<PAGE>

                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10 - QSB


                Quarterly Report Under Section 13 or 15(d) of The
                         Securities Exchange Act of 1934

For the Quarter Ended: March 31, 2001           Commission File Number: 33-28188


                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                     --------------------------------------
             (Exact name of Registrant as specified in its charter)

        Colorado                                               84-1116458
        --------                                               ----------
(State of Incorporation)                                    (I.R.S. Employer
                                                          Identification Number)

       Suite 450 - 650 West Georgia Street, Vancouver, B.C. Canada V6B 4N8
       -------------------------------------------------------------------
             (Address of Principal Executive Offices) (Postal Code)

       Registrant's Telephone Number, including area code: (604) 684-8662



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

                              Yes [X]    No [ ]


Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the end of the Period.

                         11,948,384 as at March 31, 2001


<PAGE>

PART 1 - FINANCIAL INFORMATION
------------------------------

ITEM 1.           FINANCIAL STATEMENTS (UNAUDITED)

         i)       Consolidated Balance Sheets as at March 31, 2001;
         ii)      Consolidated Statements of Operations for the three months
                  ended March 31, 200l and 2000;
         iii)     Consolidated Statements of Stockholders' Equity for the period
                  from February 28, 1989 to March 31, 2001;
         iv)      Consolidated Statements of Cash Flows for the three months
                  ended March 31, 2001;
         v)       Notes to the Consolidated Financial Statements (Unaudited) as
                  at March 31, 200l.

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION

Revenues  and Expenses

The Company generated no revenues from its operations in the first three months
of fiscal 2001. General and administrative expenses increased to $431,633
compared to $5,467 for the same period last year due primarily to the recording
of a non-cash consulting fee in the amount of $350,000 resulting from the
issuance of 100,000 shares of the Company at a deemed price of $3.50 per share
under a consulting agreement dated December 1, 2000. Overall operating expenses
for the period increased in all categories over the same period in fiscal 2000
as the Company continues to expand and implement its business plan to become an
internet service provider. The Company believes it will begin to earn revenues
in the next twelve months from its e-commerce operations as it transitions from
a development stage company to an active growth company.

The effect of inflation on the Company's operating results was not significant.
The Company's operations are located primarily in North America and there are no
seasonal aspects that would have a material effect on the Company's financial
condition or results.

Liquidity and Capital Resources

At the end of the period the Company had a working capital surplus of $38,079
and a cash balance of $1,705. Net cash used in operations for the three months
was $157,397 compared to nil for the same period in fiscal 2000. Net cash used
in operations was largely a result of operating losses($65,638) and funds
advanced, in the amount of $106,924 under the Plan of Reorganization Agreement,
to Strategic Profits Inc., an operating e-commerce service provider. (For more
details on the Plan of Reorganization please refer to Note 3 of the Consolidated
Financial Statements for the period ending March 31, 2001). Net cash used in the
acquisition of capital assets for the current period was $2,279 compared to nil
for the prior year period.

The Company met its cash requirements during the first three months of 2001
through the proceeds of a private placement of the Company's common shares. A
total of 533,332 shares were issued at a price of $0.30 per share for net cash
proceeds of $160,000. During the period outstanding liabilities of $164,178 were
settled by the issuance of 328,356 common shares at an agreed price of $0.50 per
share.


<PAGE>

The Company anticipates funding its working capital requirements and the
expansion of its operating subsidiary under the Plan of Reorganization through
the exercising of the 1,666,666 share purchase warrants attached to the private
placement and through additional private placements as required. A total of
28,800 warrants were exercised on April 2, 2001 for proceeds of $57,600 which
will be reflected in the second quarter results. The Company will need to raise
additional capital prior to its year-end to maintain a positive cash balance.
While the Company is actively engaged in seeking sources of capital investment
there are no assurances that the Company will be successful in completing a
financing.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1955.

The Company has sought to identify what it believes to be the most significant
risks to its business, but cannot predict whether or to what extent any of such
risks may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise.

From time to time, the Company will make written and oral forward-looking
statements about matters that involve risk and uncertainties that could cause
actual results to differ materially from projected results.

