SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB
                                   (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, 2000
                                       OR
[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number: 000-29331

                               IKON VENTURES, INC.
             (Exact name of registrant as specified in its charter)

                Nevada                                     76-0270295
     (State or other jurisdiction                         (IRS employer
   of incorporation or organization)                     Identification No.)



                            Suite 305, Collier House
                              163/169 Brompton Road
                             London, England SW3 1PY
                    (Address of principal executive offices)

                                011-171-591-4435
               Registrant's telephone number, including area code

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

         Title of Each Class:      Name of Each Exchange on Which Registered
         -------------------       -----------------------------------------
                None                                None


           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                (Title of Class)

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

Yes [ ]           No [X]

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in Part III of this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: none

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days: $605,000 as of February 6, 2001.

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of February 23, 2001:  310,890  shares of common stock,  par
value $.001 per share  (reflects  completion  of a one for one  hundred  reverse
stock split).

<PAGE>
                                     PART I

Item 1.  Description of Business

Forward-looking Statements

     This Annual Report includes  forward-looking  statements within the meaning
of Section 21E of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act").
These  statements  are based on  management's  beliefs and  assumptions,  and on
information  currently  available  to  management.   Forward-looking  statements
include  statements  in which words such as  "expect,"  "anticipate,"  "intend,"
"plan," "believe," estimate," "consider," or 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
stockholder   values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Many of the  factors  that  will  determine  these
results and values are beyond the Company's  ability to control or predict.  For
these  statements,  the  Company  claims the  protection  of the safe harbor for
forward-looking statements contained in Section 21E of the Exchange Act.

History

     In February 2001, the Company completed a one for one hundred reverse stock
split (the "Reverse  Stock  Split").  Unless  otherwise  indicated,  none of the
numbers of shares herein have been adjusted for the Reverse Stock Split.

     Ikon Ventures,  Inc., a Nevada  corporation,  is the surviving  entity in a
merger with its then corporate parent, Northline Industrial Corporation, a Texas
corporation ("NIC"). The background to the merger and related transactions is as
follows:

     NIC was  incorporated  under the laws of the State of Texas on December 28,
1988, and issued  25,000,000  shares of common stock, par value $.0001 per share
(the "NIC Common Stock"),  in consideration of the performance of organizational
services  in the amount of  $2,500.00.  Following  incorporation,  NIC  remained
inactive  until  March 1996 when the then  management  adopted a  business  plan
providing for the  reincorporation of the company in the State of Nevada and the
establishment  and operation of a scheduled charter cargo airline under the name
"Air  Epicurean"  to transport  fresh fish and other  sensitive  food items.  On
June24, 1996, NIC completed a limited private offering of 550,000 shares of NIC
Common Stock at $0.05 per share, pursuant to Rule 504 ("Rule 504") of Regulation
D, as promulgated by the Securities and Exchange Commission (the "SEC") pursuant
to Section 3 of the Securities Act of 1933, as amended (the "Act").  On July 19,
1996, NIC caused the incorporation of Air Epicurean, Inc. ("Air Epicurean"),  as
a  wholly  owned   Nevada   corporation   for  the  purpose  of  effecting   the
reincorporation of NIC as a Nevada corporation. In December 1996, the management
of NIC  concluded  that the  previously  adopted  business plan to establish air
carrier  operations  was not  commercially  viable and  initiated a search for a
suitable merger candidate.

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<PAGE>

     On March 5, 1997,  NIC merged with and into Air Epicurean and Air Epicurean
became the  surviving  corporation.  Pursuant to the  merger,  each share of NIC
Common Stock issued and outstanding immediately prior thereto was converted into
one share of Air Epicurean  common stock, par value $.001 per share (the "Common
Stock"), and the officers and directors of NIC became the officers and directors
of Air Epicurean.  All references  below to the "Company"  include Air Epicurean
and NIC.

     On April 24, 1997, the Company  effected a ten for one reverse split of its
outstanding  shares of Common  Stock  resulting  in there then  being  2,555,000
shares of Common  Stock  issued and  outstanding,  and the  shareholders  of the
Company  approved a change of corporate  name to Ikon  Ventures,  Inc.  that was
effected on May 8, 1997.

     On May 12,  1997,  the  Company's  then board of  directors  authorized  in
principle the acquisition of Zeolite Mira s.r.l.,  an Italian  corporation based
in  Mira,  Italy  ("Zeolite  Mira"),  engaged  in the  manufacture  and  sale of
detergents and components  thereof.  On May 30, 1997, the Company entered into a
series of interrelated  agreements (the  "Acquisition  Agreements")  pursuant to
which it agreed to purchase 90% of the capital  stock of Zeolite  Mira, of which
50% was to be acquired from Birac  Holding  S.p.A.,  a  Yugoslavian  corporation
("Birac"),  in exchange for approximately  $1,000,000 and 40% was to be acquired
from Holding  Societa Per La Generale  Fisica E Chimica Spa In  Proprieta  Mista
(Holding  Institute of General & Physical  Chemistry;  referred to herein as the
"Institute"),  a Yugoslavian  corporation  controlled by Professor Dusan Vucelic
("Professor  Vucelic"),  in exchange  for 180,000  shares of Common  Stock.  The
Institute  would  continue to be the owner of the remaining 10% of Zeolite Mira.
The Acquisition Agreements also provided, among other things, for the following:
(i) loans or lines of credit to be  furnished  by the Company to Zeolite Mira of
up to  $3,000,000  to be used for working  capital and of up to  $4,000,000  for
capital  expenditures,  subject  to the  board  of  directors  of  Zeolite  Mira
approving budgets and business plans to be provided by Professor  Vucelic;  (ii)
the purchase by the Company of 100% of the capital stock of Deacon Holding N.V.,
a  Netherlands  Antilles  corporation  that  owned  a 90%  interest  in  certain
detergent  related  intellectual   property  rights  and  technical  information
("Deacon"), from the Institute in exchange for 1,020,000 shares of Common Stock;
(ii) the  conveyance  to Deacon  by  Professor  Vucelic  of  certain  additional
intellectual  property rights related to the detergent  industry in exchange for
1,275,000 shares of Common Stock; (iii) the placement in escrow of the 2,295,000
shares to be issued to the Institute  and the  Professor in connection  with the
purchase  of  Deacon  and the  additional  intellectual  rights  (the  "Earn-Out
Shares") to be released based upon the cash flow to be generated by Zeolite Mira
over a period of 10 years but, in any event, at the end of such period; (iv) the
payment to  Professor  Vucelic of $350,000,  and (v) the  retention of Professor
Vucelic as  president  and a  director  of  Zeolite  Mira and a director  of the
Company for a period of three years.

     On June 11, 1997,  the Company  completed a private  placement of 9,500,000
shares of Common Stock at $.10 per share pursuant to Rule 504.

     On  June  12,  1997,  the  Company   completed  all  of  the   transactions
contemplated  under the Acquisition  Agreements.  In connection  therewith,  Ian
Rice,  Professor  Vucelic,  Brian Copsey  Stephen Gross and Kurt  Schlapfer were

                                       2
<PAGE>

elected  directors of the Company;  Mr. Rice was elected as Chairman;  Professor
Vucelic was appointed as President;  Mr. Copsey was appointed as Chief Financial
Officer,  Kurt  Schlapfer  was  appointed  as  Secretary,  and all of the  other
officers and directors of the Company resigned. Professor Vucelic resigned as an
officer and director of the Company in May 1998,  and Mr. Copsey  resigned as an
officer and director of the Company in June 1999.

     In September  1997,  the Company and the  Institute  agreed to form a joint
venture to build a plant in  Yugoslavia to  manufacture  powder  detergents.  In
furtherance  of the joint  venture,  the parties  caused the formation of Bexley
Limited, a Yugoslavian corporation ("Bexley"), of which the Company acquired 90%
of the  capital  stock  and  the  Institute  acquired  the  remaining  10%.  The
construction  of the plant and the purchase of the related  equipment  was to be
supervised by the Institute and financed by loans from the Company.

     On October 9, 1997, the Company completed a private placement to accredited
investors  of  1,600,000  Units of the Company at a purchase  price of $5.00 per
Unit,  each Unit  consisting  of one share of  Common  Stock and one three  year
warrant to purchase one-half share of Common Stock at an exercise price equal to
$7.50 per share." The  placement  was  effected  pursuant to  Regulation  506 of
Regulation D.

     On May 13, 1998,  the  Company's  board of directors  announced  that after
reviewing  the  performance  and  capital  requirements  of the  Company's  then
subsidiaries, Zeolite Mira, Deacon and Bexley, it had decided to consider all of
the  Company's  strategic  alternatives,  including  the possible  sale or other
disposition of the Company's  subsidiaries.  Pursuant to that decision,  on July
19, 1998,  the Company sold all of its interest in Deacon to Professor  Vucelic.
As consideration  therefor,  Professor Vucelic and the Institute returned to the
Company all of the Earn-Out Shares, all of Professor  Vucelic's then outstanding
options to purchase  shares of Common Stock were canceled and Professor  Vucelic
resigned as an officer and director of the Company. He remained,  however, as an
officer and director of Zeolite Mira.

     On July 30, 1998, the Company  entered into an agreement to sell all of its
interest in Bexley and related equipment  purchased by the Company for the plant
to be operated by Bexley to Hemslade Trading Limited, an unrelated party, for an
aggregate   consideration   of   $1,082,804.   The  final   installment  of  the
consideration was received in January 1999.

     On March 30, 1999, after obtaining the requisite shareholder approval,  the
Company  sold all of its 90%  interest in the share  capital of Zeolite  Mira as
follows:  (i) 12% to the  Institute  in  consideration  of the return of 180,000
shares of Common  Stock,  and (ii) 78% to CEFT  Engineering  and  Trading AG, an
unrelated Swiss corporation  ("CEFT"),  as well as all of the Company's right to
outstanding  principal and interest  payments arising from all loans extended to
Zeolite  Mira by the  Company,  except  the loan  made in  December  1998 in the
outstanding  amount of $495,000,  in consideration of $350,000.  Simultaneously,
Zeolite  Mira paid the  Company  $250,000  as final  settlement  of the  payment
obligations of Zeolite Mira arising under the December 1998 loan.

