SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                    For the fiscal year ended March 31, 2002

            OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-25413

                         SUTTON TRADING SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)


           NEVADA                                             76-0270295

 (State or other jurisdiction of                            (IRS Employer
  incorporation or organization)                           Identification No.)


                1000 Woodbury Road, Suite 214, Woodbury, NY 11797
                    (Address of principal executive offices)

                                 (516) 578-5888
              (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 [X]  NO [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in the 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 the Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $1,750,931.

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: $216,716 as of August 6, 2002.

State the number of shares outstanding of each of the issuer's classes of common
equity: As of August 1, 2002: 24,079,520 shares of common stock, par value $.001
per share, were outstanding.

<PAGE>

                                     Part I
                                     ------

ITEM 1.        DESCRIPTION OF BUSINESS

         Forward Looking Statements

         This Annual Report on Form 10-KSB (this "Report") as well as statements
made in press releases and oral statements that may be made by the Company or by
officers, directors or employees of the Company acting on the Company's behalf
that are not statements of historical or current fact constitute "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other unknown factors that could cause the actual
results of the Company to be materially different from the historical results or
from any future results expressed or implied by such forward-looking statements.
In addition to statements which explicitly describe such risks and
uncertainties, readers are urged to consider statements labeled with the terms
"believes", "belief", "expects", "intends", "anticipates" or "plans" to be
uncertain forward-looking statements. The forward looking statements contained
herein are also subject generally to other risks and uncertainties that are
described from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission.

         History

         Sutton Trading Solutions, Inc. (the "Company") was formed in Nevada on
July 19, 1996, under the name Air Epicurean, Inc. for the purpose of effecting
the reincorporation of its then parent, Northline Industrial Corporation, a
Texas corporation ("NIC"). Such reincorporation was effected in March 1997 when
NIC merged with and into the Company. Neither NIC nor the Company were
conducting any business activities at the time of the merger. On May 8, 1997,
the Company changed its name to Ikon Ventures, Inc. In June 1997, the Company
acquired 90% of the issued an outstanding capital stock of Zeolite Mira S.r.l.
("Zeolite Mira"), an Italian corporation engaged in the manufacture and sale of
detergents and components thereof, as well as certain related intellectual
property. Commencing in July 1998 and terminating in March 1999, the Company
sold all of its interest in Zeolite Mira and related assets. The Company was
inactive from April 1999 until the acquisition of 100% of the issued and
outstanding shares of common stock of Sutton Online, Inc. ("Sutton"), a Delaware
corporation originally formed as a limited liability company on April 22, 1999,
and a direct access application service provider providing online trading
solutions to individuals, broker dealers, and financial institutions worldwide.
The acquisition of all the issued and outstanding shares of Sutton's common
stock was completed on August 8, 2001 by a share exchange (the "Share Exchange")
whereby the Company acquired 6,850,000 shares of Sutton's common stock in
exchange for 15,222,219 of the Company's common stock. After giving effect to
certain other transactions effected in connection with the Share Exchange, the
shares of the Company's common stock issued to the stockholders of Sutton
represented approximately 76% of the total issued and outstanding shares of the
Company's common stock immediately after the Share Exchange. As a result of the
Share Exchange, the Company, which changed its name on October 31, 2001, carried
on business through Sutton.

         In July, 2002, due to a lack of resources, the Company's wholly owned
subsidiary, Sutton Data Services, s.r.o. ("SDS"), filed for bankruptcy
protection and Sutton terminated all of its operations and employees. In light
of the current economic environment, management has concluded that it will be
unable to raise sufficient capital to resume the operations of Sutton.
Accordingly, the Company has no operations, no employees or consultants other
than its Chief Executive Officer, Jonathan Siegel, Chief Financial Officer,
Leigh Bickell and President, Gregory Frank, all of whom are continuing to serve
without salary, and does not own or lease any real property. The Company intends
to liquidate Sutton and the Company's other subsidiaries and use the proceeds

                                        2
<PAGE>

thereof to satisfy the liabilities of such entities. However, the Company does
not anticipate that such proceeds will be adequate to satisfy all of such
liabilities or satisfy the liquidation preference (described below) of the
holder ("Preferred Shareholder") of the Series A Stock ("Series A") of the
Company's subsidiary, Sutton Online Inc. ("Sutton"). The Company also intends to
seek to enter into a business combination with one or more as yet unidentified
privately held businesses as discussed below under this Item 1.

         The Preferred Shareholder is entitled to receive, prior and in
preference to any distribution of any of the assets of Sutton to any other
holders of securities in Sutton, by reason of its ownership thereof, an amount
per share equal to the sum of $.5906 for each outstanding share of the Series A.
If upon the occurrence of such event, the assets and funds thus distributed
among the holders of the Series A shall be insufficient to permit the payment to
such holders of the full aforesaid preferential amounts, then, the entire assets
and funds of Sutton legally available for distribution shall be distributed
ratably among the holders of the Series A in proportion to the amount of such
stock owned by each such holder.

         Overview of Sutton's Business

         Until July, 2002, Sutton was a direct access application service
provider ("ASP") providing online trading solutions to individuals, broker
dealers, and financial institutions worldwide. Sutton's solutions were developed
to enable users to trade in multiple global markets via stock exchanges, market
participants, and electronic communication networks ("ECNs") all through a
single user-friendly interface.

         PRODUCTS. Sutton's products were designed for utilization by both
broker dealers and their customers, who used Sutton's trading software to buy
and sell equities on a variety of stock exchanges, ECNs, or electronic market
maker trade management systems such as NASDAQ. Sutton's products included
advanced electronic trading systems, order management and routing software
applications. These products could be utilized to enable traders to execute and
manage large volumes of transactions in multiple global markets at high speed
with accuracy, reliability and security.

         Sutton's trading systems and routing software are capable of routing
orders to multiple markets and ECNs via a single user friendly interface. By
connecting Sutton's platform to various third parties, users can send orders to
purchase or sell securities. Under applicable United States' laws, such
transactions can only be effected by a broker/dealer registered with the
National Association of Securities Dealers, Inc. (the "NASD") and a member of
the Securities Investor Protection Corporation ("SIPC"). Sutton is neither
registered with the NASD nor a member of SIPC. However, Sutton had a contractual
relationship with Global Capital Securities Corporation ("Global Capital"),
which expired in March 2002 and was replaced with a contractual relationship
with F1 Trading.Com, Inc. ("F1"), both of whom were registered United States
broker dealers and members of the NASD during the period that they had executed
transactions for Sutton. As a result of such a relationship, Sutton was deemed a
designated Office of Supervisory Jurisdiction of Global Capital or F1. All of
Sutton's retail online transactions were executed by Global Capital and are
currently being executed by F1 and all such transactions were cleared through
Penson Financial Services ("Penson"), a division of Service Asset Management
Company, located in Dallas, Texas. Penson is a member of the NASD and the SIPC.
Sutton received a fee paid by the executing broker dealer for each transaction
effected by such broker dealer on behalf of a user of Sutton's platform. In
addition, Sutton made available to users of its platform relevant data purchased
by Sutton from third parties in exchange for which such users paid Sutton a
monthly fee that was billed and collected for Sutton by the executing broker
dealer.

                                        3
<PAGE>

         Prior to July, 2002, Sutton was a distributor of SONIC 2000(TM), a
direct access software platform that provides users with stock price quotations
from the NYSE, AMEX, and NASDAQ, combined with instant trade routing to market
makers and ECNs. Direct access allows the individual trader to electronically
route orders to the financial markets through our servers. The software
communicates directly to market makers, stock exchanges or other individual
traders via ECNs. By eliminating a third party, the user can avoid middleman
price markups and confirmation delays.