Many of these factors are beyond the Company's ability to control and predict.
Investors should carefully consider all such risk factors before making an
investment decision with respect to the Company's stock.

Investors are cautioned not to place undue reliance upon forward-looking
statements. The Company disclaims any intent or obligation to update its
forward-looking statements, whether as a result of receiving new information,
the occurrence of future events, or otherwise.


PART II -  OTHER INFORMATION
----------------------------

ITEM 1.  Legal Proceedings

         None

ITEM 2.  Changes in Securities

         c)       On December 3, 2000 the Registrant completed the sale of a
                  total of 1,133,334 common shares by Private Placement to two
                  offshore placees at a price of $0.30 per share for total
                  proceeds of $355,000 net to the Company. Attached to each of
                  the 1,133,334 common shares of the total private placement is
                  a share purchase warrant entitling the two placees each
                  holding 566,667 shares the right to purchase one common share
                  at $2.00 per share for each warrant held. These warrants
                  expire on December 1, 2001.

                  On February 14, 2001 the Registrant completed the further sale
                  of a total of 533,332 common shares by Private Placement to
                  two offshore placees at a price of $0.30 per share for total
                  proceeds of $160,000 net to the Company. The two placees were
                  the same as the placees for the December 29, 2000 private
                  placement and each placee subscribed for an additional 266,666
                  common shares. Also attached to these 533,332 common shares is
                  a share purchase warrant entitling the two placees the right
                  to purchase a total of 533,332 additional common shares at a
                  price of $2.00 per share. This share purchase warrant expires
                  on February 14, 2002.

<PAGE>

                  A Finders' Fee of 50,000 common shares of the Company was paid
                  to two individuals for their services in completing the
                  financing. These shares are restricted from resale pursuant to
                  Regulation S.

                  On March 30, 2001 a total of 28,800 of the share purchase
                  warrants were exercised at a price of $2.00 per share for
                  total proceeds to the Company of $57,600.

                  These shares were issued pursuant to the requirements of
                  Regulation S of the Security Act of l934 and are therefore
                  exempt from registration as they were sold to parties resident
                  outside of the United States.

ITEM 3.  Defaults Upon Senior Securities

         None

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

         The Company has given notice that it will be holding its annual general
         meeting of Shareholders on June 15, 2001 for which the agenda will
         include, in part, the approval of the Plan of Reorganization, the
         change of the Company's name to Strategic Internet Investments,
         Incorporated and the change of the company's jurisdiction of domicile
         to the State of Delaware from the State of Colorado. Details of the
         Annual General Meeting of Shareholders including the Notice and Proxy
         Statement have been filed with the Securities Exchange Commission and
         can be viewed on EDGAR under the Company's filings.

ITEM 5.  Other Information

         None

ITEM 6.  Exhibits and Reports on Form 8-K

         Reports on Form 8-K were made for the period for which this report is
         filed as follows:

         On March 7, 2001, the Registrant filed a Current Report on Form 8-K re:
         Appointment of Directors: Catherine Clarke-Luckhurst on March 1, 2001
         and Mario Aiello on February 28, 2001.

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                              OHIO & SOUTHWESTERN ENERGY COMPANY

Date:  March 15, 2001                       By: /s/ RALPH SHEARING
      ---------------                          ---------------------------------
                                               Ralph Shearing, President and CEO


                                            By: /s/ ABBAS SALIH
                                               ---------------------------------
                                               Abbas Salih, Director


<PAGE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY

                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2001

                             (Stated in US Dollars)
                                   (Unaudited)



<PAGE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 2001 and December 31, 2000
                             (Stated in US Dollars)
                                   (Unaudited)



                                     ASSETS
                                     ------
                                                      March 31,     December 31,
                                                        2001            2000
                                                     ------------   ------------
Current
   Cash                                              $     1,705    $     1,381
   Prepaid expenses                                      233,335              -
                                                     ------------   ------------
                                                         235,040          1,381

Capital assets                                             2,193              -
Advance to related party - Note 3                        431,924        325,000
                                                     ------------   ------------
                                                     $   669,157    $   326,381
                                                     ============   ============