                                       3
<PAGE>

     Since the sale of the Company's  interest in Zeolite Mira,  the Company has
not had any  operating  business.  The  Company  does not own or lease  any real
estate,  has no employees or consultants other than its Chairman,  Ian Rice, and
will have no operations of its own unless and until it engages in one or more of
the activities described below under this Item 1. The Company is a "blank check"
company  that intends to enter into a business  combination  with one or more as
yet unidentified privately held businesses.

     In January  2000,  the Company  issued an  aggregate  of 400,000  shares of
Common Stock to Ludgate Communications, Inc. and its assignee in partial payment
of certain public relations services rendered by Ludgate during 1998.

     In  December  2000,  the  Company  issued  to twelve  unrelated  accredited
investors  an  aggregate  of  15,984,000  shares  of  Common  Stock in a private
placement raising net proceeds of approximately $99,800.

     The Company's  shares of Common Stock have been trading on the OTC Bulletin
Board under the symbol "IKON" from May 1997 until  February 27, 2001,  and under
the symbol "IKNV" since  February 28, 2001.  The closing bid price of the Common
Stock on the OTC Bulletin Board was $0.02 on February 6, 2001.

Proposed Business

     The Company intends to enter into a business  combination  with one or more
as yet  unidentified  privately held  businesses.  Management  believes that the
Company will be attractive to privately  held  companies  interested in becoming
publicly  traded by means of a business  combination  with the Company,  without
offering their own securities to the public.  The Company will not be restricted
in its search for business combination candidates to any particular geographical
area,  industry or industry  segment,  and may enter into a  combination  with a
private business engaged in any line of business. Management's discretion is, as
a practical matter,  unlimited in the selection of a combination candidate.  The
Company has not entered into any agreement,  arrangement or understanding of any
kind with any person  regarding a business  combination.  The  Company  does not
intend to enter into any business combination  involving any business or venture
with which its officers or directors are affiliated.

     Depending  upon the nature of the  transaction,  all or some of the current
officers and directors of the Company  probably  will resign their  directorship
and  officer  positions  with the  Company  in  connection  with  the  Company's
consummation of a business combination. See "Form of Acquisition" below. In such
event,  it is likely that the  Company's  current  management  will not have any
control  over the conduct of the  Company's  business  following  the  Company's
completion of a business combination.

     It is anticipated  that business  opportunities  will come to the Company's
attention   from  various   sources,   including  its   management,   its  other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans, understandings,  agreements, or commitments with any individual or entity

                                       4
<PAGE>

to act as a finder of or as a  business  consultant  in  regard to any  business
opportunities for the Company. There are no plans to use advertisements, notices
or any general solicitation in the search for combination candidates.

     PRE-COMBINATION ACTIVITIES. The Company is a "blank check" company, defined
as  an  inactive  company  with  nominal  assets  and  liabilities.  With  these
characteristics,  management  believes  that the Company will be  attractive  to
privately held companies  interested in becoming  publicly  traded by means of a
business combination with the Company,  without offering their own securities to
the public. The Company intends to pursue negotiations with qualified candidates
after effectiveness of this Registration Statement.

     The term "business  combination" (or "combination") means the result of (i)
a statutory merger of a combination candidate into or its consolidation with the
Company or a wholly owned  subsidiary  of the Company  formed for the purpose of
the merger or  consolidation,  or (ii) the exchange of securities of the Company
for the assets or  outstanding  equity  securities of a privately  held business
entity or individual, and similar transactions.  A combination may be structured
in one of the  foregoing  ways or in any  other  form  that  will  result in the
combined  entity  being a publicly  held  corporation.  It is unlikely  that any
proposed  combination  will be  submitted  for  the  approval  of the  Company's
shareholders  prior to consummation.  Pending  negotiation and consummation of a
combination, the Company anticipates that it will have no business activities or
sources of revenues and will incur no significant  expenses or liabilities other
than expenses  related to its ongoing filings  required by the Exchange Act, the
negotiation  and  consummation of a combination and maintenance of its executive
office suite facility, as well as payment of consulting fees to its Chairman.

     The Company  anticipates  that the business  opportunities  presented to it
will (1) be recently organized with no operating history, or a history of losses
attributable  to  under-capitalization  or other  factors;  (2) be  experiencing
financial  or operating  difficulties;  (3) be in need of funds to develop a new
product or  service  or to expand  into a new  market;  (4) be  relying  upon an
untested  product  or  marketing  concept;  or  (5)  have a  combination  of the
foregoing  characteristics.  Given the above factors, it should be expected that
any acquisition candidate may have a history of losses or low profitability.

     The Company will not be restricted  in its search for business  combination
candidates to any particular  geographical  area,  industry or industry segment,
and may enter into a combination  with a private business engaged in any line of
business,  including service, finance, mining,  manufacturing,  real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other.  Management's  discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management of the Company
will seek combination  candidates in the United States and other  countries,  as
available time permits, through existing associations and by word of mouth.

     The Company has not entered into any agreement or understanding of any kind
with any person regarding a business combination. There is no assurance that the
Company will be  successful in locating a suitable  combination  candidate or in

                                       5
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concluding  a business  combination  on terms  acceptable  to the  Company.  The
Company's  Board of Directors has not  established a time limitation by which it
must  consummate a suitable  combination;  however,  if the Company is unable to
consummate a suitable  combination within a reasonable period, such period to be
determined at the discretion of the Company's  Board of Directors,  the Board of
Directors  will  probably  recommend  its  liquidation  and  dissolution.  It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to one such venture  because of the Company's  lack of capital.  This
lack of  diversification  will not permit the Company to offset potential losses
from one acquisition  against profits from another,  and should be considered an
adverse factor affecting any decision to purchase the Company's securities.

     The  Company's  management  has the  authority  and  discretion  to  effect
transactions having a potentially adverse impact upon the Company's shareholders
and  to  complete  a  combination   without   submitting  any  proposal  to  the
stockholders  for their prior approval.  The Company's  shareholders  should not
anticipate  that they will have any  meaningful  opportunity to consider or vote
upon  any  candidate  selected  by the  Company's  management  for  acquisition.
However,  it is  anticipated  that the  Company's  shareholders  will,  prior to
completion  of  any  combination,  be  given  information  about  the  candidate
company's  business,  financial  condition,  management  and  other  information
required by Items 6(a),  (d),  (e), 7 and 8 of Schedule  14A of  Regulation  14A
under the Exchange Act.

     COMBINATION SUITABILITY STANDARDS. The analysis of candidate companies will
be undertaken by or under the supervision of the Company's Chairman,  who is not
a professional business analyst.

     To a large extent, a decision to participate in a specific  combination may
be made upon  management's  analysis of the quality of the  candidate  company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the candidate  will derive from  becoming a publicly  held entity,  and numerous
other factors that are difficult, if not impossible,  to objectively quantify or
analyze. In many instances,  it is anticipated that the historical operations of
a specific  candidate may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches substantially,
expand significantly,  change product emphasis,  change or substantially augment
management, or make other changes. The Company will be dependent upon the owners
and  management  of a candidate to identify any such problems that may exist and
to implement,  or be primarily  responsible for the  implementation of, required
changes.  Because the Company may participate in a business  combination  with a
newly  organized  candidate or with a candidate  that is entering a new phase of
growth,  it should be  emphasized  that the Company  will incur  further  risks,
because  management  in many  instances  will not have proved its  abilities  or
effectiveness, the eventual market for the candidate's products or services will
likely not be established and the candidate may not be profitable when acquired.

     Otherwise,  the  Company  anticipates  that it may  consider,  among  other
things, the following factors:

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     1.   Potential for growth and  profitability,  indicated by new technology,
          anticipated market expansion, or new products;

     2.   The  Company's  perception  of how any  particular  candidate  will be
          received   by  the   investment   community   and  by  the   Company's
          stockholders;

     3.   Whether,  following the business combination,  the financial condition
          of the candidate would be, or would have a significant prospect in the
          foreseeable future of becoming  sufficient to enable the securities of
          The Company to qualify for listing on an exchange or on Nasdaq,  so as
          to  permit  the  trading  of such  securities  to be  exempt  from the
          requirements  of  the  federal  "penny  stock"  rules  adopted  by the
          Commission.

     4.   Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;

     5.   The extent to which the candidate can be advanced;

     6.   Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;

     7.   Strength and diversity of existing management, or management prospects
          that are scheduled for recruitment;

     8.   The cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential; and

     9.   The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

     No one of the factors  described above will be controlling in the selection
of a candidate.  Potentially  available  candidates  may occur in many different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  It should be recognized that,  because of the
Company's limited capital  available for investigation and management's  limited
experience  in business  analysis,  the Company may not  discover or  adequately
evaluate adverse facts about the opportunity to be acquired.  The Company cannot
predict when it may participate in a business combination.  It expects, however,
that the analysis of specific  proposals  and the  selection of a candidate  may
take several months or more.

     Management  believes that various types of potential  merger or acquisition
candidates might find a business  combination with the Company to be attractive.
These  include  acquisition  candidates  desiring to create a public  market for

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their shares in order to enhance liquidity for current shareholders, acquisition
candidates that have long-term plans for raising capital through the public sale
of securities and believe that the possible  prior  existence of a public market
for their securities would be beneficial,  and acquisition candidates which plan
to acquire  additional  assets  through  issuance of securities  rather than for
cash,  and believe that the  possibility  of  development of a public market for
their securities will be of assistance in that process.  Acquisition  candidates
that  have a need  for an  immediate  cash  infusion  are not  likely  to find a
potential business combination with the Company to be an attractive alternative.