         GlobalDAT (TM) is Sutton's proprietary direct access software platform
in a production environment. It was designed to be capable of connecting major
European and American stock exchanges and ECNs through one user interface for
share dealing. Its open architecture FIX interface provides the ability to add
markets and exchanges on demand. Each user can have the ability to: (i) view
level I and level II price quotes , order status, profit and loss and cash-flow;
(ii) route orders via market makers and direct connections to ECNs and
exchanges; and (iii) benefit from dynamic charting and account management ALL IN
REAL-TIME utilizing a front-end environment written in the user's native
language

         Proposed Plan of Operations

         In July, 2002, due to a lack of resources, SDS filed for bankruptcy
protection and Sutton terminated all of its operations and employees. In light
of the current economic environment, management has concluded that it will be
unable to raise sufficient capital to resume the operations of Sutton. The
Company intends to liquidate Sutton and the Company's other subsidiaries and use
the proceeds thereof to satisfy the liabilities of such entities. However, the
Company does not anticipate that such proceeds will be adequate to satisfy all
of such liabilities or satisfy the liquidation preference of its preferred
shareholder. The Company also 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
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.

                                        4
<PAGE>

         PRE-COMBINATION ACTIVITIES. The Company, upon liquidation of its
subsidiaries, as contemplated, will be 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 certain minimal ongoing
operational expenses such as telephone and insurance.

         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 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.

                                        5
<PAGE>

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 Chief Executive
Officer, 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:

         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;

                                        6
<PAGE>

         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 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

                                        7
<PAGE>

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
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

                                        8
<PAGE>

compensation at 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
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.

                                        9
<PAGE>

         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
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

                                       10
<PAGE>

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 or consultants other than its
Chief Executive Officer, Jonathan Siegel, Chief Financial Officer, Leigh Bickell
and President, Gregory Frank, all of whom are serving without salary. The
Company does not expect to have any salaried employees except as a result of
completing a business combination transaction.

ITEM 2.  DESCRIPTION OF PROPERTIES

         Pursuant to a certain Lease Surrender Agreement dated July 18, 2002
entered into between Sutton, as tenant and its landlord, the Company was
released from all of its obligations under the lease for its corporate
headquarters. Currently, the Company's business activities are conducted in
space provided, rent free, by the Company's Chief Executive Officer. This
arrangement is suitable and adequate to support the Company's current needs,
until such time as the Company resumes active business operations.

ITEM 3.  LEGAL PROCEEDINGS

         There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries is a part or to which any of its property is
the subject and, to the best of its knowledge, no such actions against the
Company are contemplated or threatened.

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

         No matters were submitted to a vote of the registrant's security
holders in the fourth quarter of the fiscal year covered by this Report.

                                       11
<PAGE>

                                     PART II
                                     -------

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

         Our common stock is traded on the Over-the-Counter Bulletin Board (OTC:
BB) under the symbol "STTN". The following table sets forth the reported high
and low bid quotations of our common stock for the periods indicated. Such
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

                                                     Common Stock
                                            -------------------------------
                                                High                 Low
                                            -----------         -----------

Quarter ended
March 31, 2001                              $       .63         $       .63

Quarter ended
June 30, 2001                               $      1.75         $      1.50

Quarter ended
September 30, 2001                          $      1.50         $      1.50

Quarter ended
December 31, 2001                           $      1.32         $      1.02

Quarter ended
March 31, 2002                              $      2.50         $      2.50

         On June 28, 2002, the closing bid price of our common stock as reported
on the Over-the-Counter Bulletin Board was $0.42 per share. On that date, there
were approximately 225 holders of record of our common stock. On July 22, 2002
the Company's symbol was changed from "STTN" to "STTNE" on the OTC Bulletin
Board as a result of the Company's failure to file its Annual Report on Form
10-KSB by the prescribed time.

         We have not paid any cash dividends on our common stock to date, and do
not anticipate declaring or paying any dividends in the foreseeable future. We
anticipate that for the foreseeable future we will follow a policy of retaining
earnings, if any, in order to finance the expansion and development of our
business. Payment of dividends is within the discretion of our board of
directors and will depend upon our earnings, capital requirements and operating
and financial condition, among other factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

         We commenced operations in May 1999, initially focusing on providing
direct access software developed by others to retail clients of the firm to
effect securities transactions online. Since November 1999, we have transitioned
to become an application service provider (ASP) of our own proprietary platform,
GlobalDAT (TM). Through our Sutton Online, Inc. ("Sutton") subsidiary, we
provided individuals, broker-dealers, and other financial institutions with
direct access to global markets via stock exchanges, market participants, and
electronic communication networks (ECNs) through a seamless and simple Internet
interface.

                                       12
<PAGE>

         We offered two principal solutions: SONIC 2000 (TM), a third party US
direct access trading platform, and GlobalDAT(TM) (Global Direct Access
Trading), a proprietary global direct access trading. We offered these products
in the role of an ASP, allowing business-to-business (B2B) clients to outsource
much of their transaction infrastructure on a cost-effective basis, maximizing
clients "hard" and "soft" dollar return on investment. Our wholly owned
subsidiary, Sutton Data Services, s.r.o. ("SDS") was our Prague based software
developer that created and maintained the GlobalDAT (TM) platform and was
further engaged in providing specialized custom solutions for B2B clients.

         Our revenues were comprised of transaction fees, data fees and software
licensing fees that were primarily derived from domestic and international
brokerage firms, banks and financial institutions. We had also entered into
interconnectivity agreements, introducing broker dealer agreements, and
technical support agreements. All of such agreements were for an initial period
of one year, with automatic renewal of one additional year. Transaction fees and
technical support fees were billed to the customer on a monthly basis based on
volume.

         Under various service agreements, we provided technology support
services, including systems administration, internal network support, and
support and procurement for clearance and settlement services. In addition,
certain clients of the Company provided online access to their customers through
use of the Company's electronic trading platform for which the Company received
fees.

         During the three months ended March 31, 2002, the Company's focus was
primarily in two areas: the raising of sufficient capital to fund the Company's
immediate working capital requirements, and the launch of GlobalDAT (TM). In
July 2002, however, in light of the current economic environment, management
concluded that it was unable to raise sufficient capital to continue the
operations of Sutton and therefore terminated all of Sutton's operations and
employees. The Company now intends to seek to enter into a business combination
with one or more as yet unidentified privately held businesses.

Results of Operations

         During the twelve months ended March 31, 2002, we had revenue of
$1,750,931 and incurred a net loss of $6,626,286. Expenses for this year were
related primarily to GlobalDAT development, compensation expense generated from
stock issuances, salary expense as well as general and administrative expenses
and interest expense.

         During the twelve months ended March 31, 2001, we had revenues of
$2,598,107 and incurred a net loss of $1,789,230. Expenses for this year were
related primarily to salary expenses, the issuance of stock to purchase a 51%
share in the Company's wholly owned subsidiary, Sutton Data Services, s.r.o.
("SDS"), as well as general and administrative expenses and interest expense.

         Prior to July, 2002, the operations of Sutton and the Company's other
subsidiaries constituted substantially all of the Company's operations. In view
of the filing of a bankruptcy petition by SDS and the Company's decision to
terminate Sutton's operations, management believes that revenue comparisons with
the prior periods are not relevant.

Liquidity and Capital Resources

         At March 31, 2002, we had $163,358 in cash, and had trade accounts
payable in the amount of $1,010,697. We are negotiating with our vendors to
reduce the balances on these accounts.

                                       13
<PAGE>

         As of August 1, 2002 the Company's principal sources of liquidity
consisted of cash of approximately $10,000. 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.

         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
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.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements are included following the signature page,
beginning at F-1. See Index to the Financial Statements.

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

         NONE

                                       14
<PAGE>

                                    PART III
                                    --------

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

         Jonathan D. Siegel ("Siegel"), 41, has served as the Chairman and Chief
Executive Officer of the Company since its inception. From May 1995 until
devoting his full time efforts to Sutton, in January 2001, he also served as the
Chairman and Chief Executive Officer of Global Capital Markets, LLC, a full
service brokerage firm (acquired in November 1999 by Global Capital Partners,
Inc. ("GCAP"), a Nasdaq listed holding Company). In March 1990 Siegel joined in
the formation of Prime Charter Ltd. where he served as Managing Director until
May 1995. Siegel earned a B.S.E.E. degree from the University of Pennsylvania
and an M.S.C.E. degree from Syracuse University.