                                   LIABILITIES
                                   -----------
Current
   Accounts payable                                  $   141,764    $   257,586
   Due to related party                                   55,197         72,479
                                                     ------------   ------------
                                                         196,961        330,065
                                                     ------------   ------------

                       STOCKHOLDERS' EQUITY (DEFICIENCY)
                       ---------------------------------
Common stock - Note 3                                  1,366,243        458,730
Contributed capital                                      104,149        104,149
Deficit accumulated during the development stage        (998,196)      (566,563)
                                                     ------------   ------------
                                                         472,196         (3,684)
                                                     ------------   ------------
                                                     $   669,157    $   326,381
                                                     ============   ============

                             SEE ACCOMPANYING NOTES

<PAGE>
<TABLE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  for the three months ended March 31, 2001 and
                2000 and February 28, 1989 (Date of Inception) to
                                 March 31, 2001
                             (Stated in US Dollars)
                                   (Unaudited)
<CAPTION>

                                                                             Cumulative
                                                                           from February
                                           Three months    Three months    28, 1989 (Date
                                              ended           ended        of Inception) to
                                             March 31,       March 31,        March 31,
                                               2001            2000             2001
                                           -------------   -------------   -------------
<S>                                        <C>             <C>             <C>
General and Administrative Expenses
   Accounting and audit fees               $      3,000    $          -    $     17,663
   Advertising                                    7,868               -           7,868
   Amortization                                      86               -             836
   Consulting fees                              368,235               -         550,275
   Filing fees                                    1,016             936           6,505
   Legal fees                                     6,588               -          68,724
   Investor relation fee                         10,000               -          10,000
   Management fees                               21,000               -          70,000
   Office and general expenses                    4,998           1,739          82,694
   Rent                                           1,598           1,415          16,012
   Telephone expense                              3,608              88          15,422
   Transfer agent fees                            1,298             611           8,690
   Travel and promotion                           2,338             678          11,148
   Non-cash compensation charge                       -               -          78,707
                                           -------------   -------------   -------------
Loss before the following:                     (431,633)         (5,467)       (944,544)
   Unauthorized distribution                          -               -         (69,116)
   Gain on settlement of debt                         -               -          15,464
                                           -------------   -------------   -------------
Net loss for the period                    $   (431,633)   $     (5,467)   $   (998,196)
                                           =============   =============   =============
Basic loss per share                       $      (0.04)   $          0
                                           =============   =============
Weighted average number of common shares
 outstanding                                 11,079,672       9,736,695
                                           =============   =============


                             SEE ACCOMPANYING NOTES
</TABLE>


<PAGE>
<TABLE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
   for the period from February 28, 1989 (Date of Inception) to March 31, 2001
                             (Stated in US Dollars)
                                   (Unaudited)
<CAPTION>

                                                                          Deficit
                                                                        Accumulated
                                           Common Stock                  During the
                                     ----------------------  Contributed Development
                                       Shares      Amount      Capital     Stage        Total
                                     ----------  ----------  ----------  ----------   ----------
<S>                                  <C>         <C>         <C>         <C>          <C>
Balance, February 28, 1989                   -   $       -   $       -   $       -    $       -
  Issuance of stock to insiders
   on March 7, 1989 - at $0.30
   per share                            33,347      10,000           -           -       10,000
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1989              33,347      10,000           -           -       10,000
  Issuance of stock during
   public offering for $3.00 per
   share, net of offering costs of
   $27,270                              33,348      72,730           -           -       72,730
  Net loss                                   -           -           -     (84,159)     (84,159)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1990              66,695      82,730           -     (84,159)      (1,429)
  Net loss                                   -           -           -      (3,416)      (3,416)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1991              66,695      82,730           -     (85,575)      (4,845)
  Net loss                                   -           -           -      (2,713)      (2,713)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1992              66,695      82,730           -     (90,288)      (7,558)
  Net loss                                   -           -           -      (1,614)      (1,614)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1993              66,695      82,730           -     (91,902)      (9,172)
  Net loss                                   -           -           -      (1,863)      (1,863)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1994              66,695      82,730           -     (93,765)     (11,035)
  Issuances of stock for
   services rendered - at $0.03
   per share                            50,000       1,500           -           -        1,500
  Contributed capital                        -           -      24,842           -       24,842
  Net loss                                   -           -           -     (16,735)     (16,735)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1995             116,695      84,230      24,842    (110,500)      (1,428)


