SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB
(Mark One)

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


                        Commission File Number: 000-29331

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

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



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

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

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

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


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

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

Yes           No   X
   -------      -------

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

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

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days:  $570,684 as of July 19,
2000.

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of July 19, 2000:  15,105,000  shares of common stock, par
value $.001 per share.


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                                     PART I

Item 1.  Description of Business

Forward-looking Statements

         This  Annual  Report  includes  forward-looking  statements  within the
meaning of Section 21E of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act"). These statements are based on management's  beliefs and assumptions,  and
on information  currently  available to management.  Forward-looking  statements
include  statements  in which words such as  "expect,"  "anticipate,"  "intend,"
"plan," "believe," estimate," "consider," or similar expressions are used.

         Forward-looking  statements are not  guarantees of future  performance.
They involve risks, uncertainties and assumptions.  The Company's future results
and  stockholder  values may differ  materially  from those  expressed  in these
forward-looking  statements.  Many of the  factors  that  will  determine  these
results and values are beyond the Company's  ability to control or predict.  For
these  statements,  the  Company  claims the  protection  of the safe harbor for
forward-looking statements contained in Section 21E of the Exchange Act.

History

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

         NIC was  incorporated  under the laws of the State of Texas on December
28, 1988,  and issued  25,000,000  shares of common stock,  par value $.0001 per
share  (the  "NIC  Common  Stock"),  in  consideration  of  the  performance  of
organizational services in the amount of $2,500.00. Following incorporation, NIC
remained  inactive until March 1996 when the then management  adopted a business
plan providing for the reincorporation of the company in the State of Nevada and
the  establishment  and operation of a scheduled charter cargo airline under the
name "Air  Epicurean" to transport fresh fish and other sensitive food items. On
June 24, 1996, NIC completed a limited private offering of 550,000 shares of NIC
Common Stock at $0.05 per share, pursuant to Rule 504 ("Rule 504") of Regulation
D, as promulgated by the Securities and Exchange Commission (the "SEC") pursuant
to Section 3 of the Securities Act of 1933, as amended (the "Act").  On July 19,
1996, NIC caused the incorporation of Air Epicurean, Inc. ("Air Epicurean"),  as
a  wholly  owned   Nevada   corporation   for  the  purpose  of  effecting   the
reincorporation of NIC as a Nevada corporation. In December 1996, the management
of NIC  concluded  that the  previously  adopted  business plan to establish air
carrier  operations  was not  commercially  viable and  initiated a search for a
suitable merger candidate.

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

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share (the "Common  Stock"),  and the  officers and  directors of NIC became the
officers and directors of Air Epicurean.  All references  below to the "Company"
include Air Epicurean and NIC.

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

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

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

         On  June  12,1997,  the  Company  completed  all  of  the  transactions
contemplated  under the Acquisition  Agreements.  In connection  therewith,  Ian
Rice,  Professor  Vucelic,  Brian Copsey  Stephen Gross and Kurt  Schlapfer were
elected  directors of the Company;  Mr. Rice was elected as Chairman;  Professor
Vucelic was appointed as President;  Mr. Copsey was appointed as Chief Financial
Officer,  Kurt  Schlapfer  was  appointed  as  Secretary,  and all of the  other
officers and directors of the Company resigned. Professor Vucelic resigned as an

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<PAGE>

officer and director of the Company in May 1998,  and Mr. Copsey  resigned as an
officer and director of the Company in June 1999.

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

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

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

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

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

         Since the sale of the Company's  interest in Zeolite Mira,  the Company
has not had any operating  business.  The Company does not own or lease any real
estate  except for its  executive  office  suite  facility,  has no employees or
consultants  other than its Chairman,  Ian Rice,  and will have no operations of
its own unless and until it engages in one or more of the  activities  described


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<PAGE>

below under this Item 1. The Company is a "blank check"  company that intends to
enter into a business combination with one or more as yet unidentified privately
held businesses.

