financial position or cash flows as it currently does not
engage  in  any  derivative  or  hedging  activities.

In  March  2000, the Emerging Issues Task Force reached a consensus on Issue No.
00-2, "Accounting for Web Site Development Costs" ("EITF 00-2") to be applicable
to  all web site development costs incurred for the quarter beginning after June
30,  2000.  The  consensus  states that for specific web site development costs,
the  accounting  for such costs should be accounted for under AICPA Statement of
Position  98-1  (SOP  98-1),  "Accounting  for  the  Costs  of Computer Software
Developed  or  Obtained  for  Internal  Use."  The Company has not yet addressed
whether  the  adoption of EITF 00-2 will have a material effect on its financial
statements.

NOTE  3  -  DEVELOPMENT  STAGE  ENTERPRISE  AND  GOING  CONCERN

Since  December  22, 1998 (date of inception), the Company has been primarily in
the  development  stage  and  its principal activities have consisted of raising
capital  and  developing  its  internet-based  e-commerce  web  site.

The accompanying financial statements have been prepared on the basis of a going
concern,  which  contemplates  the  realization  of  assets  and  liquidation of
liabilities in the normal course of business.  The Company launched its web site
on  November  18,  1999.

The  Company has incurred a net loss of $9,655,722 since inception, has negative
working  capital of $1,255,565 at December 31, 1999, has no substantive revenues
since inception and has significant contingent liabilities (see Note 10).  These
factors  raise  substantial  doubt  about the Company's ability to continue as a
going concern.  The ability of the Company to continue in existence is dependent
primarily  upon  obtaining  additional  debt  and  equity  financing to fund the
Company's  short-term  operating  expenses, capital expenditure requirements and
marketing  needs, as well as the successful resolution of contingent liabilities
and the generating of income from strategic alliances and from the Company's web
site.  The  Company  has  entered  into  a proposed merger (see Note 11) that it
anticipates will enhance its ability to successfully accomplish the above items.
Management believes that the proposed merger and other potential funding sources

--------------------------------------------------------------------------------
                                                                            F-12

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  3  -  DEVELOPMENT  STAGE  ENTERPRISE  AND  GOING  CONCERN,  CONTINUED

will  be  sufficient  to  fund  its  capital  expenditures,  working  capital
requirements  and other cash requirements through December 31, 2000 and that the
Company  will  be  successful in resolving its contingent liabilities.  However,
there  is  no  assurance  the  Company  will be able to successfully resolve its
contingent  liabilities,  effect  its  proposed  merger,  and  obtain sufficient
additional  funds  when  needed,  or  that  such  funds,  if  available, will be
obtainable  on  terms  satisfactory to the Company.  The financial statements do
not include any adjustments relating to the recoverability and classification of
asset  carrying  amounts (including the realizability of long-lived assets under
SFAS  No. 121) or the amount and classification of liabilities that might result
from  the  outcome  of  this  uncertainty.

NOTE  4  -  COMMITMENTS

The  Company  has  entered  into  contracts  with  an  unrelated  party  for the
acquisition  of  computer hardware and software and development of its web site.
The  total  amount  of  these contracts is approximately $11.0 million, of which
$9.2 million had been paid as of December 31, 1999 and the remaining balance was
converted  to  a  note  payable  (see  Note  5).

On  April  29,  1999,  the  Company  entered  into  an  agreement  with  Exodus
Communications,  Inc. ("Exodus") to secure space for the housing of its main Web
site server operations.  Pursuant to its agreement with Exodus, the Company will
be  required  to  pay  Exodus  a  minimum  monthly fee of approximately $78,000,
increasing depending on Internet bandwidth usage, once the Company has installed
its  computer  hardware  at  Exodus'  data  center located in Sterling, Virginia
(which occurred in July 15, 1999).  The Exodus agreement is cancelable by either
party  after  one  year from the installation date upon 90 days notice by either
party. The remaining minimum commitment for future payments at December 31, 1999
was  approximately  $630,000.

On  July 16, 1999, the Company entered into an agreement with Lawson Associates,
Inc.,  dba  Lawson  Software for the use of its ERP system ("Lawson"). Under the
terms  of the agreement with Lawson, the Company made a payment of approximately
$129,000  and  owed  $300,000,  a  licensing  fee  due in three monthly $100,000
installments  beginning  January  2000.  In  addition,  the  Company owes Lawson
approximately $166,000 for services provided. The Lawson agreement is cancelable
upon  90  days  written notice.  Subsequent to year end, the Company temporarily
discontinued  the  use of Lawson in order to reduce costs related to maintaining
the  software.  The  Company  is  currently  using  another  accounting software
package  in place of Lawson until revenue-generating activities justify the cost
of  maintaining  the  Lawson  software.