                                                                                     .../Cont'd.
                             SEE ACCOMPANYING NOTES
<PAGE>

                THE OHIO & SOUTHWESTERN ENERGY COMPANY Continued
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
   for the period from February 28, 1989 (Date of Inception) to March 31, 2001
                             (Stated in US Dollars)
                              --------------------
                                                                          Deficit
                                                                        Accumulated
                                           Common Stock                  During the
                                     ----------------------  Contributed Development
                                       Shares      Amount      Capital     Stage        Total
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1995
 (Carried Forward)                     116,695      84,230      24,842    (110,500)      (1,428)
  Net loss                                   -           -           -      (9,068)      (9,068)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1996             116,895      84,230      24,842    (119,568)     (10,496)
  Issuance of stock for cash
   - at $0.011 per share             2,000,000      21,300           -           -       21,300
  Contributed capital                        -           -         600           -          600
  Net loss                                   -           -           -     (22,261)     (22,261)
                                     ---------   ----------  ----------  ----------   ----------
Balance, December 31, 1997           2,116,695     105,530      25,442    (141,829)     (10,857)
  Issuance of stock for
   services rendered
   - at $0.001 per share             7,000,000       7,000           -           -        7,000
   - at $0.01 per share                620,000       6,200           -           -        6,200
  Net loss                                   -           -           -     (52,308)     (52,308)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1998           9,736,695     118,730      25,442    (194,137)     (49,965)
  Net loss                                   -           -           -     (35,995)     (35,995)
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 1999           9,736,695     118,730      25,442    (230,132)     (85,960)
  Issuance of stock for cash
   pursuant to a private placement
   - at $0.30                        1,133,334     340,000           -           -      340,000
  Issue of stock for finders fee        50,000           -           -           -            -
  Net loss                                   -           -           -    (336,431)    (336,431)
  Non-cash compensation charge               -           -      78,707           -       78,707
                                     ----------  ----------  ----------  ----------   ----------
Balance, December 31, 2000          10,920,029     458,730     104,149    (566,563)      (3,684)
  Issuance of stock for cash
   pursuant to a private placement
   - at $0.30                          533,332     160,000           -           -      160,000
  Issuance of stock to settle debt
   - at $0.50                          328,356     164,178           -           -      164,178
  Issuance of stock pursuant to a
   consulting agreement - at $3.50     166,667     583,335           -           -      583,335
  Net loss for the period                    -           -           -    (431,633)    (431,633)
                                     ----------  ----------  ----------  ----------   ----------
Balance, March 31, 2001             11,948,384  $1,366,243   $ 104,149   $(998,196)    $472,196
                                    ==========  ===========  ==========  ==========    ==========

</TABLE>

                             SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  for the three months ended March 31, 2001 and
                2000 and February 28, 1989 (Date of Inception) to
                                 March 31, 2001
                             (Stated in US Dollars)
                                   (Unaudited)
<CAPTION>
                                                                                   Cumulative
                                                                                  from February
                                                                                    28, 1989
                                                        Three months Three months (Date of Incep-
                                                           ended        ended       tion) to
                                                          March 31,    March 31,    March 31,
                                                            2001         2000         2001
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash flows used in operating activities:
   Net loss                                              $(431,633)   $  (5,467)   $(998,196)
   Adjustments to reconcile net loss to net cash
    used in operations:
     Amortization                                               86            -          836
     Consulting fees                                             -            -        6,200
     Gain on settlement of debt                                  -            -      (15,464)
     Management fees                                             -            -        7,000
     Non-cash compensation charge                                -            -       78,707
     Issue of stock pursuant to a consulting agreement     350,000            -      350,000
   Changes in non-cash items:
     Advance to related party                             (106,924)           -     (431,924)
     Accounts payable                                       48,356          334      322,906
     Due to related party                                  (17,282)       5,133       55,197
                                                         ----------   ----------   ----------
Net cash used in operating activities                     (157,397)           -     (624,738)
                                                         ----------   ----------   ----------
Cash flow used in investing activities
   Organization costs                                            -            -         (750)
   Acquisition of capital assets                            (2,279)           -       (2,279)
                                                         ----------   ----------   ----------
Net cash used in investing activity                         (2,279)           -       (3,029)
                                                         ----------   ----------   ----------
Cash flows from financing activities:
   Proceeds from issuance of common stock                  160,000            -      631,300
   Payment of offering costs                                     -            -      (27,270)
   Contributed capital                                           -            -       25,442
                                                         ----------   ----------   ----------
Net cash provided by financing activities                  160,000            -      629,472
                                                         ----------   ----------   ----------
Net increase in cash                                           324            -        1,705