         Gregory C. Frank ("Frank"), 31, has served as the President and a
director of Sutton since its inception. From March 1998 until he founded Sutton,
Frank served as the Chief Operating Officer of Livetrade.com. Prior to that,
from December 1997 to March 1998, he served as Chief Operating Officer of Talon
Trading, an on-site trading firm in Garden City, New York. Frank earned an A.S.
degree in Sales and a B.S. in Direct Marketing from Johnson & Wales University.

         Richard W. Joyce ("Joyce"), 45, joined the Company's board of directors
in May 2000 and continued on until his resignation from the Company's board on
May 28, 2002. Mr. Joyce submitted his resignation for personal reasons and has
also offered to continue with the Company in a future advisory capacity. Joyce
is a London-based senior vice president of worldwide sales at 3Com Corp., a
broad-based global supplier of networking systems and services. Previously, he
was president of 3Com Europe and Asia/Pacific Rim. Joyce joined 3Com UK in 1987
as manager for the workgroup systems division, became president of 3Com Europe
in 1990 and assumed responsibility for Asia/Pacific Rim sales in 1993. Before
joining 3Com, Mr. Joyce held a variety of management positions at Cambridge
International Trading Corp., Esso Petroleum and RRL Electronics.

         Vincent Montagna ("Montagna"), 30, joined the board of directors in May
2002. Montagna is the Co-Founder/President & Chief Executive Officer of Quantus
Holding Company, Inc. (the General Member). Mr. Montagna received a Bachelors
Degree in Business Management. Upon graduation, Mr. Montagna began his career in
corporate finance and has worked with several privately held investment banks.
He has held positions as Investment Banker, Managing Director and Principal. Mr.
Montagna is responsible for the daily investment management of Tiburon Asset
Management LLC. Mr. Montagna's specialties include: extensive experience in
trading, options, asset management and investment banking; including bridge
financing, private placements, mergers and acquisitions and initial and
secondary offerings. He has been involved with well over 100 investment banking
transactions encompassing all phases of development.

         Radek Hulan ("Hulan"), 29, has served as the Chief Technology Officer
of Sutton since its inception. Hulan is the Chief Executive Officer and founder
of SDS and the Chief Executive Officer of Total Solutions, a market leader in
portfolio management and financial accounting systems for Prague Stock Exchange.
He has also served in management positions at Burzovni Software and Atlantik
Financial trhy, S.R.O. Hulan has a Faculty of Economics degree from Masaryk
University, Czech Republic and has computer programming skills for Oracle 7,x,
8.x, Paradox, C++, SQL, and FoxPro.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In March 2001, Sutton affected a 1 to 2.5 reverse stock split whereby
each 2.5 shares were exchanged for one newly issued share. All references herein
to shares and share prices, including retroactive treatment, reflect the split
on the basis of the effective ratio.

         In August 2001, the shareholders of Ikon Ventures, Inc. ("Ikon"), later
changed to Sutton Trading Solutions, Inc. ("the Company") approved an exchange
of common stock of the Company for all of the outstanding common stock of
Sutton. The stock exchange between the Company and Sutton has been considered a
reverse acquisition. The reverse acquisition was accomplished through the
issuance of 2.2222222 shares of the Company common stock for each share of
Sutton, or 15,222,219 shares of the Company common stock. At the date of the

                                       15
<PAGE>

reverse acquisition, the Company had 310,913 outstanding shares of common stock.
All references to warrants and shares reflect the reverse acquisition.

         In connection with the acquisition of Sutton, the Company borrowed
$100,000 and loaned such amount to Sutton, and on the date of the acquisition,
the $100,000 was converted to 25,000 shares of the Company common stock. In
addition, the Company sold 100,000 shares of common stock for proceeds of
$400,000. Also, the Company issued 4,500,000 shares as service fees valued at
$3,600,000, $400,000 of which was for a prepaid contract.

         In addition 22,222 shares of common stock were returned to the Company
in connection with the sale of an investment.

         In August 2001, 1,888,888 shares of common stock (after giving effect
to the reverse acquisition) were issued in payment of $600,000 in notes payable.

         In August 2001, 888,888 shares of Series A exchangeable preferred stock
of Sutton Online, Inc. were issued in payment of a $525,000 note payable. The
preferred stock is exchangeable at the option of the preferred shareholder at
any time into 888,888 shares of the Company's common stock and a warrant to
purchase 388,889 shares of the Company's common stock at $2.50 per share.
Holders of the preferred stock are not entitled to receive dividends, except
when and as declared by the board of directors. In October 2001, the preferred
stock was exchanged for 888,888 shares of the Company's common stock.

         In connection with the reverse acquisition, 3,100,000 warrants to
purchase shares of Sutton Online, Inc. were exchanged for 6,888,888 warrants to
purchase shares of the Company's common stock. All other terms of the warrants
remained the same. In addition, the Company issued 284,722 warrants (after
giving effect to the reverse acquisition) in connection with the conversion of
notes payable.

         In October 2001, the Company issued 250,000 shares of common stock in
payment of the purchase price of $375,000 for Radek Hulan's 49% interest in SDS.
The shares were issued and sold in reliance upon the exemption provided by
Section 4 (2) of the Securities Act of 1933, as amended (the "Act").

         In October 2001, the Company issued a warrant to purchase 388,889
shares of its common stock at an exercise price of $2.50 per share to Global Net
Financial.com, Inc., an accredited investor, in connection with the conversion
of notes payable in the aggregate amount of $525,000. The warrant was issued and
sold in reliance upon the exemption provided by Rule 506 of Regulation D.

         During the period from October 1, 2001 through December 31, 2001, the
Company issued 120,000 shares of common stock as payment of interest of $248,200
on notes payable, and 62,500 shares of common stock for conversion to equity of
notes payable in the amount of $250,000.

         In November 2001, the Company issued 100,000 shares of its common stock
to The Wells Group., an accredited investor, in payment of public relations
services to be rendered to the Company. Of such amount, 50,000 shares are being
held in escrow and will be released on the six month anniversary of the
agreement unless sooner terminated by the Registrant. The amount of shares
issued was determined by negotiations between the parties and no value was
attributed to such shares in the applicable contract. The closing bid price of
the Company's common stock on November 1, 2001 was $2.75. The shares were sold
in reliance upon the exemption provided by Rule 506 of Regulation D.

                                       16
<PAGE>

         In December 2001, the Company sold 2,000,000 shares of its common stock
(as part of a unit together with 2,000,000 shares of preferred stock of the
Company's subsidiary, Sutton Online, Inc.) to Tiburon Management Limited, an
accredited investor, in exchange for a $1,000,000 recourse note, which has since
been paid. The shares were issued and sold in reliance on the exemption provided
by Rule 506 of Regulation D. In February 2002, the Company sold 600,000 shares
of its common stock (as part of a unit together with 600,000 shares of
preferred stock of the Company's subsidiary, Sutton Online, Inc.) to the same
shareholder for a note receivable in the amount of $300,000, which note has
since been paid. The Company has not accrued interest on either of these notes.
The shares were issued and sold in reliance on the exemption provided by Rule
506 of Regulation D.

                                       17
<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
3.1(2)                Certificate of Amendment to Articles of Incorporation**
3.2                   Registrant's By-laws
99.1                  Certification of Principal Executive Officer, dated August
                      13, 2002
99.2                  Certification of Principal Financial Officer, dated August
                      13, 2002
-------------------
         *     Except as indicated otherwise, all exhibits are incorporated by
reference to Registrant's Registration Statement on Form 10-SB.
         **    Incorporated by reference to Registrant's Definitive Proxy
Statement filed with the Securities and Exchange Commission on October 9, 2001.

         (b)   Reports on Form 8-K

               On August 22, 2001 the Company filed a Current Report on Form 8-k
reporting events under: "Item 1. Changes in Control of registrant"; Item 2.
Acquisition or Disposition of Assets; Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits; and Item 8. Change in Fiscal Year.

                                       18
<PAGE>

                                   SIGNATURES

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

                                       SUTTON TRADING SOLUTIONS, INC.