--------------------------------------------------------------------------------
                                                                            F-13

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  4  -  COMMITMENTS,  CONTINUED

The Company has a commitment with a third-party customer support organization to
enable to Company scale in its customer support capabilities without diminishing
the  Company's  customer  support  effectiveness.  The  agreement  calls for the
Company  to  make  a  minimum  payment  of  $10,000 per month to the third party
through  January  1, 2001, resulting in a future minimum commitment of $120,000.

In  June  1999,  the Company entered into a one-year agreement with USWeb/CKS to
develop and implement the marketing programs and strategies of the Company's Web
site.  The  Company  is  obligated to pay $86,000 per month.  Subsequent to year
end, the parties cancelled the agreement and the Company is not obligated to pay
any  termination  or  cancellation  fee.

The  Company  is currently in discussions with certain of its vendors (including
the  vendors  listed  above)  for the satisfaction of the amounts due them.  The
Company  does not currently have sufficient funds to meet those commitments (see
Note  3).  Failure  to  successfully negotiate a reduction of the amounts due or
failure  to  raise  additional  funding  to meet those expenditures would have a
materially  adverse  effect  on  the  Company's  operations  (see  Note  3).

The  Company  conducts  a substantial portion of its operations utilizing leased
office  space,  office  equipment  and  communications  equipment.  Some  of the
operating leases provide that the Company pays taxes, maintenance, insurance and
other  occupancy  expenses  applicable  to  the leased premises.  Generally, the
leases  provide  for  renewal  for  various periods at stipulated rates.  Future
minimum  payments  due  under  operating  leases  are  as  follows:

   Year Ended
   December 31,
----------------
     2000                       $     631,000
     2001                             400,000
     2002                             178,000
     2003                             152,000
     2004                             115,000
                                -------------
                                $   1,476,000
                                =============


Rent  expense  for the period from December 22, 1998 (date of inception) through
December  31,  1999  was  approximately  $444,000.

--------------------------------------------------------------------------------
                                                                            F-14

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

In  August  1999,  the  Company borrowed $500,000 from a shareholder and entered
into a short-term note, bearing interest at 12% per annum and due and payable on
October  18,  1999.  On  October  18, 1999, the Company converted the short-term
note  and  $10,027  of  accrued  interest  into  291,429 shares of the Company's
"restricted"  common  stock.

On  September  10,  1999, the Company borrowed $2,000,000 from the Company's CEO
and  largest shareholder and entered into a short-term note, bearing interest at
12%  per annum and due and payable on October 31, 1999.  On October 8, 1999, the
CEO agreed to forgive and cancel the note without receiving any consideration or
shares  of  the  Company's  common  stock  at  the  request  of  other potential
investors.  The  forgiveness  of  the  note  and $18,411 of accrued interest was
accounted  for  as a capital contribution to the Company as an adjustment of the
consideration  received  from  founders'  shares.

On September 10, 1999, the Company borrowed $250,000 from an officer and entered
into a short-term note, bearing interest at 12% per annum and due on October 10,
1999.  On  October  8,  1999,  the  officer agreed to extend the due date of the
$250,000  note  to  November  19,  1999.  At  that  time, the note was paid from
proceeds  from the November 18, 1999 sale of "restricted" shares of common stock
(see  Note  6).

On  November  18,  1999,  the  Company  entered into a payment agreement with an
unrelated  party  for  the  satisfaction  of  the  remaining  amounts  owed  for
development  of  the  Company's  web  site  (see  Note  4) as well as additional
services  related  to  the  web  site.  The  note  is  secured  by all equipment
purchased  from  the  unrelated party.  Under the payment agreement, the Company
will  pay  $1,775,000  plus  interest  at  a  rate  of 13.5% per annum beginning
November  1,  1999, to be paid in twelve equal monthly payments of principal and
interest totaling $162,552, with the first payment due on January 31, 2000.  The
Company  has withheld payments beginning March 2000 under this agreement pending
resolution  with  the  unrelated  party  of  product  quality  and repair issues
regarding  the  Company's  web  site.