Cash, beginning of period                                    1,381            -            -
                                                         ----------   ----------   ----------
Cash, end of period                                      $   1,705    $       -    $   1,705
                                                         ==========   ==========   ==========
Non-cash Transactions - Note 5

</TABLE>

                             SEE ACCOMPANYING NOTES
<PAGE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                  NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001
                             (Stated in US Dollars)
                                   (Unaudited)

Note 1        Interim Reporting
              -----------------

              While the information presented in the accompanying interim three
              months financial statements is unaudited, it includes all
              adjustments which are, in the opinion of management, necessary to
              present fairly the financial position, results of operations and
              cash flows for the interim periods presented. All adjustments are
              of a normal recurring nature. It is suggested that these interim
              financial statements be read in conjunction with the company's
              December 31, 2000 annual financial statements..

Note 2        Principles of Consolidation
              ---------------------------

              These consolidated financial statements include the accounts of
              The Ohio & Southwestern Energy Company and its wholly owned
              subsidiaries Strategic Internet Investment Canada Inc. and 8351630
              Canada Inc. Both of these subsidiaries companies are dormant and
              were incorporated by the company in March 2001.

Note 3        Capital Stock
              -------------

             i)   Preferred Stock
                  a)  Authorized:
                      100,000,000, $0.01 par value

                  b)  Issued:
                      None issued

             ii)  Common stock
                  a)  Authorized:
                      100,000,000, no par value
<TABLE>
<CAPTION>
                  b)  Issued:                                                      #              $
                                                                             -------------   -------------
                      <S>                                                    <C>               <C>
                      Balance, December 31, 1999 and 1998                       9,736,695         118,730
                      Stock issued for cash pursuant to a private
                       placement -at $0.30                                      1,133,334         340,000
                      Stock issued for finders fee                                 50,000               -
                                                                             -------------   -------------
                      Balance, December 31, 2000                               10,920,029         458,730
                      Stock issued for cash pursuant to a private
                       placement -at $0.30                                        533,332         160,000
                      Stock issued to settle a debt - at $0.50                    328,356         164,178
                      Stock issued pursuant to a consulting
                       Agreement - at $3.50                                       166,667         583,335
                                                                             -------------   -------------
                                                                               11,948,384       1,366,243
                                                                             =============   =============
</TABLE>

<PAGE>
The Ohio & Southwestern Energy Company
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 - Page 5
(Stated in US Dollars)
----------------------


Note 3        Capital Stock - (cont'd)
              -------------

              Commitments

              Share Purchase Warrants

              At March 31, 2001, there were 1,666,666 share purchase warrants
              outstanding entitling the holders thereof the right to purchase
              one common share at $2.00 per share for each warrant held. These
              warrants expire on December 1, 2001, as to 1,133,334 warrants and
              on February 14, 2002, as to 533,332 warrants.

              Stock Options

              At March 31, 2001, there were a total of 805,000 share purchase
              options outstanding, as to an officer, directors and employees,
              365,000, and as to consultants, 440,000, entitling the holders
              thereof the right to purchase one common share for each option
              held at $0.50 per share. These options expire on October 23, 2005.