     Prior to  consummation  of any  combination  (other than a mere sale by the
Company  insiders of a controlling  interest in the Company's  common stock) the
Company  intends to require that the combination  candidate  provide the Company
with the financial  statements required by Item 310 of Regulation S-B, including
at the least an audited  balance sheet as of the most recent fiscal year end and
statements of operations, changes in stockholders' equity and cash flows for the
two most recent fiscal years, audited by certified public accountants acceptable
to the Company's  management,  and the  necessary  unaudited  interim  financial
statements.  Such financial statements must be adequate to satisfy the Company's
reporting  obligations  under  Section  15(d) or 13 of the Exchange  Act. If the
required audited financial  statements are not available at the time of closing,
the Company must reasonably  believe that the audit can be obtained in less than
60  days.  This  requirement  to  provide  audited   financial   statements  may
significantly  narrow the pool of potential  combination  candidates  available,
since most private  companies are not already  audited.  Some private  companies
will  either not be able to obtain an audit or will find the audit  process  too
expensive.  In addition,  some private companies on closer  examination may find
the entire  process of being a reporting  company after a  combination  with the
Company  too  burdensome  and  expensive  in  light of the  perceived  potential
benefits from a combination.

     FORM OF  ACQUISITION.  It is  impossible to predict the manner in which the
Company  may   participate  in  a  business   opportunity.   Specific   business
opportunities  will be reviewed as well as the  respective  needs and desires of
the Company and the  promoters of the  opportunity  and,  upon the basis of that
review and the relative  negotiating strength of the Company and such promoters,
the legal  structure  or method  deemed by  management  to be  suitable  will be
selected.  Such structure may include,  but is not limited to, leases,  purchase
and  sale   agreements,   licenses,   joint   ventures  and  other   contractual
arrangements.  The Company may act directly or indirectly through an interest in
a partnership,  corporation  or other form of  organization.  Implementing  such
structure may require the merger, consolidation or reorganization of the Company
with other  corporations or forms of business  organization,  and although it is
likely, there is no assurance that the Company would be the surviving entity. In
addition,  the present  management and  stockholders  of the Company most likely
will  not have  control  of a  majority  of the  voting  shares  of the  Company
following  a  reorganization  transaction.  As part of such a  transaction,  the
Company's  existing  directors  may resign and new  directors  may be  appointed
without any vote or opportunity for approval by the Company's shareholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it

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should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders.

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions  that
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter,  the Company  anticipates that it, and/or its officers
and  principal  shareholders,  will  enter  into a  letter  of  intent  with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parities to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs therefore incurred in the related  investigation would not be recoverable.
Moreover,  because many providers of goods and services require  compensation at

                                       9
<PAGE>

the time or soon after the goods and services are provided, the inability of the
Company to pay until an  indeterminate  future  time may make it  impossible  to
procure goods and services.

     POST-COMBINATION   ACTIVITIES.   Management   anticipates  that,  following
consummation of a combination, control of the Company will change as a result of
the  issuance of  additional  Common Stock to the  shareholders  of the business
acquired in the combination.  Once ownership  control has changed,  it is likely
that the new  controlling  shareholders  will call a meeting  for the purpose of
replacing the incumbent  directors of the Company with  candidates of their own,
and that the new directors  will then replace the incumbent  officers with their
own nominees.  Rule 14f-1 under the Exchange Act requires that, if in connection
with a business combination or sale of control of the Company there should arise
any  arrangement  or  understanding  for a change in a majority of the Company's
directors and the change in the board of directors is not approved in advance by
the  Company's  shareholders  at a  shareholder  meeting,  then  none of the new
directors  may take  office  until at least ten (10) days  after an  information
statement  has  been  filed  with  the  Commission  and  sent  to the  Company's
shareholders.  The information  statement  furnished must as a practical  matter
include the information required by Items 6(a), (d) and (e), 7 and 8 of Schedule
14A of Regulation 14A in a proxy statement.

     Following  consummation of a combination,  management  anticipates that the
Company  will  file a  current  report  on Form 8-K with  the  Commission  which
discloses, among other things, the date and manner of the combination,  material
terms of the definitive agreement,  the assets and consideration  involved,  the
identity  of the person or persons  from whom the assets or other  property  was
acquired,  changes  in  management  and  biographies  of the new  directors  and
executive   officers,   identity  of  principal   shareholders   following   the
combination,  and contains the required financial statements.  The Form 8-K also
will be required to include all  information as to the business  acquired called
for by Item 101 of Regulation S-B.

Potential Benefits To Insiders

     In connection with a business  combination,  the Company may require that a
company being  acquired  repay all advances,  if any, made to the Company by the
Company's   shareholders   and   management  or  any  accrued  fees  or  expense
reimbursements, at or prior to closing of a combination. Otherwise, there are no
conditions  that any  combination  or combination  candidate must meet,  such as
buying stock from the Company's  officers,  directors or principal  shareholders
("Insiders") or paying compensation to any of the Company's  Insiders,  or their
respective affiliates.

Use Of Consultants And Finders

     Although  there are no  current  plans to do so, the  Company's  management
might  hire and pay an outside  consultant  to assist in the  investigation  and
selection of candidates, and might pay a finder's fee to a person who introduces
a candidate with which the Company  completes a  combination.  Since the Company
has no current plans to use any outside  consultants or finders to assist in the

                                       10
<PAGE>

investigation  and  selection  of  candidates,  no  policies  have been  adopted
regarding use of  consultants  or finders,  the criteria to be used in selecting
such consultants or finders,  the services to be provided,  the term of service,
or the structure or amount of fees that may be paid to them. However, because of
the limited resources of the Company, it is likely that any such fee the Company
agrees  to pay would be paid in stock and not in cash.  The  Company  has had no
discussions,  and has entered into no arrangements or  understandings,  with any
consultant or finder.  The Company's officers and directors have not in the past
used any particular  consultant or finder on a regular basis and have no plan to
either use any consultant or recommend that any particular consultant be engaged
by the Company on any basis.

     It is possible  that  compensation  in the form of common  stock,  options,
warrants or other  securities of the Company,  cash or any combination  thereof,
may be paid to outside consultants or finders. No securities of the Company will
be paid to  officers,  directors  or  promoters  of the Company nor any of their
respective affiliates as a finder's fee. Any payments of cash to a consultant or
finder  would  be  made  by the  business  acquired  or  persons  affiliated  or
associated  with it, and not by the Company.  It is possible that the payment of
such  compensation  may become a factor in any  negotiations  for the  Company's
acquisition of a business  opportunity.  Any such  negotiations and compensation
may present  conflicts of  interests  between the  interests of persons  seeking
compensation and those of the Company's shareholders,  and there is no assurance
that any such conflicts will be resolved in favor of the Company's shareholders.

State Securities Laws Considerations

     Section 18 of the  Securities  Act of 1933, as amended in 1996 (the "Act"),
provides that no law, rule,  regulation,  order or administrative  action of any
state may require  registration  or  qualification  of  securities or securities
transactions  that involve the sale of a "covered  security."  The term "covered
security" is defined in Section 18 to include among other things transactions by
"any person not an issuer,  underwriter  or dealer," (in other words,  secondary
transactions  in  securities   already   outstanding)  that  are  exempted  from
registration by Section 4(1) of the Act,  provided the issuer of the security is
a  "reporting  company,"  meaning  that it files  reports  with  the  Commission
pursuant to Section 13 or 15(d) of the Exchange Act.

     Section  18 as amended  preserves  the  authority  of the states to require
certain  limited  notice  filings by issuers  and to collect  fees as to certain
categories of covered securities,  specifically including Section 4(1) secondary
transactions  in the  securities  of reporting  companies.  Section 18 expressly
provides, however, that a state may not "directly or indirectly prohibit, limit,
or impose  conditions  based on the merits of such offering or issuer,  upon the
offer or sale of any (covered)  security.  This provision  prohibits states from
requiring  registration  or  qualification  of  securities  of an  Exchange  Act
reporting company which is current in its filings with the SEC.

     The states  generally  are free to enact  legislation  or adopt  rules that
prohibit secondary trading in the securities of "blank check" companies like the
Company.  However,  Section  18 of the  Act  preempts  state  law as to  covered
securities of a reporting  company.  Thus,  while the states may require certain

                                       11
<PAGE>

limited  notice  filings  and  payment  of  filing  fees  by  the  Company  as a
precondition to secondary trading of its shares in those states, they cannot, so
long as the Company is a reporting issuer,  prohibit, limit or condition trading
in the Company's  securities based on the fact that the Company is or ever was a
blank check  company.  The Company  will comply with such state  limited  notice
filings as may be necessary in regard to secondary  trading.  At this time,  the
Company's  stock is not actively  traded in any market,  and an active market in
its Common Stock is not expected to arise, if ever,  until after completion of a
business combination.

No Investment Company Act Regulation

     Prior to  completing  a  combination,  the  Company  will not engage in the
business  of  investing  or  reinvesting  in, or  owning,  holding or trading in
securities,  or  otherwise  engaging  in  activities  which would cause it to be
classified as an "investment  company" under the Investment Company Act of 1940.
To avoid becoming an investment  company,  not more than 40% of the value of the
Company's assets (excluding government securities and cash and cash equivalents)
may  consist  of  "investment  securities,"  which is  defined  to  include  all
securities   other  than  U.S.   government   securities   and   securities   of
majority-owned  subsidiaries.  Because  the  Company  will not own  less  than a
majority  of any assets or business  acquired,  it will not be  regulated  as an
investment  company.  The Company will not pursue any combination unless it will
result  in the  Company  owning at least a  majority  interest  in the  business
acquired.

Competition

     The Company will be in direct competition with many entities in its efforts
to locate suitable business  opportunities.  Included in the competition will be
business development  companies,  venture capital partnerships and corporations,
small business  investment  companies,  venture capital affiliates of industrial
and financial companies,  broker-dealers and investment bankers,  management and
management  consultant  firms and private  individual  investors.  Most of these
entities  will possess  greater  financial  resources and will be able to assume
greater  risks than those which the  Company,  with its limited  capital,  could
consider.  Many of these  competing  entities  will also  possess  significantly
greater  experience and contacts than the Company's  management.  Moreover,  the
Company also will be competing  with  numerous  other blank check  companies for
such opportunities.

Employees

     The Company does not have any  employees and it is not expected to have any
employees except as a result of completing a combination.

Item 2.  Description of Property

     The Company does not own or lease any real property.  The Company's offices
in London  are  leased in the name of and paid for by Sigma  Limited,  S.A.,  an

                                       12
<PAGE>

entity for which Ian Rice,  the Company's  Chairman,  acts as a consultant.  The
monthly office lease payments amount to approximately £1,900.