Date: August 13, 2002                  By: /s/ JONATHAN SIEGEL
                                       -----------------------------------------
                                       Jonathan Siegel

                                       19
<PAGE>



                         SUTTON TRADING SOLUTIONS, INC.
                         ------------------------------
                                AND SUBSIDIARIES
                                ----------------
                         (formerly Ikon Ventures, Inc.)
                         ------------------------------

                        CONSOLIDATED FINANCIAL STATEMENTS
                        ---------------------------------

                       YEARS ENDED MARCH 31, 2002 AND 2001
                       -----------------------------------



<PAGE>

                         SUTTON TRADING SOLUTIONS, INC.
                                AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

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


                                                                            Page
                                                                            ----

Consolidated Balance Sheets at March 31, 2002 and 2001                       F-3

Consolidated Statements of Operations for the years
 ended March 31, 2002 and 2001                                               F-4

Consolidated Statements of Comprehensive Income for the years
 ended March 31, 2002 and 2001                                               F-5

Consolidated Statements of Changes in Shareholders' Equity for
 the years ended March 31, 2002 and 2001                                   F-6-7

Consolidated Statements of Cash Flows for the years
 ended March 31, 2002 and 2001                                             F-8-9

Notes to Consolidated Financial Statements                               F-10-18

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Sutton Trading Solutions, Inc.
(formerly Ikon Ventures, Inc.)


We have audited the accompanying consolidated balance sheets of Sutton Trading
Solutions, Inc. and Subsidiaries (formerly Ikon Ventures, Inc.) as of March 31,
2002 and 2001, and the related consolidated statements of operations,
comprehensive income, changes in shareholders' equity, and cash flows for the
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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sutton Trading
Solutions, Inc. and Subsidiaries (formerly Ikon Ventures, Inc.) as of March 31,
2002 and 2001, and the results of their operations and their cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

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

As more fully described in Note 9, in July 2002, the Company was unable to meet
its obligations and accordingly terminated its work force and discontinued all
operations.


                                       /s/ SPICER, JEFFRIES & CO.


Denver, Colorado
May 23, 2002, except for Note 9, as
  to which the date is July 2, 2002


<PAGE>
<TABLE>
<CAPTION>
                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                  (See Note 9)

                                     ASSETS
                                     ------                                           March 31,         March 31,
                                                                                        2002              2001
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
CURRENT ASSETS:
  Cash                                                                              $    163,358     $    207,879
  Receivables:
    Trade, net                                                                           114,965            3,644
    Employees, subsidiary and affiliated company                                         141,020          529,209
    Other                                                                                 15,916           90,754
  Prepaid expenses                                                                       168,918          160,208
                                                                                    ------------     ------------
               Total current assets                                                      604,177          991,694
                                                                                    ------------     ------------
PROPERTY AND EQUIPMENT, at cost:
  Computers and equipment                                                                873,179          886,235
  Software                                                                               588,903          561,163
  Vehicles                                                                               269,445           70,064
  Leasehold improvements                                                                   9,438           40,850
                                                                                    ------------     ------------
                                                                                       1,740,965        1 558,312
  Less: accumulated depreciation and amortization                                       (407,524)        (124,138)
                                                                                    ------------     ------------
                                                                                       1,333,441        1,434,174
                                                                                    ------------     ------------
OTHER ASSETS:
  Investments (Notes 3 and 4)                                                                  -          367,196
  Goodwill, net of amortization of $1,070                                                389,905           14,973
  Other                                                                                   24,275            6,181
                                                                                    ------------     ------------
                                                                                         414,180          388,350
                                                                                    ------------     ------------
                                                                                    $  2,351,798     $  2,814,218
                                                                                    ============     ============
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
  Accounts payable, accrued expenses and other liabilities                          $  1,010,697     $  1,204,452
  Capital lease obligation                                                                91,043           66,490
  Notes payable (Note 4)                                                                       -        1,000,000
                                                                                    ------------     ------------
                   Total current liabilities                                           1,101,740        2,270,942
                                                                                    ------------     ------------
LONG-TERM LIABILITIES:
  Capital lease obligation                                                                76,125           78,953
                                                                                    ------------     ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (Note 3):
  Preferred stock, $.0001 par value, 3,000,000 shares authorized,
     2,600,000 (liquidation value $1,300,000) and 0 shares issued
     and outstanding, respectively                                                           260                -
  Common stock, $.001 par value, 100,000,000 shares authorized,
     23,757,298 and 13,333,331 shares issued and outstanding, respectively                23,758           13,333
  Additional paid-in capital                                                           9,973,555        2,415,155
  Note receivable                                                                       (425,000)               -
  Accumulated other comprehensive income                                                  49,322         (142,489)
  Deficit                                                                             (8,447,962)      (1,821,676)
                                                                                    ------------     ------------
                                                                                       1,173,933          464,323
                                                                                    ------------     ------------
                                                                                    $  2,351,798     $  2,814,218
                                                                                    ============     ============
</TABLE>

The accompanying notes are an integral part of these statements.


                                       F-3
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                  (See Note 9)

                                                          Year Ended
                                                           March 31,
                                                     2002             2001
                                                 ------------     ------------
REVENUE:
  Transaction fees                               $  1,394,450     $  2,214,050
  Data fees                                           286,167          353,169
  Other                                                70,314           30,888
                                                 ------------     ------------
     Total Revenue                                  1,750,931        2,598,107
                                                 ------------     ------------
EXPENSES:
  Clearing costs                                      191,838          363,174
  Trading costs                                        93,484           63,566
  User fees                                           309,204          239,761
  Technical support                                   388,404          178,442
  Service fees (Note 3)                             3,325,833          526,105
  Selling expenses                                     67,765          155,680
  Salaries and related expenses                     1,137,562          824,597
  Licensing fees                                      201,440          328,253
  Travel                                               83,274          120,053
  Communications                                      277,627          236,268
  Legal and professional                              265,983          250,857
  Occupancy and equipment costs                       532,988          327,238
  Advertising                                          29,140          243,811
  General and administrative                          447,887          274,866
  Consulting                                           40,000           29,715
  Depreciation and amortization                       337,209          106,391
                                                 ------------     ------------

     Total operating expenses                       7,729,638        4,268,777
                                                 ------------     ------------
OTHER INCOME/(EXPENSE)
  Interest expense                                   (340,207)         (92,079)
  Other                                               (26,667)           1,357
  Loss on investments                                (280,705)         (28,774)
                                                 ------------     ------------

     Total other expense                             (647,579)        (119,496)
                                                 ------------     ------------

NET LOSS BEFORE MINORITY INTEREST                  (6,626,286)      (1,790,166)

MINORITY INTEREST IN LOSS OF SUBSIDIARY                     -              936
                                                 ------------     ------------

NET LOSS                                         $ (6,626,286)    $ (1,798,230)
                                                 ============     ============
BASIC AND DILUTED LOSS PER COMMON SHARE:

    Net loss                                     $      (0.35)    $      (0.18)
                                                 ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING                18,814,761        9,901,978
                                                 ============     ============

The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 -----------------------------------------------
                                  (See Note 9)

                                                          Year Ended
                                                           March 31,
                                                     2002             2001
                                                 ------------     ------------

NET LOSS                                         $ (6,626,286)    $ (1,789,230)

OTHER COMPREHENSIVE INCOME (LOSS):
   Unrealized holding losses                                -         (160,449)
   Realization of unrealized holding losses           160,449                -
   Exchange gains                                      31,362           17,960
                                                 ------------     ------------

COMPREHENSIVE LOSS                               $ (6,434,475)    $ (1,931,719)
                                                 ============     ============

The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
           ----------------------------------------------------------
                                  (See Note 9)

                                                                                Preferred     Preferred       Common
                                                  Members'       Preferred        Stock         Stock         Stock
                                                   Equity          Shares       $.025 Par     $.0001 Par      Shares
                                                 -----------    -----------     ----------    -----------   -----------
<S>                                              <C>           <C>              <C>           <C>           <C>
BALANCES, March 31, 2000                         $   273,542              -     $        -    $         -             -

April 28, 2000, converted to corporation
from LLC                                            (273,542)             -              -              -     8,888,887

Sale of shares to related party                            -              -              -              -       888,889

Shares issued in exchange for 450,000 shares
of related party common stock                              -              -              -              -     1,777,777

Shares issued for compensation and to
acquire a minority interest (see Note 3)                   -              -              -              -       888,889

Shares issued for services                                 -              -              -              -       888,889