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

         The  Company's'  shares of Common  Stock  have been  trading on the OTC
Bulletin  Board under the symbol "IKON" since May 1997. The closing bid price of
the Common Stock on the OTC Bulletin Board was $0.04 on July 19, 2000.

Proposed Business

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

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

         It  is  anticipated  that  business  opportunities  will  come  to  the
Company's  attention from various sources,  including its management,  its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans, understandings,  agreements, or commitments with any individual or entity
to act as a finder of or as a  business  consultant  in  regard to any  business
opportunities for the Company. There are no plans to use advertisements, notices
or any general solicitation in the search for combination candidates.

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


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<PAGE>


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

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

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

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

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<PAGE>


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

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

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

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

         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

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<PAGE>


                  trading of such securities to be exempt from the  requirements
                  of the federal "penny stock" rules adopted by the Commission.

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

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

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

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

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

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

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

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


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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  candidate  available,
since most private  companies are not already  audited.  Some private  companies
will  either not be able to obtain an audit or will find the audit  process  too
expensive.  In addition,  some private companies on closer  examination may find
the entire  process of being a reporting  company after a  combination  with the
Company  too  burdensome  and  expensive  in  light of the  perceived  potential
benefits from a combination.

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

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


                                       8
<PAGE>


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

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

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

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


                                       9
<PAGE>

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 report
also will be required to include all information as 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.

         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


                                       10
<PAGE>

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.  Section  18,  however,  of the Act  preempts  state law as to  covered
securities  of 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


                                       11
<PAGE>

Company's assets (excluding government securities and cash and cash equivalents)
may  consist  of  "investment  securities,"  which is  defined  to  include  all
securities   other  than  U.S.   government   securities   and   securities   of
majority-owned  subsidiaries.  Because  the  Company  will not own  less  than a
majority  of any assets or business  acquired,  it will not be  regulated  as an
investment  company.  The Company will not pursue any combination unless it will
result  in the  Company  owning at least a  majority  interest  in the  business
acquired.

Competition

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

Employees

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

Item 2.  Description of Property

         The  Company  does not own or lease  any real  property  except  for an
executive office suite leased from Sal Pension Fund on a month to month basis at
a monthly base rent of approximately $1,500.

Item 3.  Legal Proceedings

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

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

         None.


                                       12
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         Market Information

         The Company's  Common Stock trades on the OTC Bulletin  Board under the
symbol "IKON. The following table sets forth the high and low closing bid prices
for the Common Stock for the periods indicated.

                                                       HIGH              LOW
Year Ended December 31, 1998
 First Quarter...........................              $7.25            $5.375
 Second Quarter........................                 5.75             3.00
 Third Quarter..........................                3.00             1.125
 Fourth Quarter.........................                1.50              .40625
Year Ended December 31, 1999
 First Quarter...........................              $ .625            $.15625
 Second Quarter........................                  .25              .0625
 Third Quarter..........................                 .20              .065
 Fourth Quarter........................                  .10              .03
Year Ended December 31, 2000
 First Quarter...........................              $ .10             $.01
 Second Quarter........................                  .06              .01

         On July 19, 2000 the  closing bid price of the Common  Stock on the OTC
Bulletin board was $.04.

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

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


                                       13
<PAGE>


         Holders of Record

         As of June 16, 2000,  there were  approximately 86 holders of record of
the Company's  Common Stock.  The Company believes that the number of beneficial
owners is much higher.

         Dividends

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

         Recent Sale of Unregistered Securities

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

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

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

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

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


                                       14
<PAGE>


Results Of Operations

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

Liquidity And Capital Resources

         As of December 31, 1999, the Company's  principal  sources of liquidity
consisted of cash of $13,000.  As of May 31, 2000 the Company had  approximately
$3,700 in cash and no material  liabilities  except for legal fees and  expenses
incurred  and to be  incurred in  connection  with its filing  obligations  as a
publicly  traded  company.  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   and  monthly   rental   payments  of
approximately  $1,500 for its executive  office suite. In addition,  the Company
was obligated to pay a monthly  consulting  fee of $12,250 to Sigma Limited S.A.
for the services of the Company's Chairman.  This agreement expired by its terms
on June 30, 2000.  Effective January 2000, Sigma has agreed that the Company may
defer payment of such fee until the  completion of a combination  transaction by
the Company.