Item 3.  Legal Proceedings

     As of the date hereof,  the Company is not a party to any material  pending
legal proceeding and is not aware of any threatened legal proceeding.


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

     At  a  duly  called  shareholders'   meeting  on  February  16,  2001,  the
shareholders  of the  Company  approved  the  following  actions  by  the  votes
indicated:

<TABLE>
<CAPTION>


Matter                                          Number of Votes For      Number of Votes Against      Abstentions
------                                         -------------------       -----------------------      -----------

<S>                                                 <C>                             <C>                   <C>
One-for-one-hundred  reverse stock split            16,000,500                      500                   250
of the issued and outstanding  shares of
Common Stock

Adoption   of   2001   Employee    Stock            16,000,750                      500                     0
Compensation Plan

Amendments to Bylaws                                16,000,750                        0                   500
</TABLE>




                                       13
<PAGE>


PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         Market Information

     The  Company's  Common  Stock  traded on the OTC  Bulletin  Board under the
symbol  "IKON",  until  February  27,  2001,  and under the symbol  "IKNV" since
February 28, 2001.  The following  table sets forth the high and low closing bid
prices for the Common Stock for the periods indicated.

                                                   HIGH              LOW
                                                   ----              ---
Year Ended December 31, 1999

First Quarter                                     $.625           $.15625
Second Quarter                                      .25             .0625
 Third Quarter                                      .20             .0625
 Fourth Quarte                                      .10               .03
Year Ended December 31, 2000
 First Quarter                                     $.20              $.01
 Second Quarter                                     .06               .01
 Third Quarter                                     .065               .02
 Fourth Quarter                                     .10               .03
Year Ended December 31, 2001
Through February 6, 2001                           $.05              $.02


     On February  6, 2001 the  closing bid price of the Common  Stock on the OTC
Bulletin Board was $0.02.

     There are no  outstanding  options or warrants to purchase,  or  securities
convertible into, shares of Common Stock.

     The Company is not and has not  proposed  to  publicly  offer any shares of
Common Stock.


                                       14
<PAGE>

     Holders of Record

     As of February 6, 2001,  there were  approximately  89 holders of record of
the Company's  Common Stock.  The Company believes that the number of beneficial
owners is approximately 228.

     Dividends

     The Company has never paid a cash dividend on its Common Stock nor does the
Company anticipate paying cash dividends on its Common Stock in the near future.
It is the present  policy of the Company not to pay cash dividends on the Common
Stock but to retain earnings, if any, to fund growth and expansion.

     Recent Sale of Unregistered Securities

     No securities  that were not  registered  under the Act have been issued or
sold by the Company  during the fiscal  years ended  December 31, 1999 and 2000,
except as described below.

     On February 18, 1999,  the Company  issued to David Palmer,  its then Chief
Financial  Officer, a warrant to purchase 50,000 shares of Common Stock at $.001
in connection  with his employment by the Company.  The warrant was exercised in
April  1999,  at which time  50,000  shares of Common  Stock were  issued to Mr.
Palmer. The warrant and the shares issued upon exercise thereof were offered and
sold to a  sophisticated  investor in reliance  upon the  exemption  provided by
Section 4(2) of the Act. The securities have been appropriately legended and the
Company  received  from Mr.  Palmer a  representation  regarding  his  intent to
acquire the securities  for the purpose of investment  only, and not with a view
toward the subsequent distribution thereof.

     Also, on January 28, 2000,  the Company  issued to Ludgate  Communications,
Inc.,  and its  designee,  Jeremy T. Glantz,  an aggregate of 400,000  shares of
Common Stock as partial payment for certain public relations  services  rendered
to the  Company  by  Ludgate.  The  foregoing  offers  and  sales  were  made to
sophisticated parties in reliance upon the exemption provided by Section 4(2) of
the Act. Each party was  furnished  with  information  regarding the Company and
each had an opportunity to verify the information  supplied.  Additionally,  the
Company  obtained a  representation  from each party of its intention to acquire
the  securities  for the purpose of investment  only, and not with a view toward
the subsequent distribution thereof. The securities bear appropriate restrictive
legends.

     On December  6, 2000,  the Company  issued to twelve  unrelated  accredited
investors  an  aggregate  of  15,984,000  shares  of  Common  Stock in a private
placement  raising net proceeds of approximately  $99,800.  The foregoing offers
and sales were made to  sophisticated  parties in  reliance  upon the  exemption
provided by Section 4(2) of the Act. Each party was furnished  with  information
regarding  the Company  and each had an  opportunity  to verify the  information
supplied. Additionally, the Company obtained a representation from each party of
its intention to acquire the securities for the purpose of investment  only, and

                                       15
<PAGE>

not with a view toward the subsequent  distribution thereof. The securities bear
appropriate restrictive legends.

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

     The  Company's  plan of operation  over the next twelve months is set forth
above under Item 1  (Description  of Business).  That plan of operation has been
adopted in order to attempt to create value for the Company's shareholders.

Results Of Operations

     The Company has been inactive since April 1999,  when it disposed of all of
its then operations.  Accordingly,  management  believes that comparison between
the results of operation  for the current  period and prior periods would not be
meaningful.

Liquidity And Capital Resources

     As of December  31,  2000,  the  Company's  principal  sources of liquidity
consisted of cash of $18,000.  As of September 30, 2000, the Company's principal
sources of liquidity consisted of cash of $2,000. The Company has no commitments
for any capital expenditure and foresees none.  However,  the Company will incur
routine fees and expenses  incident to its reporting duties as a public company,
and it will incur fees and expenses in the event it makes or attempts to make an
acquisition.  The  Company  expects no  significant  operating  costs other than
professional fees payable to attorneys and accountants. In addition, the Company
was obligated to pay a monthly  consulting  fee of $12,250 to Sigma Limited S.A.
for the services of the Company's Chairman.  This agreement expired by its terms
on June 30,  2000.  Effective  January  2000,  Sigma agreed that the Company may
defer payment of such fee until the  completion of a combination  transaction by
the Company.

     The  Company is seeking  to enter into a business  combination  with one or
more as yet  unidentified  privately  held  businesses.  The  Company  does  not
anticipate  that  funding  will be  necessary  in order to  complete  a proposed
combination,  except  possibly for fees and costs of the Company's  professional
advisers.  Accordingly,  there  are no plans to raise  capital  to  finance  any
business combination, nor does management believe that any combination candidate
will expect cash from the Company.  The Company  hopes to require the  candidate
companies  to deposit  with the  Company an advance  that the Company can use to
defray  professional fees and costs and travel,  lodging and other due diligence
costs of management.  Otherwise, management would have to advance such costs out
of their own  pockets,  and there is no  assurance  that they will  advance such
costs.

     Management intends to raise capital from both existing and new shareholders
and to use the  proceeds to pay for routine  expenses,  such as making  required
filings  with the SEC and  office  rent and  related  expenses.  There can be no
assurance  that the Company  will be able to find  sources of financing on terms
acceptable  to the Company,  if at all. If the Company does not find the sources

                                       16
<PAGE>

to finance such activities, it may be unable to timely file the reports required
under the  Securities  Exchange Act of 1934, as amended.  This could subject the
Company  to fines  and  penalties  and  make it less  desirable  to a  potential
combination  candidate.  This would make it difficult  for the Company to pursue
its plans to acquire additional businesses.






                                       17
<PAGE>


Item 7.  Financial Statements

     The following financial statements of the Company are included in Item 7.

Report of the auditors to the members of IKON Ventures, Inc.                 F-2

Consolidated balance sheet                                                   F-3

Consolidated statement of operations                                         F-4

Consolidated statement of stockholders' equity                               F-5

Consolidated statement of cash flows                                         F-6

Notes to the consolidated financial statements                               F-7



                                       F-1
<PAGE>

                               IKON VENTURES, INC.

                          INDEPENDENT AUDITORS' REPORT

       Independent Auditors' report to the members of IKON Ventures, Inc.

The board of directors and stockholders

We have audited the  accompanying  consolidated  balance sheet of Ikon Ventures,
Inc. as of December 31, 2000 and December 31, 1999 and the related statements of
income,  stockholders' equity and cash flows for the two years then ended. 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 U.S.  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 Ikon  Ventures,  Inc. as of
December 31, 2000 and December  31, 1999 and the results of its  operations  and
cash  flows for the two  years  then  ended in  conformity  with U.S.  Generally
Accepted Accounting Principles.

The  accompanying  financial  statements  have been prepared  assuming that Ikon
Ventures,  Inc. will continue as a going concern.  As discussed in Note 2 to the
financial  statements,  Ikon Ventures,  Inc. has suffered losses from operations
resulting in significantly  depleted cash flows. These matters raise substantial
doubt about the ability of Ikon  Ventures,  Inc. to continue as a going concern.
The  directors'  plans in regard to these matters are also  described in Note 2.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

                                                                     HLB Kidsons

                                                             Registered Auditors

                                                           Chartered Accountants

London

March 6, 2001


                                      F-2
<PAGE>


                               IKON VENTURES, INC.