Net income (loss) (see Note 3)                             -              -              -              -             -

Other comprehensive loss                                   -              -              -              -             -
                                                 -----------    -----------     ----------    -----------   -----------

BALANCES, March 31, 2001                                   -              -              -              -    13,333,331

Issuance of shares and warrants for notes
and interest payable                                       -        888,888         22,222              -     1,888,888

Debt forgiveness by shareholder                            -              -              -              -             -

Reverse acquisition of Ikon Ventures, Inc.                 -              -              -              -       310,913

Return of shares for sale of investment                    -              -              -              -       (22,222)

Conversion of loan from Ikon Ventures, Inc.                -              -              -              -        25,000

Sale of shares for cash                                    -              -              -              -       100,000

Shares issued for services                                 -              -              -              -     4,600,000

Shares issued to acquire remaining interest in
SDS                                                        -              -              -              -       250,000

Shares and warrants issued for notes payable               -              -              -              -        62,500

Shares issued for interest payable                         -              -              -              -       120,000

Conversion of preferred stock                              -       (888,888)       (22,222)             -       888,888
</TABLE>
<TABLE>
<CAPTION>
                                                                                              Accumulated
                                                   Common        Additional                      Other
                                                    Stock         Paid-In         Notes      Comprehensive
                                                  $.001 Par       Capital       Receivable       Income        Deficit
                                                 -----------    -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>            <C>
BALANCES, March 31, 2000                         $         -    $         -    $         -    $         -    $         -

April 28, 2000, converted to corporation
from LLC                                               8,889        264,653              -              -              -

Sale of shares to related party                          889        999,111              -              -              -

Shares issued in exchange for 450,000 shares
of related party common stock                          1,777        560,723              -              -              -

Shares issued for compensation and to
acquire a minority interest (see Note 3)                 889        279,111              -              -              -

Shares issued for services                               889        279,111              -              -              -

Net income (loss) (see Note 3)                             -         32,446              -              -     (1,821,676)

Other comprehensive loss                                   -              -              -       (142,489)             -
                                                 -----------    -----------    -----------    -----------    -----------

BALANCES, March 31, 2001                              13,333      2,415,155              -       (142,489)    (1,821,676)

Issuance of shares and warrants for notes
and interest payable                                   1,889      1,133,774              -              -              -

Debt forgiveness by shareholder                            -         30,000              -              -              -

Reverse acquisition of Ikon Ventures, Inc.               311           (311)             -              -              -

Return of shares for sale of investment                  (22)        (6,978)             -              -              -

Conversion of loan from Ikon Ventures, Inc.               25         99,975              -              -              -

Sale of shares for cash                                  100        399,900              -              -              -

Shares issued for services                             4,600      3,870,400              -              -              -

Shares issued to acquire remaining interest in
SDS                                                      250        374,750              -              -              -

Shares and warrants issued for notes payable              63        249,937              -              -              -

Shares issued for interest payable                       120        248,080              -              -              -

Conversion of preferred stock                            889         21,333              -              -              -

</TABLE>

The accompanying notes are an integral part of these statements.

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
           ----------------------------------------------------------
                                  (See Note 9)

                                                                                   Preferred      Preferred        Common
                                                      Members'      Preferred        Stock          Stock          Stock
                                                       Equity         Shares       $.025 Par      $.0001 Par       Shares
                                                     -----------    -----------    -----------    -----------    -----------
<S>                                                  <C>              <C>          <C>            <C>             <C>
Shares issued for notes receivable                             -      2,600,000              -            260      2,600,000

Return of shares- termination of service
contract                                                       -              -              -              -       (400,000)

Debt forgiveness by shareholder                                -              -              -              -              -

Payments received on note receivable                           -              -              -              -              -

Change in accumulated other comprehensive
income                                                         -              -              -              -              -

Net loss                                                       -              -              -              -              -

BALANCES, March 31, 2002                             $         -      2,600,000    $         -    $       260     23,757,298
                                                     ===========    ===========    ===========    ===========    ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                   Accumulated
                                                       Common       Additional       Other
                                                        Stock        Paid-In         Notes      Comprehensive
                                                      $.001 Par      Capital       Receivable        Income        Deficit
                                                     -----------    -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Shares issued for notes receivable                         2,600      1,297,140    $(1,300,000)             -              -

Return of shares- termination of service
contract                                                    (400)      (319,600)             -              -              -

Debt forgiveness by shareholder                                -        160,000              -              -              -

Payments received on note receivable                           -              -        875,000              -              -

Change in accumulated other comprehensive
income                                                         -              -              -        191,811              -

Net loss                                                       -              -              -              -     (6,626,286)

BALANCES, March 31, 2002                             $    23,758    $ 9,973,555    $  (425,000)   $    49,322    $ (8,447,62)
                                                     ===========    ===========    ===========    ===========    ===========
</TABLE>

The accompanying notes are an integral part of these statements.

                                      F-7
<PAGE>
<TABLE>
<CAPTION>





                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (See Note 9)


                                                                                   Year Ended
                                                                                    March 31,
                                                                              2002             2001
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                $ (6,626,286)    $ (1,789,230)
  Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                             337,209          106,391
     Loss on sale of securities                                                280,705           28,774
     Gain on sale of fixed assets                                               (7,975)            (797)
     Issuance of stock for services and interest expense                     3,507,333          602,470
     Increase in receivables                                                   (36,483)         (86,748)
     Decrease in prepaid expenses                                              346,290         (160,208)
     Increase in other assets                                                  (18,093)          (9,030)
     Increase in accounts payable and accrued expenses                          52,330        1,265,206
     Increase in minority interest of subsidiary                                     -             (936)
     Increase in interest payable                                                    -           36,639
     Increase in other payables                                                      -           10,607
                                                                          ------------     ------------
              Net cash provided by (used in) operating activities           (2,164,970)           3,138
                                                                          ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease in related party receivables                                        388,189          105,626
  Acquisition of subsidiary, net of cash acquired                                    -          (15,618)
  Purchases of property and equipment                                           (7,654)      (1,992,627)
                                                                          ------------     ------------
              Net cash provided by (used in) investing activities              380,535       (1,902,619)
                                                                          ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on capital lease obligations                                       (153,275)         (34,505)
  Proceeds from notes payable, net of payments                                 810,000        1,000,000
  Payments received on note receivable                                         875,000                -
  Issuance of common stock                                                     400,000        1,000,000
                                                                          ------------     ------------
              Net cash provided by financing activities                      1,931,725        1,965,495
                                                                          ------------     ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                       (191,811)          17,960
                                                                          ------------     ------------

NET INCREASE (DECREASE) IN CASH                                                (44,521)          83,974

CASH, beginning of year                                                        207,879          123,905
                                                                          ------------     ------------

CASH, end of year                                                         $    163,358     $    207,879
                                                                          ============     ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       F-8
<PAGE>
<TABLE>
<CAPTION>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Continued)
                                  (See Note 9)

                                                                                             Year Ended
                                                                                              March 31,
                                                                                        2002              2001
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                            $     72,561     $     15,714
                                                                                    ============     ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
  Issuance of common stock for LLC interest                                         $          -     $    273,542
                                                                                    ============     ============
  Issuance of common stock for common stock of related party                        $          -     $    562,500
                                                                                    ============     ============
  Vehicles and equipment acquired under capital leases                              $    206,552     $    180,210
                                                                                    ============     ============
  Issuance of common and preferred stock for notes and interest payable             $  1,756,085     $          -
                                                                                    ============     ============
  Issuance of common and preferred stock for note receivable                        $  1,300,000     $          -
                                                                                    ============     ============
  Debt forgiveness by shareholder                                                   $    190,000     $          -
                                                                                    ============     ============
  Return of common stock for sale of investment                                     $      7,000     $          -
                                                                                    ============     ============
  Issuance of common stock for prepaid service contracts, net of return of shares   $    355,000     $          -
                                                                                    ============     ============
</TABLE>

The Company purchased 51% of the capital stock of Sutton Data Services s.r.o.
for cash. In connection with the acquisition, liabilities were assumed as
follows:

  Fair value                                $   16,043
  Cash paid, net of cash acquired              (15,618)
                                            ----------
     Liabilities assumed                    $      425
                                            ==========

The accompanying notes are an integral part of these statements.