         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 they own pockets,  and there is no assurance that they
will advance such costs.

         Other routine  expenses,  such as making required  filings with the SEC
and office rent and related  expenses will  inevitably be incurred.  In order to
pay these,  the company will be forced to utilize the available  funds,  and, if
insufficient,   will  be  forced  to  borrow  money  or  prevail  upon  existing
shareholders to provide additional capital, whether as a loan or investment,  to
the Company.  It is by no means certain that existing  shareholders will want or
be financially  able to do so. There are no plans to sell additional  securities
of the Company to raise capital.  The company's failure for any reason to timely
file reports  required  under the  Securities  Exchange Act of 1934, as amended,
could  subject  it to  fines  and  penalties  and  make it less  desirable  to a
potential combination candidate.  None of these sources of funds is assured and,
if no funds can be raised,  the Company may be effectively  unable to pursue its
business plan.

         The Company's  shareholders and management members who advance money to
the Company to cover  operating  expenses  will expect to be  reimbursed  by the

                                       15

<PAGE>

company  acquired,   prior  to  or  simultaneously  with  the  completion  of  a
combination. The Company has no intention of borrowing money to pay any officer,
director or shareholder of the Company or their affiliates.


                                       16
<PAGE>



Item 7.  Financial Statements

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

Report of the auditors to the members of IKON Ventures, Inc.                 F-1

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

Consolidated balance sheet                                                   F-3

Consolidated statement of operations                                         F-4

Consolidated statement of stockholders' equity                               F-5

Consolidated statement of cash flows                                         F-6

Notes to the consolidated financial statements                               F-7






<PAGE>


                               IKON VENTURES, INC.

                          INDEPENDENT AUDITORS' REPORT

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

The board of directors and stockholders

We have audited the  accompanying  consolidated  balance sheet of IKON Ventures,
Inc. as of December 31, 1999 and the related statement of income,  stockholders'
equity and cash flows for the year then ended.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these  financial  statements  based on our  audit.  The  financial
statements for the year ended December 31, 1998 were audited by another auditor,
KPMG,  whose  audit  report was dated 15 July 1999.  This  report was a standard
report with a paragraph  similar to the final  paragraph of this report on going
concern.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of IKON  Ventures,  Inc. as of
December 31, 1999 and the results of its  operations and cash flows for the year
then ended in conformity with U.S. generally accepted accounting principles.

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

                                                                     HLB Kidsons

                                                             Registered Auditors

                                                           Chartered Accountants

London

17 May 2000



                                      F-1
<PAGE>



kpmg
                  PO Box 695
                  8 Salisbury Square
                  London EC4Y 8BB
                  United Kingdom



Report of the auditors to the members of Ikon Ventures, Inc.


The Board of Directors and Stockholders

We have audited the accompanying  consolidated  balance sheets of Ikon Ventures,
Inc.  and  subsidiaries  as of  December  31,  1998 and  1997,  and the  related
consolidated statements of income,  stockholders' equity, and cash flows for the
two  years  then  ended.  These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 IKON Ventures,  Inc.
and  subsidiaries  as of December  31,  1998 and 1997,  and the results of their
operations and their cash flows for the two years then ended in conformity  with
U.S. generally accepted accounting principles.

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


KPMG
Chartered Accountants                                   15 July, 1999
Registered Auditors





                                      F-2
<PAGE>


<TABLE>

<CAPTION>

                               IKON VENTURES, INC.