NOTE  6  -  STOCKHOLDERS'  EQUITY

Preferred  Stock

The  Company's  Articles  of  Incorporation authorize the issuance of 25,000,000
shares  of  preferred  stock, $0.0001 par value.  As of December 31, 1999, there
were  no  issued and outstanding shares of Preferred Stock.  The Company's Board
of  Directors has authority, without action by the shareholders, to issue all or
any portion of the authorized but unissued preferred stock in one or more series
and to determine the voting rights, preferences as to dividends and liquidation,
conversion,  conversion  rights,  and  other  rights  of  such  series.

--------------------------------------------------------------------------------
                                                                            F-15

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

Common  Stock

The  Company's  Articles  of Incorporation authorizes the issuance of 50,000,000
shares  of common stock, $0.0001 par value per share, of which 29,482,016 shares
were outstanding as of December 31, 1999.  Holders of shares of common stock are
entitled  to  one  vote  for  each  share  on  all matters to be voted on by the
stockholders.  Holders  of  shares  of  common  stock  have no cumulative voting
rights.  Holders  of  shares  of  common  stock are entitled to share ratably in
dividends,  if  any,  as  may  be  declared,  from  time to time by the Board of
Directors  in  its  discretion,  from funds legally available therefore.  In the
event of a liquidation, dissolution or winding up of the Company, the holders of
shares  of  common  stock are entitled to share pro rata in all assets remaining
after  payment  in  full  of all liabilities.  Holders of shares of common stock
have  no preemptive rights to purchase the Company's common stock.  There are no
conversion  rights  or redemption or sinking fund provisions with respect to the
common  stock.  All of the outstanding shares of common stock are fully paid and
non-assessable.

On  January  8,  1999,  the Company issued an aggregate of 917,500 shares of its
common  stock  at  $1.00  and  $2.00  per  share,  resulting  in net proceeds of
$980,000.  Also,  on  January  8,  1999, the Company issued 80,000 shares of its
common  stock  to  the  Company's  securities counsel in consideration for legal
services  rendered,  valued  at  $19,434.

On  January  25,  1999,  the Company issued 40,000 shares of "restricted" common
stock  to an individual in consideration for the purchase of software, valued at
$40,000.  The  shares  were  valued  at  $1.00  per  share in accordance with an
agreement  negotiated  in  December  1998  (see  Note  2).

On  January 29, 1999, the Company issued 1,000,000 shares of "restricted" common
stock  to  an  investor  resulting  in  net  proceeds  of  $1,000,000.

On  February  2,  1999, the Company issued 100,000 shares of "restricted" common
stock  to  an  employee  as employee compensation, valued at $175,000.  Also, on
February  2,  1999, the Company issued 7,500 shares of "restricted" common stock
to  an  unrelated third party in consideration for certain consultation services
rendered,  valued  at  $7,500.  Finally, on February 2, 1999, the Company issued
5,000  shares  of  "restricted"  common  stock  to an employee of the Company as
employee  compensation,  valued  at  $7,500.

On  February 4, 1999, the Company issued 1,555,000 shares of "restricted" common
stock,  resulting  in  net  proceeds  of  $1,555,000.

--------------------------------------------------------------------------------
                                                                            F-16

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  6  -  STOCKHOLDERS'  EQUITY,  CONTINUED

On  March 1, 1999, the Company issued 15,000 shares of "restricted" common stock
to  the  Company's  securities  counsel  in  consideration  for  legal  services
rendered,  valued  at  $15,000.

In  April  1999, the Company completed a private placement offering of 1,280,080
"restricted"  shares  of  common  stock  (including  115,000  shares and 125,000
warrants  issued  for  offering  costs).  865,000 shares were sold at a price of
$1.00  per  share.  After such shares were sold, the Company amended its private
placement  offering  memorandum,  increasing  the price of the offered shares to
$5.00  per  share.  A  total  of  300,080  shares  were sold at that price.  The
offering  resulted  in  net  proceeds  of  $2,365,400.

In August 1999, the Company issued 53,000 shares of "restricted" common stock at
a  price  of  $10.00  per share pursuant to a July 12, 1999 private placement of
common  stock resulting in net proceeds of approximately $530,000.  In September
1999,  the  Company elected to terminate the July 12, 1999 private placement and
initiated in its place a private placement of 2.0 million shares of common stock
at a price of $5.00 per share.  Investors of the Company's July 12, 1999 private
placement  were  issued 53,000 additional shares of "restricted" common stock to
reduce  their  purchase  price  from  $10.00  per  share  to  $5.00  per  share.