                                      F-9
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

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

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization, Business and Basis of Presentation
------------------------------------------------

Sutton Online, Inc. ("Sutton") was originally organized as a limited liability
company in April 1999 and was merged into Sutton Online, Inc. in May 2000. In
August 2001, the shareholders of Ikon Ventures, Inc. ("Ikon") approved an
exchange of common stock of Ikon for all of the outstanding common stock of
Sutton. As a result of this transaction, Ikon owns Sutton as a wholly owned
subsidiary. The stock exchange between Ikon and Sutton has been considered a
reverse acquisition. Under reverse acquisition accounting, Sutton was considered
the acquirer for accounting and financial reporting purposes, and acquired the
assets and assumed the liabilities of Ikon. Ikon had no assets at acquisition
and had liabilities of $76,000, which were then forgiven just prior to the
acquisition. The acquisition was accomplished through the issuance of 2.2222222
shares of Ikon common stock for each share of Sutton, or 15,222,219 shares of
Ikon common stock for 6,850,000 shares of Sutton. The existing holders of Sutton
warrants of 3,100,000 on the date of the acquisition were issued Ikon warrants
in the amount of 6,888,888. At the date of the reverse acquisition, Ikon had
310,913 outstanding shares of common stock. Subsequent to the reverse
acquisition, Ikon changed its name to Sutton Trading Solutions, Inc. The common
stock and paid-in capital amounts have been restated on the accompanying March
31, 2001 balance sheet to reflect the reverse acquisition. All references to
shares and warrants have been restated to reflect the reverse acquisition.

The consolidated condensed financial statements include Sutton Trading
Solutions, Inc. ("STS", formerly Ikon Ventures, Inc.), its wholly owned U.S.
subsidiary Sutton Online, Inc. ("Sutton"), and its wholly owned European
subsidiary, Sutton Data Services sro ("SDS") (collectively, the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation. The fiscal year end of the Company's European subsidiary is
December 31. This subsidiary is included on the basis of closing dates that
precede the Company's closing date by three months.

The Company offers trade routing and level II software and data for online
investors including individuals, hedge funds and money managers, and provides
brokerage firms with the necessary tools to offer financial products via the
internet. Through its European subsidiary, the Company is developing software to
provide a trading platform to customers for the purpose of routing trades in
U.S. stocks as well as stocks traded on several European exchanges.

The Company's business requires it to have a relationship with a securities
broker-dealer as well as a clearing organization to clear trades. Management
believes that it could replace its current relationships with another
broker-dealer and/or clearing organization at similar costs of trading.

Going Concern
-------------

The Company has suffered losses from operations and has insufficient cash to
fund its operations for the next twelve months that raises substantial doubt
about its ability to continue as a going concern. The Company received
additional equity funding of $206,500 in April and May 2002, as described in
Note 3. However, the ability of the Company to continue operations is contingent
upon its obtaining additional debt and/or equity capital to fund its operations,
or reducing its recurring losses from operations. On July 2, 2002, the Company
discontinued its operations on a world wide basis (see Note 9).

Use of Estimates
----------------

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

Cash Equivalents
----------------

All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents.

                                      F-10
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)

Fair Value of Financial Instruments
-----------------------------------

Financial instruments, including cash, receivables, investments, other assets,
accounts payable, loans and notes payable and other liabilities are carried at
amounts that approximate fair value due to the short term nature of those
instruments.

Accounts Receivable
-------------------

The Company uses the allowance method in accounting for bad debts. As of March
31, 2002 and 2001, the Company had not recorded allowances for doubtful
accounts, since the Company believes all receivables are collectible.

Property and Equipment
----------------------

The Company provides for depreciation of leasehold improvements, furniture,
vehicles, computers and equipment using the straight-line method based on
estimated useful lives of, generally, three to seven years.

Software Development Costs
--------------------------

The Company capitalizes software development costs incurred to develop certain
of the Company's software for advanced online trading systems that will allow
users to buy and sell securities on various worldwide exchanges in accordance
with Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." As of this date, the software has not
been completed and, accordingly, is not available for use. The software will be
amortized over the economic life of the software.

Investments
-----------

The Company had invested in restricted securities of Global Capital Partners,
Inc. These securities were classified as available-for-sale at March 31, 2001,
and thus, were carried at market value, with unrealized gains and losses
reported as a separate component of shareholders' equity. At March 31, 2001,
these securities had a fair market value of $333,301 and a cost basis of
$493,750, resulting in a net unrealized loss of $160,449.

Goodwill
--------

Goodwill that arose in business combinations completed before June 30, 2001 is
amortized on a straight-line basis over a period of fifteen years. Goodwill that
arose in business combinations completed after June 30, 2001 is not amortized,
but is assessed for impairment as discussed below under "Long-Lived Assets".

Long-Lived Assets
-----------------

The Company reviews its long-lived assets for impairment whenever changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
the recoverability test is performed using undiscounted net cash flows estimated
to be generated by the asset.

Foreign Currency
----------------

The Company's foreign subsidiary uses the local currency as their functional
currency. Accordingly, assets and liabilities of the foreign subsidiary are
translated into United States dollars at end-of-period exchange rates. Revenue
and expenses are translated at average exchange rates in effect during the
period. Gains or losses from foreign currency translation are included in other
comprehensive income.

Revenue Recognition
-------------------

The Company recognizes transaction fee revenue from trade routing on a
transaction-by-transaction basis. Data fee revenue from data software use is
recognized on a monthly usage basis.

                                      F-11
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)

Advertising Costs
-----------------

Advertising costs are expensed as incurred.

Stock Split
-----------

On March 22, 2001, Sutton effected a 1 to 2.5 reverse stock split whereby each
2.5 shares were exchanged for one newly issued share. All references to shares
and share prices, including retroactive treatment, reflect the split on the
basis of the effective ratio.

Net Loss Per Share of Common Stock
----------------------------------

Net loss per share of common stock is based on the weighted average number of
shares of common stock outstanding, giving effect to the reverse acquisition and
the reverse stock split as discussed above. Common stock equivalents are not
included in the weighted average calculation since their effect would be
anti-dilutive.

Reclassification
----------------

Certain prior year amounts have been reclassified to conform to the current year
presentation.

Stock Option Plan
-----------------

In February 2001, the Company approved the 2001 Employee Stock Compensation Plan
(the "Plan"). The maximum number of shares of common stock that may be granted
by the Company under the Plan is 5,000,000 shares during the period of the Plan,
however, no awards may be made that would bring the total of all outstanding
Plan shares under the Plan to more than 20% of the total number of shares of
common stock of the Company at the time outstanding. As of March 31, 2002, no
awards had been made under the Plan.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages, but does not require, companies to
record compensation expense for stock-based employee compensation plans at fair
value. The Company has elected to account for its stock-based compensation plans
using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under
the provisions of APB No. 25, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's common stock at
the date of grant over the amount an employee must pay to acquire the stock.

Recent Accounting Pronouncements
--------------------------------

In June 2001, the FASB issued Statement of Financial Accounting Standard No. 141
("SFAS 141"), "Business Combinations" and No. 142 ("SFAS 142"), "Goodwill and
Other Intangible Assets". SFAS 141 requires all business combinations to be
accounted for using the purchase method of accounting and is effective for all
business combinations initiated after June 30, 2001. SFAS 142 requires goodwill
to be tested for impairment under certain circumstances, and written off when
impaired, rather than being amortized as previous standards required. SFAS 142
is effective for fiscal years beginning after December 15, 2001, with early
application permitted for companies with fiscal years beginning after March 15,
2001, provided that the first interim period financial statements have not been
previously issued. The adoption of SFAS 141 did not have a material effect on
the Company's financial position or results of operations. The Company will
adopt SFAS 142 on April 1, 2002, and is currently assessing the impact of the
implementation of SFAS 142 on its financial position and results of operations.

In August 2001, the FASB issued Statement of Financial Accounting Standard No.
144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets". This statement supercedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". This
statement removes goodwill from the scope of SFAS 121, and requires long-lived
assets to be tested for recoverability whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. SFAS 144
is effective for fiscal years beginning after December 15, 2001. The Company is
currently assessing the impact of the implementation of SFAS 142 on its
financial position and results of operations.