              Plan of Reorganization

              The company by a plan of reorganization dated July 31, 2000,
              amended August 30, and December 31, 2000, and March 31, 2001, may
              acquire 100% of Canarab Technology Limited ("CAT"), a Yukon
              Corporation, by issuing 5,280,907 common shares and paying $20,000
              to CAT. CAT is related to the company by virtue of common
              directors.

              CAT owns a 40% interest in Strategic Profits Inc. ("SPI") through
              the issuance of 2,475,000 common escrow shares of CAT and has an
              option to acquire an additional 35% of SPI for an additional
              2,400,000 common escrow shares of CAT. CAT has the right of first
              refusal to purchase the remaining 25% of SPI. This right will
              extend to 30 days from SPI receiving a bona fide offer to purchase
              the remaining 25% of SPI.

              SPI, through Communitystorefront.com, provides a market place for
              shopping and fundraising securely on-line for small to mid-sized
              business', not-or-profit and registered charitable organizations
              in Canada.

              Acquired shares of SPI will be placed in escrow and released in
              tranches pursuant to CAT advancing CDN$2,400,000 in tranches to
              SPI. Consequently, voting control of SPI will not pass to CAT
              until such time as CDN$2,400,000 has been advanced and until after
              December 19, 2003.


<PAGE>
The Ohio & Southwestern Energy Company
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 - Page 5
(Stated in US Dollars)
 --------------------


Note 3        Capital Stock - (cont'd)
              -------------

              Plan of Reorganization - (cont'd)

              CAT escrow shares will be released on a schedule that is based
              upon SPI reaching a percentage of certain revenues as follows:

                  i)       revenue of CDN$1,140,000 for the first year of
                           operations releases 1/3 of the CAT escrow shares;

                  ii)      revenue of CDN$6,700,000 for the second year of
                           operations releases 1/3 of the CAT escrow shares,
                           provided a) the minimum funding of CDN$2,400,000 is
                           provided to SPI in the first year of operations at a
                           rate of CDN $500,000 every three months for the first
                           year of operations and b) a minimum funding of
                           CDN$15,000,000 is provided to SPI by the third
                           quarter of the second year of operations. If funding
                           is achieved only as to a) above, then revenue of
                           CDN$1,700,000 for the second year of operations
                           releases 1/3 of CAT escrow shares.

                  iii)     Revenue of CDN$10,800,000 for the third year of
                           operations releases 1/3 of the CAT escrow shares,
                           provided the minimum funding as outlined in (ii)(a)
                           and (b) above is provided to SPI. If funding is
                           achieved only as to (ii)(a) above, then revenue of
                           CDN$1,700,000 for the third year of operations
                           releases 1/3 of CAT escrow shares.

              CAT escrow shares not released in the first and second years of
              operations due to insufficient revenue being achieved, may be
              carried into the next subsequent year.

              Any CAT escrow shares that have not been released at the end of
              the third year of operations may be released from escrow at the
              end of the fifth year of operations, provided that SPI generates
              combined revenue of CDN$20,000,000 in the fourth and fifth years
              of operations.

              Any shares not released by June 21, 2005 may be subject to
              repurchase at $0.001 per share.

              At March 31, 2001, the company has advanced $431,924 to CAT in
              respect to CAT's obligation to SPI. This advance is unsecured,
              non-interest bearing and has no specific terms for repayment.

              In order to facilitate a potential financing for SPI, CAT intends
              to offer the interest that it is purchasing in SPI to the company,
              such that SPI shareholders will receive an equivalent number of
              shares of the company that they would own in CAT. Any shares
              issued by the company will inherit the same escrow conditions. The
              agreement to acquire CAT must close on or before June 30, 2001 and
              is subject to shareholder approval.