                           CONSOLIDATED BALANCE SHEET

                              at December 31, 1999

<S>                                                        <C>          <C>                  <C>                 <C>
                                                            Notes            1999                 1998                1997
                                                                             $000                 $000                $000
Assets

Current assets

Cash and cash equivalents                                                       13                  166               2,576
Trade accounts receivable, net                                                   -                  744                 288
Prepaid and other current assets                                                56                   95                   -
                                                                         ---------            ---------           ---------

Total current assets                                                            69                1,005               2,864

Property, plant and equipment, net                                               2                   52                 715
Net assets of discontinued operations                         4                  -                  600              11,065
                                                                         ---------            ---------           ---------

                                                                                71                1,657              14,644
                                                                         =========            =========           =========

Liabilities and stockholders' equity

Current liabilities

Bank overdraft                                                                   -                    -                  26
Trade accounts payable                                                          18                  294                 898
Accrued expenses and other                                                      38                   92                   1
                                                                         ---------            ---------           ---------


Total current liabilities
                                                                                56                  386                 925
Other liabilities                                                                -                   80                  80
                                                                         ---------            ---------           ---------
Total liabilities                                                               56                  466               1,005
                                                                         ---------            ---------           ---------

Stockholders' equity

Common  stock,  $0.001  per  value.  Authorised
100,00,000  shares;  issued and outstanding
14,835,000 shares in 1998, 14,655,000 shares
in 1999 and 16,130,000 in 1997                                                  15                   15                  16
Additional paid-in capital                                                  11,675               11,720              18,017
Accumulated deficit                                                        (11,675)             (10,544)             (4,394)
                                                                         ---------            ---------           ----------

Total stockholders' equity                                                      15                1,191              13,639
                                                                         ---------            ---------           ---------

Total liabilities and stockholders' equity                                      71                1,657              14,644
                                                                         =========            =========           =========

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

</TABLE>


                                      F-3
<PAGE>


<TABLE>

<CAPTION>

                               IKON VENTURES, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                      for the year ended December 31, 1999

<S>                                                        <C>          <C>                     <C>              <C>
                                                            Notes              1999                1998               1997
                                                                               $000                $000               $000

Net sales - continuing operations                                                 -                       -                -
Cost of goods sold - continuing operations                                        -                       -                -
                                                                         ----------              ----------       ----------

Gross profit - continuing operations                                              -                       -                -

Selling, general and administrative expenses                                   (691)                 (1,767)          (1,748)
                                                                         ----------              ----------       -----------

Operating loss - continuing operations                                         (691)                 (1,767)          (1,748)

Other income, net                                                                 -                      47              (12)
                                                                         ----------              ----------       -----------

Loss from continuing operations before provision for
income taxes                                                                   (691)                 (1,720)          (1,760)

Provision for income tax                                      6                   -                       -              (80)
                                                                         ----------              ----------       -----------

Loss from continuing operations                                                (691)                 (1,720)          (1,840)

Net loss from discontinued operations                         4                   -                  (3,939)            (257)
Loss on disposal of discontinued operations                   4                (440)                   (491)          (2,272)
                                                                         ----------              ----------           -------

Net loss                                                      2              (1,131)                 (6,150)          (4,369)
                                                                         ==========              ==========       ===========

Loss per common share (basic)    - all operations                            ($0.08)                 ($0.41)          ($0.27)
                                                                         ==========              ==========       ===========
                                 - continuing operations                     ($0.05)                 ($0.11)
                                                                         ==========              ==========
                                 - discontinued
                                      operations                             ($0.03)                 ($0.30)
                                                                         ==========              ==========


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

</TABLE>



                                      F-4
<PAGE>


<TABLE>

<CAPTION>

                               IKON VENTURES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      for the year ended December 31, 1999

<S>                                     <C>                <C>          <C>             <C>              <C>

                                         Shares             Common       Additional      Accumulated          Total
                                                             stock        paid in          deficit        stockholders
                                                             $000         capital            $000            equity
                                                                            $000                              $000

Balances at December 31, 1997               16,130,000          16          18,017          (4,394)           13,639

Retirement of shares in connection
with Deacon sale                            (2,295,000)         (2)         (6,906)              -            (6,908)

Issuance of common stock for cash at
$0.80 per share                              1,000,000           1             800               -               801