                                      F-12
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 2-  BUSINESS COMBINATIONS

In June 2000, the Company organized a newly formed subsidiary in the
Netherlands, Sutton Online Europe BV for cash of approximately $17,000. Through
this subsidiary, the Company acquired a 51% interest in the outstanding common
stock of Sutton Data Services s.r.o. ("SDS"). SDS was a recently formed entity
and had no operations. The acquisition was accounted for as a purchase and the
results of operations of Europe on a consolidated basis have been included from
the acquisition date. The excess of the purchase price over the fair value of
tangible net assets acquired amounted to approximately $16,000, and was recorded
as goodwill. Since both Europe and SDS had no operations prior to formation and
acquisition, the pro forma results of operations for the years ended March 31,
2002 and 2001 (assuming formation and acquisition as of April 22, 1999) would
not be different than those in the accompanying results of operations. In
October 2001, the Company purchased the remaining 49% of the outstanding common
stock of SDS (see Note 3) through the issuance of common stock valued at
$375,000. This resulted in the Company recording additional goodwill of
approximately $373,000.

NOTE 3-  SHAREHOLDERS' EQUITY

Debt Forgiveness
----------------

In June 2001, a shareholder forgave a debt of $30,000, which was credited to
paid-in capital. In December 2001, another shareholder forgave a $160,000 note
payable, which was also credited to paid-in capital.

Preferred Stock
---------------

In July 2001, prior to the reverse acquisition with Ikon, Sutton Online, Inc.
designated 888,888 shares of their authorized preferred stock as Series A. In
August 2001, 888,888 shares of Series A exchangeable preferred stock of Sutton
Online, Inc. were issued in payment of a $525,000 note payable and interest
payable of $19,274. The preferred stock is exchangeable at the option of the
preferred shareholder at any time into 888,888 shares of the Company's common
stock and a warrant to purchase 388,889 shares of the Company's common stock at
$2.50 per share. Holders of the preferred stock are not entitled to receive
dividends, except when and as declared by the board of directors. In October
2001, the Series A exchangeable preferred stock of Sutton Online, Inc. was
exchanged into common stock and warrants in the amounts noted above and this
series was cancelled.

In December 2001, the board of directors of Sutton Online, Inc. designated
2,600,000 shares of their authorized preferred stock as Series A exchangeable
preferred stock ("Series A"). The Series A has no voting rights, does not
receive dividends and has a liquidation value of $0.50. The Series A is
exchangeable, in whole, at the option of the holders, into STS exchangeable
securities, at any time after STS shall have authorized a class or series of STS
exchangeable securities. STS exchangeable securities means a class or series of
preferred stock of STS that shall have substantially the same rights,
preferences and privileges as the Series A. In December 2001, 2,000,000 shares
of Series A were issued, along with common stock, for a note receivable in the
amount of $1,000,000. In February 2002, an additional 600,000 shares of Series A
were issued, along with common stock, for a note receivable in the amount of
$300,000 (see below).

Common Stock
------------

As of May 1, 2000, Sutton Online, LLC (formed in April, 1999), was merged into a
newly formed company, Sutton Online, Inc. by issuing 8,888,887 shares of common
stock and 3,200,000 warrants to purchase stock at $2.50 per share to the LLC's
members. In addition, 6,844,444 warrants to purchase stock at $2.50 per share
were issued to certain shareholders of which 4,222,222 were subsequently
surrendered back to the Company.

On June 12, 2000, the Company issued 888,889 shares and 1,777,777 warrants to
purchase common stock to its parent, GCAP, and another unrelated third party for
cash of $1,000,000. The warrants allowed GCAP to purchase 1,777,777 shares of
the Company's common stock for 450,000 shares of GCAP common stock. On February
12, 2001, GCAP exercised its warrants and the Company issued 1,777,777 shares of
its common stock to GCAP in exchange for 450,000 shares of GCAP common stock
valued at $562,500.

                                      F-13
<PAGE>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 3-  SHAREHOLDERS' EQUITY (continued)

Common Stock (continued)
------------

In March, 2001, the Company issued 888,889 shares of its common stock and
444,444 warrants to purchase common stock at $2.50 per share to the 49%
shareholders of SDS for a minority interest in a European company valued at
$33,895 as well as an agreement to reduce the contract price of the software
being developed for the Company by SDS. The value of the contract reduction to
the minority shareholders of SDS was determined to be $246,105. In addition, the
Company issued 888,889 shares of its common stock and 400,000 warrants to
purchase common stock at $2.50 per share to its president and other related
individuals for services valued at $280,000.

In August 2001, 1,888,888 shares of common stock were issued in payment of
$600,000 in notes payable and interest payable of $13,611.

In connection with the acquisition of Sutton, Ikon borrowed $100,000 and loaned
such amount to Sutton, and on the date of the acquisition, the $100,000 was
converted to 25,000 shares of Ikon common stock. In addition, Ikon sold 100,000
shares of common stock for proceeds of $400,000. Also in connection with the
acquisition, the Company issued 4,500,000 shares as service fees valued at
$3,600,000, $400,000 of which was for a prepaid contract.

In addition, 22,222 shares of common stock were returned to the Company in
connection with the sale of an investment.

On October 1, 2001, the Company purchased the remaining 49% of the outstanding
common stock of SDS through the issuance of 250,000 shares of common stock at
$1.50 per share, or $375,000.

During the period from October 1, 2001 through December 31, 2001, the Company
issued 120,000 shares of common stock as payment of interest of $248,200 on
notes payable, and 62,500 shares of common stock for conversion of notes payable
in the amount of $250,000 to equity.

In November 2001, the Company issued 100,000 shares of common stock in
connection with a prepaid service agreement valued at $275,000; 50,000 shares of
the stock issued are to be held in escrow and released after the sixth month of
the agreement, unless the Company terminates the agreement. Also, in November
2001, 400,000 shares of common stock were returned to the Company in connection
with the termination of a prepaid service contract that was entered into in
connection with the reverse acquisition.

In December 2001, the Company issued 2,000,000 shares of common stock, along
with preferred stock, for a note receivable in the amount of $1,000,000. In
February 2002, the Company issued an additional 600,000 shares of common stock,
along with preferred stock, for a note receivable in the amount of $300,000 (see
below).

Note Receivable
---------------

In December 2001, the Company sold 2,000,000 shares Series A preferred stock of
Sutton Online, Inc. and 2,000,000 shares of common stock of the Company to a
shareholder for a note receivable in the amount of $1,000,000. The note requires
payment of principal as follows: $50,000 due 1/8/02, $400,000 due 1/15/02,
$212,500 due 2/15/02, $212,500 due 3/15/02 and $125,000 due 4/15/02. The note
does not bear interest unless the principal payments are not made on each due
date; the amount past due then bears interest at 15%. During the year ended
March 31, 2002, the Company received total payments of $875,000 on the
$1,000,000 note receivable. In February 2002, the Company sold 600,000 shares of
Series A preferred stock of Sutton Online, Inc. and 600,000 shares of common
stock of the Company to the same shareholder for a note receivable in the amount
of $300,000. The note requires payments of $87,500 due 4/15/02 and $212,500 due
5/15/02 of which $206,500 was paid. The note does not bear interest unless the
principal payments are not made on each due date; the amount past due then bears
interest at 15%. The Company has not accrued interest on either of these notes.

                                      F-14
<PAGE>
<TABLE>
<CAPTION>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 3-  SHAREHOLDERS' EQUITY (continued)

Stock Warrants
--------------

In August and December 2001, the Company issued 284,722 warrants, along with
common stock, in connection with the conversion of notes payable.