<PAGE>

The Ohio & Southwestern Energy Company
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 - Page 5
(Stated in US Dollars)
 --------------------



Note 3        Capital Stock - (cont'd)
              -------------

              Plan of Reorganization

              Media Relations Consulting Agreement

              On December 1, 2000, the company entered into a 12 month
              consulting agreement with a company which will provide consulting
              services for media relations, financial public relations and
              publishing. The company has agreed to issue 200,000 common shares
              (issued January 2, 2001) and an additional 400,000 common shares
              (issued January 18, 2001). The additional 400,000 common shares
              are the subject of an escrow delivery schedule as follows:

              i)    100,000 common shares delivered on January 22, 2001;
              ii)   100,000 common shares to be delivered on April 18, 2001
                    (delivered March 15, 2001);
              iii)  100,000 common shares to be delivered on July 18, 2001; and
              iv)   100,000 common shares to be delivered on October 18, 2001.

              A consulting expense of $350,000 has been recorded for the three
              months ended March 31, 2001.

              Web Site Development and Corporate Awareness Services Agreement

              On March 19, 2001, the company entered into a 12 month consulting
              agreement with a company which will provide services consisting of
              custom database systems management, and corporate due diligence
              web sites for US$110,000. A cash payment of US$10,000 has been
              made, and the remaining balance of $100,000 will be paid through
              the issuance of 30,000 shares of the company's common stock,
              subject to SEC policies and guidelines. The schedule of delivery
              of the shares is as follows:

              i)    7,500 common shares to be delivered no later than April 19,
                    2001;
              ii)   7,500 common shares to be delivered no later than May 19,
                    2001;
              iii)  7,500 common shares to be delivered no later than August 19,
                    2001; and
              iv)   7,500 common shares to be delivered no later than November
                    19, 2001;

              In addition, if the company is satisfied with the consultants
              performance it will issue 7,500 common shares as a bonus on August
              19, 2001. If the consultants performance continues to be
              satisfactory the company will issue an additional 7,500 shares on
              or before March 19, 2002.


<PAGE>

The Ohio & Southwestern Energy Company
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 - Page 5
(Stated in US Dollars)
 --------------------



Note 4        Subsequent Event
              ----------------

              i)  By an agreement effectively dated April 23, 2001, the company
                  engaged a financial advisor for a 24 month period. Upon the
                  advisor arranging an initial funding for the company of
                  $400,000 before June 14, 2001, the company will issue to the
                  advisor common stock with a value of $300,000 and warrants to
                  purchase 500,000 common shares at $2.17. The warrants will
                  expire on August 21, 2001, but may be extended to a two year
                  period if the advisor arranges a first sales contract funding
                  for a minimum of $3,000,000. Should this funding be completed
                  then the company will pay the advisor $35,000 per month for
                  on-going services for the remaining term of the agreement. The
                  minimum $3,000,000 funding must be completed by August 31,
                  2001.

                  In addition, during the term of this agreement or within one
                  year thereafter if the advisor finds financing or an
                  acquisition for the company, the advisor will be entitled to a
                  fee equal to 10% of the gross proceeds raised or the value of
                  the acquisition up to $3,000,000, a fee equal to 7 1/2 % of
                  the gross proceeds raised or the value of the acquisition in
                  excess of $3,000,000.

                  ii)      Subsequent to March 31, 2001, the company received
                           $57,600 pursuant to the exercise of 28,800 warrants.
                  iii)     Subsequent to March 31, 2001, the company advanced
                           $32,000 to CAT in respect to CAT's obligation to
                           Strategic Profits Inc.

Note 5        Non-Cash Transactions
              ---------------------

              Investing and financing activities that do not have a direct
              impact on cash flows are excluded from the statement of cash
              flows. The company issued common shares for services provided to
              the company during the following years:

                              Number of             Price
                            Common Shares         Per Share          $
                            -------------         ---------       -------
             1995                 50,000             $0.03         1,500
             1998              7,000,000             $0.001        7,000
             1998                620,000             $0.01         6,200
                            -------------                        --------
                               7,670,000                          14,700
                            =============                        ========

              In addition, during the three months ended March 31, 2001, the
              company issued 100,000 common shares for consulting services in
              the amount of $350,000, 66,667 common shares for prepaid
              consulting services in the amount of $233,335 and 328,356 common
              shares for the settlement of accounts payables totalling $164,178.

              These amounts have been excluded from the statement of cash flows.