On  September 1, 1999, the Company issued 5,000 shares of "restricted" shares of
common  stock  to  the  Company's  securities counsel in consideration for legal
services rendered, valued at $25,000.  On September 14, 1999, the Company issued
2,500  shares  of  "restricted"  common  stock to an unrelated consultant of the
Company  in  consideration for certain consultation services rendered, valued at
$26,250.  Also,  in  September  1999,  the  Company  issued  105,133  shares  of
"restricted"  common  stock  to unrelated third parties in consideration for the
build-out  of  tenant  improvements,  valued  at  $157,700.

On  October  1,  1999,  the  Company  initiated a private placement of 7,000,000
shares  of  "restricted"  common stock at a price of $1.50 per share.  No shares
were  sold  under this private placement until October 28, 1999.  As of December
31, 1999, the Company had sold 3,303,814 shares (including 295,186 shares issued
for  offering  costs  and  net of 1,173,574 shares returned after year end - see
Note  10),  resulting  in  net  proceeds  of  $6,273,303  (see  Note  10).

On  October  8,  1999,  the Company issued 300,000 shares of "restricted" common
stock  at  a  price  of  $3.33 per share, resulting in net proceeds of $999,000.

On  October  18,  1999,  the $500,000 short-term note (see Note 5) was converted
(along  with  accrued  interest  of $10,027) into 291,429 shares of "restricted"
common  stock.

--------------------------------------------------------------------------------
                                                                            F-17

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  6  -  STOCKHOLDERS'  EQUITY,  CONTINUED

On  October 21, 1999, the Company issued 30,000 shares of "restricted" shares of
common  stock  to  an  unrelated consulting company in consideration for certain
consultation  services  rendered,  valued  at  $45,000.

On  October 25, 1999, the Company issued 1,000,000 shares of "restricted" common
stock at a price of $1.00 per share, resulting in net proceeds of $1,000,000. On
November  18,  1999,  the  Company  sold 2,000,000 shares of "restricted" common
stock  at  a price of  $1.50 per share, resulting in net proceeds of $3,000,000.

On  August  23,  1999,  a CD-Rom option holder exercised his "cashless exercise"
option  to  acquire shares of the Company's common stock (see Note 1).  Based on
the  trading  price  of  the Company's stock on the date of exercise, the option
holder  exercised  172,800  shares  at $3 per share by "redeeming" 31,590 shares
valued  at  $16.41  per  share.

On  November  18,  1999,  the  president  and one of the founders of the Company
agreed to contribute 2.9 million shares of his common stock holdings back to the
Company  at  the  request of other potential investors, which is reflected as an
adjustment  to  the  original  founders'  shares.

On  December  16,  1999,  the Company issued 5,000 shares of "restricted" common
stock  to  an  unrelated  consultant of the Company in consideration for certain
consultation  services  rendered  valued  at  $52,500.

NOTE  7  -  EARNINGS  PER  SHARE

The following table sets forth the computation of basic and diluted earnings per
share  for  the  period  December  22,  1998  (inception)  to December 31, 1999:

Numerator:
  Numerator for basic and diluted earnings per share - net loss $    9,655,722
                                                                ==============
Denominator:
  Denominator for basic and diluted earnings per share -
   weighted average shares outstanding                              24,366,569
                                                                ==============


--------------------------------------------------------------------------------
                                                                            F-18

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  7  -  EARNINGS  PER  SHARE,  CONTINUED

Options  and  warrants to purchase 3,099,630 shares of common stock ranging from
$2.375  to  $14.375  per  share per share were outstanding at December 31, 1999.
Such  options  and  warrants  were  not  included  in the computation of diluted
earnings  per  common  share  because  they  were  antidilutive.

NOTE  8  -  STOCK  OPTIONS  AND  WARRANTS

The  Company accounts for its stock options in accordance with the provisions of
APB  Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25").  Under
APB  25,  the  Company recognized intrinsic compensation expense of $877,112 for
vested  employee  options  and  deferred compensation of $1,339,263 for unvested
employee  options  for  the  period  ended  December  31,  1999.