                           CONSOLIDATED BALANCE SHEET

                   at December 31, 2000 and December 31, 1999

<TABLE>
<CAPTION>

                                                  Notes          2000              1999
                                                                ($000)            ($000)
Assets

<S>                                                             <C>              <C>
Current assets
Cash and cash equivalents                                            19               13
Trade accounts receivable, net                                        -                -
Prepaid and other current assets                                      3               56
                                                               --------          -------
Total current assets                                                 22               69

Property, plant and equipment, net                                    3                2
                                                               --------          -------

                                                                     25               71
Liabilities and stockholders' equity

Current liabilities

Trade accounts payable                                                6               18
Accrued expenses and other                                          169               38
                                                               --------          -------
Total current liabilities
                                                                    175               56
Other liabilities                                                     -                -
                                                               --------          -------
Total liabilities                                                   175               56
                                                               --------          -------

Stockholders' equity

Common stock, $0.001 par value.  Authorised
100,000,000 shares; issued and outstanding
14,655,000 shares in 1999 and 31,089,000
shares in 2000                                                       31               15
Additional paid-in capital                                       11,799           11,675
Accumulated deficit                                             (11,980)         (11,675)
                                                               --------          -------

Total stockholders' equity                                         (150)              15
                                                               --------          -------

Total liabilities and stockholders' equity                           25               71
                                                               ========          =======

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-3
<PAGE>

                               IKON VENTURES, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

           for the years ended December 31, 2000 and December 31, 1999
<TABLE>
<CAPTION>
                                                                    Notes         2000              1999
                                                                                 ($000)            ($000)
<S>                                                                                 <C>              <C>
Net sales - continuing operations                                                        -                -
Cost of goods sold - continuing operations                                               -                -
                                                                                   -------          -------
Gross profit - continuing operations                                                     -                -

Selling, general and administrative expenses                                          (305)            (691)
                                                                                   -------          -------
Operating loss - continuing operations                                                (305)            (691)

Other income, net                                                                        -                -

Loss from continuing operations before provision
for income taxes                                                                      (305)            (691)

Provision for income tax                                              6                  -                -
                                                                                   -------          -------

Loss from continuing operations                                                       (305)            (691)

Net loss from discontinued operations                                 4                  -                -
Loss on disposal of discontinued operations                           4                  -             (440)
                                                                                   -------          -------
Net loss                                                              2               (305)          (1,131)
                                                                                   =======          =======
Loss per common share (basic) - all operations                                      ($0.02)          ($0.08)
                                                                                   =======          =======
                              - continuing operations                               ($0.02)          ($0.05)
                              - discontinued operations                                  -           ($0.03)
                                                                                   =======          =======

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-4
<PAGE>

                               IKON VENTURES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

           for the years ended December 31, 2000 and December 31, 1999
<TABLE>
<CAPTION>
                                             Shares         Common       Additional      Accumulated       Total
                                                             stock        paid in          deficit       stockholders
                                                             ($000)        capital         ($000)          equity
                                                                           ($000)                          ($000)
<S>                                         <C>                 <C>         <C>            <C>            <C>
Balances at December 31, 1998               14,835,000          15          11,720         (10,544)        1,191

Retirement of shares in connection            (180,000)          -             (45)              -          (45)
with Zeolite Mira sale

 Net loss                                                                        -          (1,131)       (1,131)
                                            ----------      --------       -------        --------       -------
Balances at December 31, 1999               14,655,000          15          11,675         (11,675)           15


Issuance of common stock in settlement         400,000           -              40               -            40
of suppliers charges

Issuance of common stock in settlement          50,000           -               -               -             -
of fees outstanding

Private placement of shares                 15,984,000          16              84               -           100

Net loss                                             -           -               -            (305)         (305)
                                            ----------      --------       -------        --------       -------

Balances at December 31, 2000               31,089,000          31          11,799         (11,980)         (150)
                                            ==========      ========       =======        ========       =======

</TABLE>


                                      F-5
<PAGE>


                               IKON VENTURES, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

           for the years ended December 31, 2000 and December 31, 1999
<TABLE>
<CAPTION>

                                                                 Note         2000              1999
                                                                             ($000)            ($000)

<S>                                                               <C>            <C>             <C>
Net cash used by operating activities                              7             (91)            (925)
                                                                             -------            -----
Cash flows from investing activities                                               -                -

Purchases of property, plant and equipment                                        (3)               -

Proceeds from disposal of discontinued operations                                  -              740
Proceeds from disposal of property, plant and equipment                            -               32
                                                                             -------            -----
Net cash provided by investing activities                                         (3)             772
                                                                             -------            -----
Cash flows from financing activities                                               -                -
                                                                             -------            -----
Proceeds from issuance of common stock                                           100                -

Net cash provided by financing activities                                        100                -
                                                                             -------            -----
Net increase (decrease) in cash and cash equivalents                               6             (153)
Cash and cash equivalents at beginning of year                                    13              166
                                                                             -------            -----
Cash and cash equivalents at end of year                                          19               13
                                                                             =======            =====
</TABLE>

Major non-cash transactions

During 1999, as part of the disposal of the  Company's  interest in Zeolite Mira
S.r.l.,  180,000  shares of the  Company's  Common  Stock were  returned  to the
company.

In January  2000 the Company  issued  400,000  shares of Common Stock in partial
settlement of a debt due to a supplier.

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-6
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000

1    Summary of significant accounting policies and practices

     (a)  Description of business

          Ikon Ventures Inc. ("the  Company") was  incorporated in Nevada on May
          31,  1997.  The  Company  operated  a Zeolite  and  related  chemicals
          production  facility  in Mira,  Italy,  through  its  main  subsidiary
          Zeolite Mira S.r.l.  ("Zeolite  Mira").  The Company's  customers were
          major  European  detergent   companies  with  a  small  proportion  of
          production being sold through trading companies.

          At the beginning of 1999 Zeolite Mira was sold and has been treated as
          a discontinued  operation in the financial statements and accompanying
          notes. The company now has no trading  operations and is exploring new
          opportunities.

     (b)  Principles of consolidation

          The consolidated financial statements include the financial statements
          of the Company and its  subsidiaries.  The company does not  recognise
          receivables  from  minority   interests  in  respect  of  deficits  on
          shareholders'  equity.  All  significant  inter-company  balances  and
          transactions are eliminated on consolidation.

          In view of the sale of the Company's interest in Zeolite Mira in early
          1999, the trading  results of this  subsidiary from January 1, 1999 to
          the date of  disposal on March 24,  1999 have been  excluded  from the
          financial  statements  on the  grounds  that the  company did not have
          effective control of the subsidiary during this period.

     (c)  Cash equivalents

          The Company  considers  all highly  liquid  investments  with original
          maturities of three months or less to be cash equivalents.

     (d)  Property, plant and equipment

          Property,  plant and  equipment  are stated at cost.  Depreciation  on
          plant and equipment is calculated on the straight-line method over the
          estimated useful lives of the assets.


                                      F-7
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)

1    Summary of significant accounting policies and practices (continued)

     (e)  Research and development

          Research and development costs are expensed as incurred. There were no
          research and development cost in the years ended December 31, 2000 and
          1999.

     (f)  Income taxes

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognised for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their   respective  tax  bases  and  operating  loss  and  tax  credit
          carryforwards.  Deferred tax assets and liabilities are measured using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognised  in income in the period that includes the
          enactment date.

     (g)  Commitment and contingencies

          Liabilities   for   loss   contingencies,    including   environmental
          remediation costs, arising from claims, assessments, litigation, fines
          and penalties, and other sources are recorded when it is probable that
          a liability has been incurred and the amount of the assessment  and/or
          remediation can be reasonably estimated. Recoveries from third parties
          which are probable of realisation are separately recorded, and are not
          offset against the related environmental liability, in accordance with
          Financial Accounting Standards Board Interpretation No. 39, Offsetting
          of Amounts Related to Certain Contracts.

          In  October  1997,   the  American   Institute  of  Certified   Public
          Accountants  issued Statement of Position ("SOP") 96-1,  Environmental
          Remediation  Liabilities.  SOP  96-1 was  adopted  by the  Company  on
          January  1,  1998 and  requires,  among  other  things,  environmental
          remediation  liabilities  to be accrued when the criteria of Statement
          of  Financial  Accounting  Standards  ("SFAS") No. 5,  Accounting  for
          Contingencies,  have been met.  The  guidance  provided by SOP 96-1 is
          consistent  with  the  Company's  current  method  of  accounting  for
          environmental  remediation costs and, therefore,  adoption of this new
          Statement does not have a material  impact on the Company's  financial
          position, results of operations, or liquidity.

                                      F-8
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)

1    Summary of significant accounting policies and practices (continued)

     (g)  Commitment and contingencies (continued)

          The  Company  accrues  for  losses   associated   with   environmental
          remediation  obligations  when such losses are probable and reasonably
          estimable. Accruals for estimated losses for environmental remediation
          obligations  generally are recognised no later than  completion of the
          remedial  feasibility  study.  Such  accruals  are adjusted as further
          information   develops  or  circumstances   change.  Costs  of  future
          expenditures  for  environmental   remediation   obligations  are  not
          discounted  to  their  present  value.   Recoveries  of  environmental
          remediation costs from other parties are recorded as assets when their
          receipt is deemed probable.

     (h)  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,  the disclosures of contingent  assets and liabilities at
          the date of the  financial  statements,  and the  reported  amounts of
          revenues and expenses  during the reporting  periods.  Actual  results
          could differ from these estimates.

     (i)  Impairment of long-lived  assets and long-lived  assets to be disposed
          of

          The Company adopted the provisions of SFAS No. 121, Accounting for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
          Disposed  Of,  on  January  1,  1997.  This  Statement  requires  that
          long-lived assets and certain identifiable intangibles be reviewed for
          impairment  whenever events or changes in circumstances  indicate that
          the carrying amount of an asset may not be recoverable. Recoverability
          of  assets  to be held and used is  measured  by a  comparison  of the
          carrying  amount of an asset to future net cash flows  expected  to be
          generated by the asset.  If such assets are considered to be impaired,
          the impairment to be recognised is measured by the amount by which the
          carrying  amount of the assets  exceed  the fair value of the  assets.
          Assets to be  disposed of are  reported  at the lower of the  carrying
          amount or fair value less costs to sell.

                                      F-9
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)

1    Summary of significant accounting policies and practices (continued)

     (i)  Impairment of long-lived  assets and long-lived  assets to be disposed
          of (continued)

          During 1998, the Company performed a review of their long-lived assets
          and  determined  that an  impairment  of certain  Zeolite  Mira assets
          existed as at December 31, 1998.  As a result,  a charge of $2,917,000
          was recorded in 1998 to write the assets down to net realisable value.
          Zeolite Mira was subsequently sold for its written down value in 1999.

     (j)  Foreign currency translation

          Assets  and   liabilities   denominated  in  foreign   currencies  are
          translated into US dollars at current  exchange rates.  For operations
          using the US dollar or the currency of a highly  inflationary  economy
          as  their  functional  currency,   translation  gains  or  losses  are
          generally  reported in non-interest  revenues.  Translation  gains and
          losses for  operations  using any other  currency as their  functional
          currency are reported,  net of tax effects, in stockholders' equity as
          cumulative translation adjustments.

2    Financial position and basis of accounting

     These  consolidated  financial  statements  have been  prepared  on a going
     concern  basis  which  contemplates  the  commencement,   continuation  and
     expansion of trading  activities as well as the  realisation  of assets and
     liquidation of liabilities in the ordinary course of business.