Share issue expenses                                 -           -            (191)              -              (191)

Net loss                                             -           -               -          (6,150)           (6,150)
                                          ------------     -------      ----------      ----------        ----------

Balances at December 31, 1998               14,835,000          15          11,720         (10,544)            1,191

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

Net loss                                             -           -               -          (1,131)           (1,131)
                                          ------------     -------      ----------      ----------        ----------

Balances at December 31, 1999               14,655,000          15          11,675         (11,675)               15
                                          ============     =======      ==========      ==========        ==========

</TABLE>



                                      F-5
<PAGE>



<TABLE>

<CAPTION>

                               IKON VENTURES, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                      for the year ended December 31, 1999

<S>                                                          <C>         <C>                 <C>                <C>

                                                              Note             1999               1998               1997
                                                                               $000               $000               $000

Net cash used by operating activities                           7              (925)             (3,020)            (4,693)
                                                                          ---------           ---------          ----------

Cash flows from investing activities                                                                  -                  -

Proceeds from disposal of discontinued operations                               740

Acquisition of subsidiaries                                                                                         (1,028)

Net cash acquired on acquisition of subsidiaries                                                                       190

Proceeds from disposal of property, plant and equipment
                                                                                 32                   -                  -
                                                                          ---------           ---------          ---------

Net cash used in investing activities                                                                                 (838)

Net cash provided by investing activities                                       772                   -                  -
                                                                          ---------           ---------          ---------

Cash flows from financing activities                                              -                 610              8,105
                                                                          ---------           ---------          ---------

Proceeds from issuance of common stock

Net cash provided by financing activities                                         -                 610              8,105
                                                                          ---------           ---------          ---------

Net decrease in cash and cash equivalents                                      (153)             (2,410)             2,574
Cash and cash equivalents at beginning of year                                  166               2,576                  2
                                                                          ---------           ---------          ---------

Cash and cash equivalents at end of year                                         13                 166              2,576
                                                                          =========           =========          =========

Major non-cash transactions


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

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

</TABLE>



                                      F-6
<PAGE>




                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999

1        Summary of significant accounting policies and practices

         (a)      Description of business

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

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

         (b)      Principles of consolidation

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

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

         (c)      Cash equivalents

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

         (d)      Property, plant and equipment

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



                                      F-0
<PAGE>


                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)

1        Summary of significant accounting policies and practices (continued)

         (e)      Research and development

                  Research and development costs are expensed as incurred. There
                  were no  research  and  development  cost in the  years  ended
                  December 31, 1999 and 1998.

         (f)      Income taxes

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

         (g)      Commitment and contingencies

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

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




                                      F-1
<PAGE>



                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)

1        Summary of significant accounting policies and practices (continued)

         (g)      Commitment and contingencies (continued)

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

         (h)      Use of estimates

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

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

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


                                      F-2
<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)

1        Summary of significant accounting policies and practices  (continued)

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

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

         (j)      Foreign currency translation

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

2       Financial position and basis of accounting

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

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

        Management's  future plans for the company are to raise further  capital
        from both  existing  and new  shareholders  and to use the  proceeds  to
        acquire additional businesses. Discussions are currently underway with a
        number of possible acquirees.


                                      F-3
<PAGE>


                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)

2       Financial position and basis of accounting (continued)

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


3       Acquisition and dispositions

        1998

        On July 7, 1998,  the Company  sold the entire  share  capital of Deacon
        Holding N.V. ("Deacon  Holding") to the Holding Institute of General and
        Physical  Chemistry  and  Professor  Vucelic,  both of whom are  related
        parties to the  Company.  The Company  received  $6,908,000  through the
        return of 2,295,000  shares of the Company's  stock. The market value of
        these  shares on return was lower than the deemed  value on  acquisition
        which resulted in a loss on disposal of $2,272,000. To reflect this, the
        book value of Deacon  Holding at December  31, 1997 was written  down to
        the disposal price and a provision for the loss on disposal was recorded
        in the 1997 income statement.