Had  compensation  cost  for the stock options been determined based on the fair
value  at the grant date consistent with the method of SFAS No. 123, 'Accounting
for  Stock-Based  Compensation,"  the  Company's net loss and net loss per share
would  have  been  the  pro  forma  amounts  indicated  below:

                                                   FOR THE PERIOD
                                                 DECEMBER 22, 1998
                                               (DATE OF INCEPTION) TO
                                                 DECEMBER 31, 1999
                                               ---------------------
     Actual  net  loss                             $     (9,655,722)
                                                   =================
     Pro  forma  net  loss                         $     (9,854,705)
                                                   =================
     Actual  net  loss  per  share                 $          (0.40)
                                                   =================
     Pro  forma  net  loss  per  share             $          (0.41)
                                                   =================

The  fair  value  of each option grant was estimated at the grant date using the
Black-Scholes  option-pricing model for the period December 22, 1998 (inception)
to  December  31,  1999, assuming a risk-free interest rate of 6%, volatility of
104%,  zero  dividend  yield,  and  an  expected  life  of  6  years.

--------------------------------------------------------------------------------
                                                                            F-19

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------
NOTE  8  -  STOCK  OPTIONS  AND  WARRANTS,  CONTINUED

The Black-Scholes option valuation model was developed for use in estimating the
fair  value of traded options and warrants that have no vesting restrictions and
are  fully transferable.  In addition, option valuation models require the input
of highly subjective assumptions, including the expected stock price volatility.
Because  the  Company's employee stock options and warrants have characteristics
significantly different from those of traded options, and because changes in the
subjective  input  assumptions can materially affect the fair value estimate, in
management's  opinion, the existing models do not necessarily provide a reliable
single  measure  of  the  fair  value  of  its  employee  stock  options.

A  summary  of  the  status  of the Company's options as of December 31, 1999 is
presented  below:


                                             1999
                                    -----------------------
                                                  WEIGHTED
                                                  AVERAGE
                                                  EXERCISE
                                      OPTIONS      PRICE
                                    ----------   ---------
  Outstanding, beginning of year             -   $       -
      Granted                        3,259,930        3.62
      Exercised                       (172,800)      (3.00)
      Expired/Forfeited               (112,500)     (10.00)
                                    -----------  ---------

    Outstanding, end of year         2,974,630   $    3.42
                                    ===========  =========

    Exercisable, end of year         2,514,492   $    3.06
                                    ===========  =========

    Weighted average fair value of
      options granted                            $   2.03
                                                 =========


--------------------------------------------------------------------------------
                                                                            F-20

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------


NOTE  8  -  STOCK  OPTIONS  AND  WARRANTS,  CONTINUED

The following table summarizes information about options granted during the year
ended  December  31,  1999:

                                                WEIGHTED
                             EXERCISE PRICE     AVERAGE
                             PER SHARE          EXERCISE PRICE   SHARES
                             -----------------  ---------------  ---------

                             Options granted:
    Above fair market value  $            3.00  $          3.00  2,500,000
    At fair market value     $2.375 to $14.375  $          6.47    191,930
    Below fair market value  $  3.00 to $10.00  $          5.41    568,000
                             -----------------  ---------------  ---------

    Total                    $2.375 to $14.375  $          3.62  3,259,930
                             =================  ===============  =========



<TABLE>
<CAPTION>


The following table summarizes information concerning options outstanding at
December  31, 1999:


                              Options Outstanding                      Options Exercisable
                 -----------------------------------------------   ----------------------------
<S>              <C>                   <C>               <C>            <C>          <C>
                                    Weighted
                                    Average
                 Options            Remaining         Weighted                   Weighted
Range of         Outstanding        Contractual       Average     Exercisable     Average
Exercise Price   at 12/31/99        Life          Exercise Price  at 12/31/99  Exercise Price
--------------   -----------  -----------------   --------------  -----------  --------------
2.38 - $5.00       2,782,150       3.8 years      $      3.04       2,493,867  $     3.01
6.63 - $9.88         154,270       3.8 years             8.12           8,125        8.00
10.00 - $14.38        38,210       3.4 years            12.38          12,500       10.00
                 -----------                       -------------  -----------  --------------
                   2,974,630                      $      3.42       2,514,492  $     3.06
                 ===========                      ==============  ===========  ==============
</TABLE>

In  addition  to  the  options  listed  above,  the Company issued a warrant for
125,000  common  shares at $5 per share to a consultant for services rendered in
connection  with  a  private  placement  offering  (see  Note  6).