     During 1997,  the Company  acquired the net  liabilities  of Zeolite  Mira,
     issuing  shares to finance the  acquisition.  The Company  traded at a loss
     during 1997 and Zeolite Mira continued to record losses in 1998,  depleting
     the  Company's  cash  resources.  The  Company  sold  Zeolite  Mira in 1999
     resulting in the Company having no operating entities.

     The  Company is seeking  to enter into a business  combination  with one or
     more as yet unidentified privately held businesses.


                                      F-10
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)

2    Financial position and basis of accounting (continued)

     Management intends to raise capital from both existing and new shareholders
     and to use  the  proceeds  to pay for  routine  expenses,  such  as  making
     required filings with the SEC and office rent and related  expenses.  There
     can be no  assurance  that  the  Company  will be able to find  sources  of
     financing on terms  acceptable  to the  Company,  if at all. If the Company
     does not find the sources to finance such  activities,  it may be unable to
     timely file the reports required under the Securities Exchange Act of 1934,
     as amended.  This could subject the Company to fines and penalties and make
     it less desirable to a potential combination candidate.  This would make it
     difficult  for the  Company  to  pursue  its  plans to  acquire  additional
     businesses.

     The Company's  continuation  as a going concern is dependent on its ability
     to  issue  new  stock  which  will be  required  to fund  the  purchase  of
     additional  businesses.  This factor  among  others may  indicate  that the
     Company  may be unable to  continue  as a going  concern  for a  reasonable
     period of time.  The financial  statements  do not include any  adjustments
     that might result from the outcome of this uncertainty.


3    Acquisition and dispositions

     1999

     On March 24, 1999, the Company sold the 90% of the capital stock of Zeolite
     Mira it owned. The  consideration  was $600,000 cash, the return of 180,000
     shares  of  the  Company's   Common  Stock  and  the  cancellation  of  all
     indebtedness between the Company and Zeolite Mira. Part of the loss arising
     on the sale was provided in the 1998  accounts and the balance was provided
     in 1999.


                                      F-11
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)


4    Discontinued operations

     On March 24, 1999,  the Company  completed  the sale of its sole  operating
     subsidiary,  Zeolite  Mira,  to CEFT  Engineering  &  Trading  AG,  a Swiss
     registered company. Under the terms of the purchase agreement,  the Company
     received  $600,000 cash  consideration  and the return of 180,000 shares of
     the Company's Common Stock.  Results of these operations were classified as
     discontinued  in 1998 and the trading of Zeolite  Mira from January 1, 1999
     to March 24,  1999 was  excluded  from these  financial  statements  on the
     grounds that the Company did not have  effective  control of the subsidiary
     during that period.  Summarised  financial  information on the discontinued
     operations is as follows:

<TABLE>
<CAPTION>
                                                                    2000              1999
                                                                    $000              $000

<S>                                                                  <C>             <C>
   Net sales                                                            -                -
                                                                     -----            -----
   Gross profit                                                         -                -
                                                                     -----            -----
   Operating loss                                                       -                -
                                                                     -----            -----
   Loss from discontinued operations                                    -                -
                                                                     =====            =====
   Loss on disposal of discontinued operations (note (i))               -              (440)
                                                                     =====            =====

<FN>

     (i)  Loss on disposal of  discontinued  operations  in 1999  includes a tax
          credit of $80,000.
</FN>

</TABLE>

                                      F-12
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)

5    Fair value of financial instruments

     SFAS  No.  107,  Disclosure  About  Fair  Value of  Financial  Instruments,
     requires  certain  disclosures   regarding  the  fair  value  of  financial
     instruments.  Cash and cash equivalents,  trade accounts receivable,  other
     current assets,  trade accounts payables and accrued expenses are reflected
     in the consolidated financial statements at fair value because of the short
     term maturity of these instruments.

6    Income taxes

     No credit has been taken for the operating  losses which  potentially  give
     rise to a  deferred  tax asset for the  Company,  on the  grounds  that the
     directors  do not believe that the Company will be able to derive any value
     from such an asset.

7    Reconciliation of net loss to net cash used by operating activities

     The reconciliation of net loss to net cash used by operating activities was
     as follows:
<TABLE>
<CAPTION>

                                                                                           2000              1999
                                                                                           $000              $000

<S>                                                                                         <C>            <C>
         Net loss                                                                           (305)          (1,131)

         Adjustments to reconcile loss to net cash provided by operating
         activities:

         Issue of shares in settlement of suppliers debt
                                                                                              40                -
         Loss on disposal of discontinued operations                                           -              440

         Changes in assets and liabilities net of effect from acquisitions and
         disposals:
         Depreciation and amortisation of property, plant and equipment                        2               18
         Decrease in accounts receivable                                                       -              604
         Decrease in accounts payable                                                        (12)            (266)
         Increase (decrease) in accrued expenses and liabilities                             131              (54)
         Decrease in prepayments and other assets                                             53               39
                                                                                           -----            -----
         Cash used by continuing operations                                                  (92)            (350)
         Cash used by discontinued operations                                                  -             (575)
                                                                                           -----            -----
         Cash used by operating activities                                                   (91)            (925)
                                                                                           =====            =====

</TABLE>

                                      F-13
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000
                                   (continued)

8    Stock option plan

     On June 20, 1998, the Company's  Board of Directors  adopted a stock option
     plan (the "Plan")  pursuant to which the Board of Directors may grant stock
     options to  officers,  directors  and key  employees.  The Plan  authorises
     grants of options to  purchase up to  3,500,000  shares of  authorised  but
     un-issued  Common  Stock.  At December 31, 2000 no options had been granted
     under the Plan.

9    Related party transactions

     Sigma  Limited S.A., a company for which Mr. I. W. Rice, a director of IKON
     Ventures Inc. acts as a consultant,  provided  consultancy  services to the
     company. The amounts paid to Sigma Limited S.A. were as follows:

                                                2000              1999
                                                $000              $000

        Consultancy Fees                          86               149
                                                ====              ====


10   Business and credit concentrations

     The business is not currently  trading and has no concentration of business
     or credit risk.

11.  Subsequent events

     Effective February 23, 2001, the Company  implemented a one for one hundred
     reverse stock split of the issued and outstanding shares of Common Stock of
     the Company.  As a result,  the number of issued and outstanding  shares of
     Common Stock was reduced from 31,089,000  shares to  approximately  310,890
     (the actual number may vary  slightly as a result of  rounding).  The stock
     split was  approved by the holders of a majority of the shares  entitled to
     vote on the stock split at a duly called special  shareholders'  meeting on
     February 16, 2001.

     During the same  shareholders'  meeting,  the  shareholders  of the Company
     voted to ratify the adoption of the Company's 2001 Stock  Compensation Plan
     authorizing the issuance of up to 5,000,000  shares of Common Stock (with a
     limit of 20% of the total  number of  shares  at the time  outstanding)  to
     officers and directors, employees, consultants and professional advisors to
     the Company (including lawyers and accountants).

                                      F-14
<PAGE>


Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure.

     KPMG ("KPMG") were previously the principal accountants for the Company.

     On March 14, 2000,  the  engagement of KPMG was terminated by the Company's
board of directors.

     In connection with the audit by KPMG of the Company's  consolidated balance
sheets for the fiscal years ended  December  31, 1998 and 1997,  and the related
consolidated  statements of income,  stockholders' equity and cash flows for the
two years then  ended,  there were no  disagreements  with KPMG on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedures,  which  disagreements if not resolved to their satisfaction
would have caused KPMG to make reference in connection with their opinion to the
subject matter of the disagreement.

     None of the matters  described  in Item  304(a)(v)  of  Regulation  S-B are
applicable.

     On March 14, 2000, the board of directors of the Company resolved to engage
HLB Kidsons ("Kidsons") to be the Company's independent auditor which engagement
became effective on or around that date. Kidsons had not previously provided any
services to the Company.

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

     The following  table sets forth the name, age and position of each director
and executive officer of the Company as of the date hereof.

NAME             AGE   POSITION
Ian Rice         61    Chairman, President, Chief Executive Officer and Director
Stephen Gross    52    Treasurer and Director
Kurt Schlapfer   47    Secretary and Director

     There are no family  relationships among the officers and directors.  There
is no arrangement or understanding  between the Company (or any of its directors
or officers) and any other persons pursuant to which such person was or is to be
selected  as a director  or  officer,  or under which any officer or director is
acting or will act on behalf of or at the  direction  of any other  person.  The
directors  and  officers  are  expected  to devote  their time to the  Company's
affairs  on an "as  needed"  basis and in the case of Mr.  Rice,  as  reasonably
requested by the Company,  but are not required to make any specific  portion of
their time  available  to the  Company.  It is  anticipated  that  officers  and
directors in the aggregate  will,  on average,  devote no more than 30 hours per
week to the Company's affairs.

                                       18
<PAGE>

     Ian Rice has been Chairman,  Chief Executive  Officer and a director of the
Company since June 1997. From June 1999 to December 1999, Mr. Rice was President
and a director,  and from  September 1999 to December  2000,  Chairman,  of Wall
Street Strategies Corporation, a provider of financial services whose shares are
traded on the OTC Bulletin Board. From January 1994 until October 1996, Mr. Rice
was Chairman  and a director of Asia Media  Communications,  Ltd.  (n/k/a My Web
Inc.com), then a holding company based in Switzerland whose shares are traded on
the OTC Bulletin Board. From November 1985, until the present, Mr. Rice has been
employed as a consultant to Sigma Limited S.A., a private  investment firm based
in  Switzerland.  Since  December  2000,  Mr. Rice has been a director of Jaguar
Investments,  Inc.,  an  inactice  company  whose  shares  are traded on the OTC
Bulletin Board.