        Also on July 7, 1998,  the Company  disposed  of its  interest in Bexley
        Ltd.  ("Bexley")  to Hemslade  Trading  Limited.  The  company  received
        consideration  of $1,083,000 and recorded a loss on disposal of $247,000
        in the 1998 income statement.

        1999

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



                                      F-4
<PAGE>


                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)


4       Discontinued operations

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


<TABLE>
<CAPTION>

<S>                                                                                       <C>              <C>
                                                                                              1999              1998

                                                                                              $000              $000

         Net sales                                                                                  -           20,368
                                                                                           ----------       ----------

         Gross profit                                                                               -              212
                                                                                           ----------       ----------

         Operating loss (note (i))                                                                  -           (4,133)
                                                                                           ----------       ----------

         Loss from discontinued operations                                                          -           (3,939)
                                                                                           ==========       ==========

         Loss on disposal of discontinued operations (note (ii))                                 (440)            (491)
                                                                                           ==========       ==========

        (i) Included in the  determination of operating loss in 1998 is a charge
            of $2,917,000 related to the permanent  impairment of goodwill.  The
            goodwill was related to the 1998 acquisition by the Company.

       (ii) Loss on disposal  of discontinued  operations in 1999 includes a tax
            credit of $80,000.

</TABLE>


                                      F-5
<PAGE>



                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)


4       Discontinued operations (continued)

<TABLE>
<CAPTION>
<S>                                                                                       <C>              <C>



                                                                                              1999              1998
                                                                                              $000              $000

         Net assets of discontinued operations                                                      -            7,818

         Current assets
         Property, plant and equipment                                                              -            5,095
         Other assets                                                                               -               64
         Current liabilities                                                                        -          (11,574)
         Other liabilities                                                                          -             (803)
                                                                                           ----------       ----------

         Net assets of discontinued operations                                                      -              600
                                                                                           ==========       ==========


</TABLE>

                                      F-6

<PAGE>

                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)

5       Fair value of financial instruments

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

6       Income taxes

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

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

        The  reconciliation  of net  loss  to net  cash  provided  by  operating
activities was as follows:


<TABLE>
<CAPTION>
<S>                                                                                        <C>              <C>

                                                                                             1999              1998
                                                                                              $000              $000

         Net loss                                                                              (1,131)          (6,150)
                                                                                                    -            3,939
         Adjustments  to  reconcile  loss  to net  cash  provided  by
         operating activities:

         Loss from discontinued operations
         Loss on disposal of discontinued operations                                              440              491
                                                                                                   18               37
         Changes in assets and liabilities net of effect from acquisitions and
         disposals:
         Depreciation and amortisation of property, plant and equipment
         Decrease (increase) in accounts receivable                                               604             (456)
         Decrease in accounts payable                                                            (266)            (604)
         (Decrease) increase in accrued expenses and liabilities                                  (54)              65
         Decrease (increase) in prepayments and other assets                                       39              (95)
                                                                                            ---------        ---------

         Cash used by continuing operations                                                      (350)          (2,773)
         Cash used by discontinued operations                                                    (575)            (247)
                                                                                            ---------        ---------

         Cash used by operating activities                                                       (925)          (3,020)
                                                                                            =========        =========

</TABLE>


                                      F-7
<PAGE>


                               IKON VENTURES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 1999
                                   (continued)


8        Stock option plan

        On June 20, 1998 the  directors of IKON  Ventures  Inc.  adopted a stock
         option plan (the  "Plan")  pursuant to which the Board of  Directors of
         IKON Ventures  Inc. may grant stock options to Officers,  Directors and
         key employees.  The Plan authorises grants of options to purchase up to
         3,500,000  shares of authorised but un-issued common stock. At December
         31, 1999 no options had been granted under the Plan.

9       Related party transactions

         (i)      The services stated below were provided to Zeolite Mira by the
                  Institute of General and Physical Chemistry,  which held a 10%
                  share in Zeolite Mira.