On  September  24,  1999,  an  officer  resigned from the Company who had 12,500
vested  and  112,500 unvested stock options.  The vesting of these stock options
had  resulted in $200,000 of compensatory stock expense and the unvested options
resulted  in  approximately  $1,800,000  of  deferred compensation in the second
quarter  of  1999.  Due to the voluntary termination of this former officer, the
unvested  stock  options  were  cancelled  and  the  Company  reversed  the
aforementioned  deferred  compensation  in  the  third  quarter  of  1999.

--------------------------------------------------------------------------------
                                                                            F-21

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE  8  -  STOCK  OPTIONS  AND  WARRANTS,  CONTINUED

Subsequent to year end, the Company has entered into a proposed merger (see Note
11).  Vesting of some or all of the options outstanding may be altered depending
on  the  outcome  of  this  merger  (see  Note  11).

NOTE  9  -  INCOME  TAXES

As  of  December  31,  1999,  the  Company  had  net  deferred  tax  assets  of
approximately  $3.8  million,  which  has  been  offset  in  full by a valuation
allowance  as  the Company is still in the development stage.  This deferred tax
asset  is  comprised primarily of expenses recognized for stock options for book
purposes  and unused federal and state net operating losses and credits that can
be  used  to  reduce taxes through 2019 for federal and 2004 for state purposes.

NOTE  10  -  CONTINGENCIES

Litigation

On  September  13,  1999 and October 11, 1999, the Company was served with class
action  lawsuits  which  allege  that  the  Company  and certain of its officers
engaged  in  a plan to defraud the market and purchasers of the Company's common
stock  by failing to disclose material facts or making material misstatements of
fact  regarding the status of the Company's Web site.  Additionally, the Company
has  been  informed  and believes there may be additional purported class action
lawsuits  filed against the Company based upon similar alleged facts and claims.
The  Company  believes  that  such lawsuits or claims are without merit and they
have  meritorious  defenses  to  the  actions.  As  these lawsuits were recently
filed,  neither  the  Company  nor  the Company's legal counsel can estimate the
amount of loss, if any, which may result from the outcome of these actions.  The
Company  has  tendered these actions to its insurers and believes that they have
adequate  insurance to meet any potential losses from these claims, subject to a
$250,000  deductible.  At  December  31,  1999,  the Company has paid or accrued
$250,000  relating to its insurance deductible in these cases.  However, failure
to  successfully defend these actions which results in an award greater than the
Company's  insurance  coverage,  could  have  a  material  adverse effect on the
Company's  results  of  operations,  liquidity  and  financial  condition.

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                                                                            F-22

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
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NOTE  10  -  CONTINGENCIES,  CONTINUED

Stock  Offering

As  discussed  in  Note 6, beginning October 1999 through December 31, 1999, the
Company issued 4,182,202 "restricted" (as that term is defined under Rule 144 of
the  Securities  Act  of  1933) shares of its common stock pursuant to a private
placement  of  the  Company's  common stock at a prices of $1.50 per share, plus
295,186  shares for offering costs, resulting in net proceeds of $6,273,303 (the
"October  Offering"). The issuances were offered without general solicitation or
advertising  under  Rule  506 of Regulation D and Section 4(2) of the Securities
Act  of  1933.  Subsequent  to  the  sale,  the  Company  discovered  that  some
purchasers  of the October Offering resold their shares in possible violation of
the  Securities  Act  of  1933, as amended, and other applicable securities laws
("Securities  Laws").  As  a  result,  certain  purchasers  voluntarily returned
shares  (totaling  1,173,574 shares) to the Company.  The Company has made every
effort  to  insure that it complied with all applicable Securities Laws and that
all  purchasers  of  the  Company's  October Offering received full and adequate
disclosure  regarding  the  Company's  operations.  However,  in  the event that
portions  of  the  October  Offering  may  be  deemed  to  have  been  made  in
contradiction  of  the  Securities Laws, the Company may face certain contingent
liabilities, including certain administrative action as well as reimbursement of
certain  investors'  investment  amounts.

The  accompanying  statement  of  stockholders'  equity  reflects  the return of
1,173,574  shares  in  1999  as  if  the  original  shares  were  never  issued.

The  accompanying  financial  statements do not reflect the potential effects of
these  contingencies,  which  could  be  material  (see  Note  3).