     Stephen Gross has been a director of the Company since June 1997. Mr. Gross
is a certified  public  accountant and since November 1970 to date, has been the
Chairman of the Board of HLB Gross Collins,  P.C., an accounting firm located in
Atlanta,  Georgia.  During the past five years, Mr. Gross has been a director of
the following companies, all of whose shares are publicly traded: Charter Bank &
Trust from January 1987 to January  1997;  Common Sense Trusts from January 1987
to date;  Comstar.net,  Inc. from November 1999 to date;  e-bank.com,  Inc. from
April 1998 to date;  Van Kampen  American  Capital Bond Fund,  Inc., SSB Concert
Investment  Series,  from  January  1998 to date;  Van Kampen  American  Capital
Exchange Fund from January 1996 to January  1998;  Van Kampen  American  Capital
Convertible  Securities  from January 1996 to January 1998;  Van Kampen  Capital
Income  Trust  from  January  1996  to  January  1998;  Wall  Street  Strategies
Corporation  from August 1999 to date;  and WebMD,  Inc.  from  January  1997 to
August 1998.

     Kurt  Schlapfer has been Secretary and a director of the Company since June
1997.  From October 1997 to date,  Mr.  Schlapfer  has been  President and Chief
Executive Officer of JML Portfolio Management Ltd., a private investment advisor
based in Zug, Switzerland. From February 1992 until June 1998, Mr. Schlapfer was
a  director,  and from  June 1995  until  June  1998,  the  President  and Chief
Financial  Officer,  of Marshall  Minerals Corp., a Canadian gold mining company
whose shares are publicly traded on the Toronto Stock  Exchange.  From June 1996
until June 1998,  Mr.  Schlapfer  was a director  of Eden Roc Mineral  Corp.,  a
Canadian  gold mining  company  whose shares are publicly  traded on the Toronto
Stock Exchange.

Prior Experience With Blank Check Companies

     With the  exception of Mr.  Rice,  none of the officers or directors of the
Company  has ever been an  executive  officer or  director  of a blank  check or
"blind pool"  company  that  conducted a public  offering.  Mr. Rice has been an
executive  officer and director of two blank check companies (one of which, Asia
Media  Communications,  Ltd., was a reporting  company,  i.e.,  required to file
periodic  reports with the SEC, while Mr. Rice served in such  capacities),  and
his experience is detailed below.

     1.  Asia  Media  Communications,  Ltd.  (n/k/a  My Web  Inc.com)("AMCL")  -
Organized in 1985 in Nevada.  In January 1994,  as part of a federal  bankruptcy
court  approved  plan of  reorganization,  AMCL  acquired all of the assets of a
corporation  owned and  controlled by Mr. Rice and his daughter  consisting of a
film library.  In connection  with such  acquisition,  Mr. Rice and his daughter
were issued 3,800,000 shares of AMCL, representing approximately 54% of the then
total  issued  and  outstanding  capital  stock  of AMCL,  and Mr.  Rice and his
daughter  were  elected as  directors  and Mr. Rice was elected as Chairman  and

                                       19
<PAGE>

Chief  Executive  Officer of AMCL.  Commercial  exploitation of the film library
proved not viable and the  Company  was  inactive  until  March 18, 1996 when it
merged with  Kremlyovskaya  Group,  Inc.  ("KGI"),  a privately held corporation
engaged in the  distribution  of a proprietary  premium brand of vodka and other
luxury goods. In connection with the merger, the former shareholders of KGI were
issued a  controlling  interest in the shares of AMCL,  all of the  directors of
AMCL  immediately  prior to the merger other than Mr. Rice resigned and Mr. Rice
and his daughter  voluntarily  canceled  3,0592,000  shares of AMCL common stock
owned by them. Mr. Rice remained a director and the Chairman.

     On October 9, 1996, the merger with KGI was rescinded on account of certain
breaches of the  representations  and warranties made by the former shareholders
of KGI and all of the shares of AMCL issued to such  shareholders were canceled.
As a result, Mr. Rice again became the controlling shareholder of AMCL.

     In  October  1997,  Mr.  Rice and  another  shareholder  of AMCL sold to an
unrelated  party  2,220,000 and 1,435,667  shares,  respectively  of AMCL for an
aggregate  consideration of $150,000 (approximately $.04 per share) and Mr. Rice
resigned as an officer and director of AMCL.  Mr. Rice was retained for a period
of 90 days as a consultant to AMCL for which he received 750,000 shares of AMCL.

     2. Wall  Street  Strategies  Corporation  ("WSSC") -  Organized  in 1999 in
Nevada  under the name  Vacation  Emporium  Corporation  as a  successor  to The
Vacation Emporium International, Inc., a Colorado corporation. In June 1999, Mr.
Rice  purchased   8,000,000  shares  of  common  stock  of  WSSC,   representing
approximately  57% of the total  shares of WSSC  common  stock  then  issued and
outstanding,  for $20,000 and was elected the sole  director  and  President  of
WSSC.  At the time,  WSSC was a blank check  company.  In September  1999,  WSSC
acquired  all of the capital  stock of Wall Street  Strategies  Inc.,  a private
company  engaged in providing  financial  services,  in exchange  for  9,455,898
shares of WSSC's common stock,  representing  approximately  53.84% of the total
shares of WSSC common stock then issued and  outstanding.  Mr. Rice  resigned as
president but was elected  Chairman from which  position he resigned in December
2000.  Mr. Rice has not sold or otherwise  disposed of any of his shares of WSSC
common stock except that  immediately  prior to the  acquisition  he voluntarily
canceled 7,850,000 of his shares in WSSC.

     3. Jaguar Investments,  Inc.- Organized in 1987. In December 2000, Mr. Rice
purchased   10,000,000   shares  of  common   stock  of   Jaguar,   representing
approximately  88% of the total  shares of Jaguar  common  stock then issued and
outstanding,  for $10,000 and was elected a director.  Jaguar  continues to be a
development  stage company.  Its principal purpose is to locate and consummate a
merger or acquisition with a private entity.


Potential Conflicts Of Interest

     None of the Company's  officers or directors are presently  affiliated with
any other company having a similar business plan to that of the Company.  If any

                                       20
<PAGE>

officer or director  should become so affiliated,  the interests of such company
may from time to time be inconsistent in some respects with the interests of the
Company because both may be competing directly or indirectly for the acquisition
of a combination  candidate.  There may be factors that make the Company or such
other company more or less attractive to a potential combination candidate, such
as age of the company, name, capitalization, state of incorporation, articles of
incorporation or by-law provisions,  etc. However,  any such conflicts would not
be expected to be resolved through arm's-length  negotiation,  but rather in the
discretion of management.

     Certain  conflicts of interest  may also arise  between the Company and its
officers  and  directors  due to the fact  that each has  other  employment  and
business  interests to which he devotes his primary  attention.  The Company has
not  established  policies or  procedures  for the  resolution  of  conflicts of
interest between the Company and its management.

     There can be no  assurance  that  members of  management  will  resolve all
conflicts of interest in the Company's  favor. The officers and directors of the
Company are  accountable  to the Company and its  shareholders  as  fiduciaries,
which means that they are legally obligated to exercise good faith and integrity
in handling  the  Company's  affairs  and in their  dealings  with the  company.
Failure by them to conduct  the  Company's  business in its best  interests  may
result in liability to them.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Exchange Act requires the Company's executive officers
and directors,  and persons who own more than ten percent of the Common Stock of
the  Company to file  reports of  ownership  and changes in  ownership  with the
Securities and Exchange Commission.  Executive officers, directors and more than
ten percent  stockholders  are  required by  regulations  promulgated  under the
Exchange  Act to furnish the Company  with copies of all Section  16(a)  reports
filed.  Since the Company was not a reporting  company  under the  Exchange  Act
during the last fiscal year,  no such  reports  were  required to be filed until
after the end of the fiscal year ended December 31, 2000.

Item 10.  Executive Compensation

Cash And Other Compensation

     During the three preceding  fiscal years, the Company has not paid any cash
or cash equivalent  compensation  to any named executive  officer or director of
the Company except as follows:

                                       21
<PAGE>

<TABLE>
<CAPTION>

                                             SUMMARY COMPENSATION TABLE
-------------------------  -----------------------------------------------------------------------
                                                     Annual Compensation
-------------------------  -----------------------------------------------------------------------

        Name and                                                                      Other Annual
   Principal Position            Year                Salary               Bonus       Compensation
-------------------------                              ($)                 ($)            ($)
           (a)                    (b)                  (c)                 (d)            (e)
-------------------------  ------------------ ---------------------- -----------------------------
<S>                        <C>                <C>                    <C>               <C>
Ian Rice, CEO              1998               $64,000*               $0.00             $0.00
-------------------------  ------------------ ---------------------- -----------------------------
                           1999               $147,000*              $0.00             $0.00
-------------------------  ------------------ ---------------------- -----------------------------
                           2000               $85,750*               $0.00             $0.00

<FN>

*    Paid as a  consulting  fee to  Sigma  Limited  S.A.,  a  Swiss  corporation
     ("Sigma"),  for the  services of its  consultant,  Ian Rice,  pursuant to a
     Consulting  Agreement,  dated as of July 1, 1997 and as  amended on October
     27, 1997.  The agreement  expired July 1, 2000 and provided for the payment
     of an annual consulting fee of $147,000.  On January 10, 2000, Sigma agreed
     that if the Company had insufficient  funds to pay the required  consulting
     fee the Company could defer payment  thereof until such time as the Company
     completed a combination  transaction.  All of the capital stock of Sigma is
     owned by a discretionary trust of which Mr. Rice is neither a trustee nor a
     beneficiary. Among the discretionary beneficiaries of the trust are members
     of Mr. Rice's family. Mr. Rice disclaims beneficial ownership of Sigma.
</FN>
</TABLE>

Compensation Pursuant To Plans

     No director or executive officer has received compensation from the Company
pursuant to any compensatory or benefit plan. There is no plan or understanding,
express,  or implied,  to pay any  compensation  to any  director  or  executive
officer  pursuant to any  compensatory or benefit plan of the Company,  although
the Company  anticipates  that it may  compensate  its officers or directors for
services to the Company with options to purchase stock, in lieu of cash.

     In June 1997, the Company's board of directors adopted an incentive program
and pursuant  thereto  granted  options to various  officers and directors,  all
subject  to  approval  by the  Company's  shareholders.  The  program  was never
approved  by  shareholders  and in 1998  the  program  and the  options  granted
thereunder  were  terminated.  In 1999,  the board of directors  adopted and the
shareholders  approved  an  incentive  program.  The  Company  has no  long-term
incentive plan, as that term is defined in the rules and regulations of the SEC.