                                                          1999              1998
                                                          $000              $000

                  Technical assistance                        -              122
                                                     ==========       ==========

        (ii)   Sigma  S.A.,  a company for which Mr I W Rice, a director of IKON
               Ventures Inc. acts as a consultant  provided  consultancy fees to
               the company.  The  amounts  paid to Sigma  S.A. in 1999  and 1998
               were $148,864 and $161,808 respectively.

10      Business and credit concentrations

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



                                      F-8
<PAGE>


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

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

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

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

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

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



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

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

NAME                         AGE               POSITION
Ian Rice                     60                Chairman, Chief Executive Officer
                                                and Director
Stephen Gross                51                Treasurer and Director
Kurt Schlapfer               46                Secretary and Director

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


                                      17
<PAGE>


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

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

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

Prior Experience With Blank Check Companies

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

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


                                       18
<PAGE>


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

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

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

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

Potential Conflicts Of Interest

                  None of the  Company's  officers or  directors  are  presently
affiliated with any other company having a similar  business plan to that of the
Company.  If any officer or director should become so affiliated,  the interests
of such company may from time to time be  inconsistent in some respects with the
interests of the Company  because both may be competing  directly or  indirectly
for the acquisition of a combination  candidate.  There may be factors that make
the  Company  or such  other  company  more or less  attractive  to a  potential
combination candidate, such as age of the company, name,  capitalization,  state
of incorporation,  articles of incorporation or by-law provisions, etc. However,
any such  conflicts  would not be expected to be resolved  through  arm's-length
negotiation, but rather in the discretion of management.

                  Certain  conflicts  of  interest  may also arise  between  the
Company  and its  officers  and  directors  due to the fact  that each has other
employment and business interests to which he devotes his primary attention. The

                                       19

<PAGE>

Company  has not  established  policies  or  procedures  for the  resolution  of
conflicts of interest between the Company and its management.

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

Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the Exchange Act  requires  the  Company's  executive
officers and directors,  and persons who own more than ten percent of the Common
Stock of the Company to file reports of ownership and changes in ownership  with
the Securities and Exchange Commission.  Executive officers,  directors and more
than ten percent stockholders are required by regulations  promulgated under the
Exchange  Act to furnish the Company  with copies of all Section  16(a)  reports
filed.  Since the Company was not a reporting  company  under the  Exchange  Act
during the last fiscal year,  no such  reports  were  required to be filed until
after the end of the fiscal year ended December 31, 1999.

Item 10.  Executive Compensation

Cash And Other Compensation

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

<TABLE>
<CAPTION>

<S>                       <C>                <C>                    <C>               <C>

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

        Name and                                                                                Other Annual
   Principal Position            Year                Salary               Bonus                 Compensation
                                                       ($)                 ($)                      ($)
           (a)                    (b)                  (c)                 (d)                      (e)

-------------------------- ------------------ ---------------------- ----------------- -------------------------------
Ian Rice, CEO              1996               $0.00                  $0.00             $0.00
-------------------------- ------------------ ---------------------- ----------------- -------------------------------
                           1997               $64,000*               $0.00             $0.00
-------------------------- ------------------ ---------------------- ----------------- -------------------------------
                           1998               $147,000*              $0.00             $0.00
-------------------------- ------------------ ---------------------- ----------------- -------------------------------

</TABLE>

*Paid as a consulting fee to Sigma Limited S.A., a Swiss corporation  ("Sigma"),
for  the  services  of  its  consultant,  Ian  Rice,  pursuant  to a  Consulting
Agreement,  dated as of July 1, 1997 and as  amended on October  27,  1997.  The
agreement  expired on June 30,  2000 and  provided  for the payment of an annual
consulting  fee of  $147,000.  On January  10,  2000,  Sigma  agreed that if the
Company had  insufficient  funds to pay the required  consulting fee the Company
could  defer  payment  thereof  until  such  time  as the  Company  completed  a


                                       20
<PAGE>

combination  transaction.  All of the  capital  stock  of  Sigma  is  owned by a
discretionary  trust of which Mr. Rice is neither a trustee  nor a  beneficiary.
Among the  discretionary  beneficiaries  of the trust are members of Mr.  Rice's
family. Mr. Rice disclaims beneficial ownership of Sigma.