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                                                                            F-22

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
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NOTE  11  -  SUBSEQUENT  EVENTS

2000  Stock  Incentive  Plan

On  February  14, 2000, the Company's Board of Directors approved the 2000 Stock
Incentive  Plan  (the  "Plan").  Under  the  terms  of  the  Plan,  a  Committee
established  by  the Board of Directors (the "Committee") has the sole authority
to  determine which of the eligible persons shall receive awards pursuant to the
Plan.  Under  the  Plan,  the number of shares underlying such awards, and other
terms  and  conditions  of  the awards granted under the Plan are subject to the
sole  discretion  of  the  Committee to the extent they do not conflict with the
terms  of the Plan.  Up to 20% of the common stock of the Company outstanding as
of  February  14, 2000 and increasing 20% of any subsequent additional increases
in  the  outstanding  common  stock of the Company up to a maximum of 15,000,000
shares,  are  reserved  for  issuance under the Plan.  As of March 31, 2000, the
Company  had issued options for the purchase of an aggregate of 1,862,110 shares
of  the  Company's  common  stock under the Plan to 73 employees of the Company.

Pursuant to the Plan, in the event of an acquisition, merger, or other change in
the Company's control, all awards issued under the Plan automatically vest as to
existing  and recently terminated employees except where otherwise determined by
the Company's Board of Directors.  With regards to the Company's proposed merger
(see  below), the Company's Board of Directors has determined to vest 25% of the
2000  Plan  options.  Options  granted  in 1999 contained no such provisions and
thus,  in  general,  have  no  accelerated  vesting  as a result of the proposed
merger.

Approval  and  ratification  of  the Plan will require approval of the Company's
stockholders.

Common  Stock  Activity

Since  December  31,  1999,  the  Company has received proceeds of $580,000 from
sales of common stock at a price of $1.00 per share.  This cash has been used to
pay  ongoing  operating  expenses as well as the commitments outlined in Note 4.

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                                                                            F-24

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

Management

The  Company's  president/chief  financial officer (and one of the two founders)
resigned  in  March, 2000.  The Company anticipates that the contemplated merger
(see  below)  will address some of its management vacancies; if not, the Company
intends  to  recruit  individuals  with the appropriate amount of management and
industry  experience.

Proposed  Merger

On  April  13,  2000,  the  Company  entered  into  an  Agreement  and  Plan  of
Reorganization  between  the Company, its wholly owned subsidiary, 2TheMart.com,
Inc.,  a  Delaware  Corporation  ("2TMD"),  GoToWorld.com,  Inc.,  a  Delaware
Corporation  ("GTW"),  and  GoToWorld's  parent  company, Languageforce, Inc., a
Colorado  Corporation ("LanguageForce"), whereby the Company will merge with and
into  2TMD,  with  2TMD being the surviving Company.  Pursuant to the agreement,
all  of the Company's common stock will be exchanged for shares of 2TMD on a one
for  one basis.  As a result, the Company will effectuate a reincorporation from
an  Oklahoma corporation into a Delaware corporation.  Immediately subsequent to
the  Company's  merger  with  2TMD,  GTW will merge with and into the subsequent
combined company, now 2TMD.  Pursuant to the agreement, all of the shares of GTW
will  be  exchanged  for  52,930,931  shares  of  the  common stock of 2TMD in a
transaction  accounted  for  as  a  reverse  acquisition for accounting purposes
(i.e.,  an  acquisition  by  GTW of 2TMD).  Subsequent to the merger of GTW into
2TMD,  2TMD  will  change  its  name  to  "GotoWorld.com,  Inc."

Under  the  terms  of  the agreement, Ian S. Simpson will  become the President,
Chief  Executive Officer and Chairman of the Board of the surviving corporation;
Steven  W.  Rebeil, the Company's CEO and Chairman of the Board, will relinquish
all of his management positions with the Company and will become a director. The
closing of the agreement and effectiveness of the proposed mergers is subject to
shareholder  approval  of  both  the  Company  and  GTW.

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                                                                            F-25

<PAGE>
                                                              2THEMART.COM, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------


NOTE  11  -  SUBSEQUENT  EVENTS,  CONTINUED

Operating  Agreement

The  Company  has entered into an Interim Operating Agreement with GTW effective
April  19, 2000.  Pursuant to the agreement GTW has agreed to fund the Company's
daily  operating  expenses  pending  completion of the proposed merger discussed
above.










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                                                                            F-26