1999 Incentive Program

     The Company has adopted the 1999  Incentive  Program (the  "Program")  that
permits  the  granting  of any or all of the  following  types of awards:  stock
options,  including incentive stock options, stock appreciation rights in tandem
with stock options or free standing and restricted stock grants.  The purpose of
the Program is to promote  the growth of the Company by enabling  the Company to
attract and retain the best  available  persons  for  positions  of  substantial
responsibility  and to provide certain key employees with additional  incentives
to contribute to the success of the Company.

                                       22
<PAGE>

     The aggregate number of shares that may be issued or transferred  under the
Program is 2,225,000,  plus (i) any shares that are forfeited under the program,
plus (ii) the number of shares repurchased by the Company in the open market and
otherwise  with an  aggregate  price no greater  than the cash  received  by the
Company  from the sale of  shares  under the  Program;  plus  (iii)  any  shares
surrendered  to the Company in payment of the exercise  price of options  issued
under the Program. However, no award may be issued that would bring the total of
all outstanding awards under the Program to more than 15% of the total number of
shares of Common Stock of the Company at the time outstanding.

     Eligible  participants  under the Program  include  executives,  directors,
professional or administrative employees, consultants or advisors to the Company
or any subsidiary thereof, all of whom are referred to as "Grantees."  Incentive
stock  options  may be granted  under the  Program  only to  selected  employees
(including  officers)  of the Company and its  affiliates.  All  Grantees may be
awarded grants under the Program other than incentive stock options.

     The maximum term of incentive  stock options under the Program is 10 years,
except that in certain  cases,  as  discussed  below,  the maximum  term is five
years.  The exercise price of incentive  stock options under the Program may not
be less than the fair market value of the common Stock  subject to the option on
the date of grant and, in some cases, as discussed  below,  may not be less than
110% of such fair market  value.  The exercise  price of  non-qualified  options
under the  Program is  determined  by the  Company's  board of  directors  (or a
committee thereof if so appointed) which is the administrator of the Program.

     No incentive  stock  option may be granted  under the Program to any person
who, at the time of grant, owns (or is deemed to own) stock possessing more than
10% of the total  combined  voting power of the Company or any  affiliate of the
Company,  unless the option  price is at least 110% of the fair market  value of
the stock subject to the option on the date of grant, and the term of the option
does not exceed five years from the date of grant.  For incentive  stock options
granted under the Program,  the aggregate  fair market value,  determined at the
date of grant,  of the shares of Common Stock with respect to which such options
are  exercisable  for the first time by any grantee during any calendar year may
not exceed 15% of the total  number of shares of Common  Stock of the Company at
the time outstanding.

     Grants under the Program may only be exercised  while the Grantee is in the
employment or consultancy  of the Company.  The board may provide for partial or
complete  exceptions to this  requirement.  The Program  terminates on the tenth
anniversary  of its  effective  date unless  terminated  earlier by the board or
extended by the board.

2001 Stock Compensation Plan

     The  Company has adopted the 2001  Employee  Stock  Compensation  Plan (the
"Plan").  The  purpose of the Plan is further  the growth and  advance  the best
interests of the Company,  by supporting and increasing the Company's ability to
attract,  retain and  compensate  persons of  experience  and  ability and whose
services are considered  valuable,  to encourage the sense of  proprietorship in
such  persons,  and to  stimulate  the active  interest  of such  persons in the
development   and  success  of  the  Company.   This  Plan  provides  for  stock
compensation through the award of the Company's Common Stock.

                                       23
<PAGE>

     A compensation  committee of the Board of Directors (the "Committee"),  or,
in the absence of such  committee,  the Board of Directors,  will be responsible
for the administration of this Plan. The Committee will have sole power to award
Common Shares under the Plan. The  determination of those eligible to receive an
award of Plan Shares shall rest in the sole discretion of the Committee, subject
to the  provisions  of the Plan.  Awards of shares under the Plan may be made as
compensation for services  rendered,  directly or in lieu of other  compensation
payable, as a bonus in recognition of past service or performance or may be sold
to an employee.

     The  maximum  number  of  shares  which  may be  awarded  under the Plan is
5,000,000.  This number has already been  adjusted for the Reverse  Stock Split.
However,  no award may be issued that would  bring the total of all  outstanding
awards  under the Plan to more than 20% of the total  number of shares of Common
Stock of the Company at the time outstanding.

     Awards may  generally be granted to  (i) executive  officers,  officers and
directors  (including  advisory  and other  special  directors)  of the Company;
(ii) full-time  and part-time  employees of the Company;  (iii) natural  persons
engaged by the Company as a consultant, advisor or agent; and (iv) a lawyer, law
firm,  accountant or accounting firm, or other professional or professional firm
engaged by the Company.

     Generally,  the Committee has complete  discretion to determine when and to
which employees shares are to be granted, and the number of shares to be awarded
to each employee.  Grants to employees may be made for cash, property,  services
rendered  or other  form of  payment  constituting  lawful  consideration  under
applicable law. Shares awarded other than for services  rendered may not be sold
at less than the fair value of the Common Stock on the date of grant.

     The Plan will  terminate on the tenth  anniversary  of its effective  date,
unless  terminated  earlier by the Board of Directors or unless  extended by the
Board of Directors, after which time no incentive award grants may be authorized
under the Plan.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Beneficial Ownership

     The following table sets forth information as of the date hereof,  based on
information  obtained  from  the  persons  named  below,  with  respect  to  the
beneficial ownership of the Common Stock by (i) each director and officer of the
Company and (ii) all  directors and officers as a group. The number of shares of
Common Stock owned are those "beneficially  owned" as determined under the rules
of the Securities and Exchange Commission,  including any shares of Common Stock
as to which a person  has sole or  shared  voting  or  investment  power and any
shares of Common Stock which the person has the right to acquire  within 60 days
through  the  exercise  of any  option,  warrant  or  right.  To  the  Company's
knowledge, there are no beneficial owners of 5% or more of the Common Stock. The
address for each  person is c/o Ikon  Ventures,  Inc.,  163/169  Brompton  Road,
London SW3 1PY,  England.  All numbers set forth in the table have been adjusted
for the Reverse Stock Split.

                                       24
<PAGE>

                                               Number of                 Percent
Name and Address of Beneficial Owner           Shares Owned              Owned
------------------------------------           ------------              -------
Ian Rice                                        8,379                    2.7%
Stephen Gross                                  -0-                       --
Kurt Schlapfer                                 -0-                       --
All Executive Officers and Directors
as a Group (3 persons)                          8,379                    2.7%


Changes In Control

     A change in control of the Company probably will occur upon consummation of
a business combination,  which is anticipated to involve a significant change in
ownership of the Company and in the  membership of the board of  directors.  The
extent of any such change of control in ownership or board composition cannot be
predicted at this time.

Item 12.  Certain Relationships and Related Transactions

     The  Company  has not  entered  into any  transactions  during the last two
fiscal years with any director,  executive officer, director nominee, 5% or more
shareholder,  nor has the Company entered into  transactions  with any member of
the  immediate  families of the foregoing  persons  (includes  spouse,  parents,
children,  siblings, and in-laws) nor is any such transaction proposed except as
detailed below.

     It is the policy of the Company with respect to insider transactions,  that
all  transactions  between  the  Company,  its  officers,  directors,  principal
stockholders  and their  affiliates be on terms no less favorable to the Company
than could be obtained from unrelated third parties in arms-length transactions,
and  that  all  such  transactions  shall  be  approved  by a  majority  of  the
disinterested members of the board of directors.

     On January  10,  2000,  Sigma  Limited  S.A.,  the  provider  of Ian Rice's
services to the Company,  agreed that the Company may defer any consultancy fees
payable  to  Sigma  until  such  time as the  Company  completes  a  combination
transaction whereupon all deferred fees shall be due and payable.

     Since May 2000, Sigma Limited has been providing  rent-free office space to
the Company.


                                       25
<PAGE>

                                     PART IV

Item 13.  Exhibits, List and Reports on Form 8-K

          (a)  Exhibits

Exhibit Number     Description of Exhibit*

3.1(1)             Articles of Incorporation, as amended

3.1(2)             Certificate of Amendment to Articles of Incorporation

3.1(3)             Certificate of Amendment to Articles of Incorporation**

3.2                Registrant's By-laws, as amended**

4.1                Specimen Common Stock Certificate

4.1                Form of Warrant Issued to Purchasers of Units

10.1               Consulting  Agreement  dated as of July 1,  1997  between
                   Registrant  and  Sigma Limited S.A.

10.2               Amendment to Consulting  Agreement, dated October 10,  1997
                   between Registrant and Sigma Limited S.A

10.3               Letter from Sigma Limited S.A. amending Consulting Agreement
                   dated January 10, 2000

10.4               1999 Incentive Program

10.5               2001 Employee Stock Compensation Plan***

16                 Letter from KPMG****

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


     *    Except as  indicated  otherwise,  all  exhibits  are  incorporated  by
          reference to Registrant's Registration Statement on Form 10-SB.

     **   Filed herewith

     ***  Incorporated by reference to Registrant's  Definitive  Proxy Statement
          filed with the Securities and Exchange Commission on February 1, 2001.

     **** Incorporated by reference to Registrant's Annual Report on Form 10-KSB
          for the year ended December 31, 1999.

     b)   Reports on Form 8-K

          None.

                                       26
<PAGE>

                                   SIGNATURES

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

Dated: February 26, 2001


                                                     IKON VENTURES, INC.

                                                     By: /s/ Ian Rice
                                                     Chairman, President
                                                     and Chief Executive Officer


<TABLE>
<CAPTION>



Name                                       Title                              Date
----                                       -----                              ----


<S>                                        <C>                       <C>
 /s/ Ian Rice                              Director                  February 26, 2001
------------------------------
Ian Rice


 /s/ Stephen Gross                         Director                  February 26, 2001
------------------------------
Stephen Gross



 /s/ Kurt Schlapfer                        Director                  February 26, 2001
------------------------------             Chief Financial
Kurt Schlapfer                             and Accounting Officer



                                       27
</TABLE>