No warrants were exercised during the year ended March 31, 2002. At March 31,
2002, warrants to purchase common stock were outstanding as follows:

                                      Number Outstanding
                                      And Exercisable at
             Expiration Date            March 31, 2002        Exercise Price
             ---------------            --------------        --------------

              May 3, 2004                  7,340,277           $    2.50


Accumulated Other Comprehensive Income
--------------------------------------

The cumulative balances included in other comprehensive income are as follows:


                                Foreign Currency                        Accumulated Other
                                   Translation      Unrealized Gains      Comprehensive
                                   Adjustment        On Securities           Income
                                  ------------        ------------        ------------
<S>                                <C>                  <C>                <C>
    Balances, March 31, 2000       $         -          $        -         $         -

      Change during the year            17,960            (160,449)           (142,489)
                                  ------------        ------------        ------------

    Balances, March 31, 2001            17,960            (160,449)           (142,489)

      Change during the year            31,362             160,449             191,811
                                  ------------        ------------        ------------

    Balances, March 31, 2002      $     49,322          $        -        $     49,322
                                  ============        ============        ============
</TABLE>

                                      F-15
<PAGE>
<TABLE>
<CAPTION>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 4-  NOTES PAYABLE

At March 31, 2002 and 2001, notes payable consists of the following:
                                                                      March 31, 2002      March 31, 2001
                                                                     ---------------     ---------------
<S>                                                                  <C>                 <C>
Promissory notes, interest rate of 10% per annum plus
 10,000 shares of GCAP per month, due April 30, 2001,
 subsequently renewed to July 16, 2001                               $             -     $       175,000

Convertible promissory notes, interest rate of 10% per
 annum plus 55,000 shares of GCAP, due July 31, 2001,
 convertible into 200,000 shares and warrants to purchase
 100,000 shares of common stock at $2.50 per share                                 -             300,000

Convertible promissory note, interest rate of 10% per
 annum, due July 31, 2001, convertible into 777,777 shares
 and warrants to purchase 389,889 shares of common
 stock at $2.50 per share (if holder does not convert this
 note, holder will receive warrants to purchase 50,000 shares
 at $2.50 per share). This note was subsequently converted as
 discussed above                                                                   -             525,000
                                                                     ---------------     ---------------

                                                                     $             -     $     1,000,000
                                                                     ===============     ===============
</TABLE>

In July 2001, the Company delivered 310,000 shares of common stock of Global
Capital Partners, Inc. ("GCAP"), its former parent, to a note holder in payment
of $175,000 in notes payable.

In addition, the Company issued 62,500 warrants in connection with the
conversion of other notes payable.

NOTE 5-  INCOME TAXES

At March 31, 2002, the Company had an unused U.S. federal net operating loss
carryforward of approximately $6,789,800 for income tax purposes, of which
approximately $5,289,900 expires in 2021 and $1,499,900 expires in 2021.
However, the ability to utilize such losses to offset future taxable income is
subject to various limitations imposed by the rules and regulations of the
Internal Revenue Service. In addition, the Company had an unused foreign net
operating loss carryforward of approximately $123,900, which expires in 2008.
These net operating loss carryforwards may result in future income tax benefits
of approximately $2,316,600; however, because realization is uncertain at this
time, a valuation reserve in the same amount has been established. The valuation
allowance for deferred tax assets was increased by $1,806,600 and $510,000
during 2002 and 2001, respectively. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes.

In addition, at March 31, 2002, the Company also had U.S. net capital loss
carryforwards of approximately $309,400, which expire through 2006. The deferred
tax asset of approximately $105,000 that results from the capital loss
carryforwards has been fully reserved for in the accompanying consolidated
financial statements. During the years ended March 31, 2002 and 2001, the
valuation allowance established against the capital loss carryforwards increased
by $98,100 and $6,900, respectively.

Significant components of the Company's deferred tax liabilities and assets as
of March 31, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>
                                                                           2002                2001
                                                                     ---------------     ---------------
<S>                                                                  <C>                 <C>
         Deferred tax liabilities                                    $             -     $             -
                                                                     ===============     ===============
         Deferred tax assets:
           U.S. net operating loss carryforwards                     $     2,308,000     $       510,000
           Foreign net operating loss carryforward                             8,600                   -
           Capital loss carryforward                                         105,000               6,900
                                                                     ---------------     ---------------
           Total deferred tax assets                                       2,421,600             516,900
           Valuation allowance for deferred tax assets                    (2,421,600)           (516,900)
                                                                     ---------------     ---------------
                                                                     $             -     $             -
                                                                     ===============     ===============
</TABLE>

                                      F-16
<PAGE>
<TABLE>
<CAPTION>

                 SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 6-  BUSINESS SEGMENTS

The Company operates in only one business segment, online trading. The following
table presents information by geographic area as of and for the years ended
March 31, 2002 and 2001:

                                 Revenue               Long-Lived Assets, Net             Goodwill, Net
                        -------------------------     -------------------------     -------------------------
                           2002           2001           2002           2001           2002           2001
                        ----------     ----------     ----------     ----------     ----------     ----------
<S>                     <C>            <C>            <C>            <C>            <C>            <C>
United States           $1,721,098     $2,568,043     $  496,813     $  498,341     $  389,905     $   14,973
Czech Republic              29,833         30,064        836,628        935,833              -              -
                        ----------     ----------     ----------     ----------     ----------     ----------

      Totals            $1,750,931     $2,598,107     $1,333,441     $1,434,174     $  389,905     $   14,973
                        ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>
<TABLE>
<CAPTION>

NOTE 7-  COMMITMENTS AND CONTINGENCIES

The Company leases office space, equipment, housing and vehicles from unrelated
parties under operating and capital leases expiring through 2011. Future minimum
lease payments under the non-cancelable leases as of March 31, 2002 are
approximately as follows:

              Year Ended                                                                       Principal Due On
              March 31,                                     Operating          Capital          Capital Leases
              ----------                                    ----------       -----------        -------------
<S>                                                         <C>              <C>                <C>
                2003                                        $  154,944       $   107,898        $      91,043
                2004                                           124,877            77,113               66,099
                2005                                           113,612            13,746               10,026
                2006                                           116,725                 -                    -
                2007                                           119,932                 -                    -
                Thereafter                                     570,133                 -                    -
                                                            ----------       -----------        -------------

                Less amount representing interest           $1,200,223           198,757        $     167,168
                                                            ==========                          =============
                                                                                 (31,589)
                                                                             -----------

                Present value of minimum lease payments                      $   167,168
                                                                             ===========
</TABLE>

Total rental expense for the years ended March 31, 2002 and 2001 was $119,265
and $112,975, respectively.

The amount of assets under the capital leases above was $420,647 and $214,095 at
March 31, 2002 and 2001, respectively. The related accumulated depreciation was
$129,089 and $28,785 at March 31, 2002 and 2001, respectively.

On January 1, 2002, the Company entered into a five year consulting agreement
with a shareholder whereby the Company will pay the consultant annual
compensation in the amount of 20% of the net income before taxes of the Company.

Included in capital leases above are vehicles leased for certain officers and
directors of the Company. The principal amount due on these vehicles included in
the above total is $111,109. In addition, the Company paid approximately $18,000
in auto expenses on behalf of its President and CEO.

NOTE 8-  SUBSEQUENT EVENTS

On April 15, 2002, the Company granted 150,000 stock options to various
employees. The options vest 50% the first year and 100% the second year, and are
not exercisable until two years after the date of the grant. The options have a
five-year term from the date of the grant, and therefore have a three-year
exercise period. The options are exercisable at $2.50.

On May 7, 2002, the Board of Directors authorized a private placement pursuant
to Regulation S for the sale of 250,000 common shares of the Company, to be
conducted in Germany.

                                      F-17
<PAGE>

                SUTTON TRADING SOLUTIONS, INC. AND SUBSIDIARIES
                         (formerly Ikon Ventures, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Continued)

NOTE 9-  EVENT SUBSEQUENT TO DATE OF AUDITORS' REPORT

On July 2, 2002, SDS, the Company's wholly-owned subsidiary in the Czech
Republic, filed for bankruptcy protection because it was unable to meet its
obligations and the Company was unable to provide the necessary funding. In
addition, Sutton, the Company's principal subsidiary, substantially terminated
its work force in an effort to conserve cash. As a result, a portion of the
Company's assets are subject to the bankruptcy. Subsequently, the Company
discontinued all operations and began depleting its cash reserves and
liquidating its assets which will leave the Company with liabilities, but no
assets. The Company is now exploring strategic alternatives, including a sale or
merger.

                                      F-18