Compensation Pursuant To Plans

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

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

1999 Incentive Program

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

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

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

         The maximum term of  incentive  stock  options  under the Program is 10
years,  except that in certain cases,  as discussed  below,  the maximum term is
five years.  The exercise price of incentive stock options under the program may

                                       21

<PAGE>


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

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

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

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Beneficial Ownership

         The following table sets  forth information  as of July 20, 2000, based
on  information  obtained  from the persons  named  below,  with  respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own  beneficially  5% or more of the Common  Stock,  (ii) each  director  and
officer of the  Company and (iii) all  directors  and  officers as a group.  The
number  of  shares of Common  Stock  owned  are  those  "beneficially  owned" as
determined under the rules of the Securities and Exchange Commission,  including
any  shares of Common  Stock as to which a person  has sole or shared  voting or
investment  power and any shares of Common  Stock which the person has the right
to acquire within 60 days through the exercise of any option, warrant or right.




                                       22
<PAGE>


                                                    Number of            Percent
Name and Address of Beneficial Owner                Shares Owned         Owned

Ian Rice.....................................       837,900               5.55%
c/o Ikon Ventures, Inc.
163-169 Brompton Road
London SW 3 1PY
England

All Executive Officers and Directors
as a Group (3 persons)..........................    837,900               5.55%

Changes In Control

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

Item 12.  Certain Relationships and Related Transactions

         The Company has not entered into any  transactions  during the last two
fiscal years with any director,  executive officer, director nominee, 5% or more
shareholder,  nor has the Company entered into  transactions  with any member of
the  immediate  families of the foregoing  persons  (includes  spouse,  parents,
children,  siblings,  and in-laws) nor is any such transaction proposed,  except
that  during 1998 the  Holding  Societa Per La Generale  Fisica E Chimica Spa in
Proprieta Mista (Holding  Institute of General & Physical  Chemistry),  the then
owner of  approximately  10% of the Company's  issued and outstanding  shares of
Common Stock and controlled by Professor Dusan Vucelic, the then President and a
director of the Company,  provided certain technical assistance to the Company's
then 90% owned  subsidiary,  Zeolite Mira s.r.l.  for which the Company paid the
Institute $122,000.

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

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




                                       23
<PAGE>

                                     PART IV

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

         (a)      Exhibits

Exhibit Number      Description of Exhibit*
3.1(1)              Articles of Incorporation, as amended

3.1(2)              Certificate of Amendment to Articles of Incorporation
3.2                 Registrant's By-laws
4.1                 Specimen Common Stock Certificate
4.1                 Form of Warrant Issued to Purchasers of Units
10.1                Consulting  Agreement  dated  as  of  July 1,  1997  between
                    Registrant and Sigma Limited S.A.
10.2                Amendment to Consulting Agreement, dated October 10, 1997
                    between Registrant and Sigma Limited S.A
10.3                Letter from Sigma Limited S.A. amending Consulting Agreement
                    dated January 10, 2000
10.4                1999 Incentive Program
16                  Letter from KPMG**
27.1                Financial Data Schedule**
-------------------
    * Except as indicated otherwise,  all exhibits are incorporated by reference
      to Registrant's Registration Statement on Form 10-SB.
   ** Included herewith.

b)    Reports on Form 8-K

                  None.




                                       24
<PAGE>

                                   SIGNATURES

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


                                                IKON VENTURES, INC.


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


Dated: July ___, 2000


Name                                     Title                     Date



/s/                                      Director                  July 20, 2000
-----------------------------
Ian Rice



/s/                                      Director                  July 21, 2000
-----------------------------
Stephen Gross


/s/                                      Director                  July 20, 2000
-----------------------------            Chief Financial
Kurt Schlapfer                            and Accounting Officer

                                       25