SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended:                    Commission file number: 000-29945
December 31, 2000

                               THE OXBOW FUND, LLC
                 (Name of small business issuer in its charter)

New Jersey                                                   22-09695
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                           Identification No.)


223 Wanaque Avenue, Pompton, New Jersey                         07442
(Address of Principal Executive Offices)                      (Zip Code)

        Issuer's telephone number, including area code: (973) 831-8020

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [x] No [_].

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

State issuer's revenues for its most recent fiscal year = None.

The  aggregate  price  for  Units  held  by  nonaffiliates  of  the  Issuer  was
approximately $1,391,400.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                     [None]

<PAGE>

                                TABLE OF CONTENTS


PART I

    Item 1.  Description of Business...........................................1
    Item 2.  Description of Properties.........................................7
    Item 3.  Legal Proceedings.................................................7
    Item 4.  Submission of Matters to a Vote of Security Holders...............7

PART II

    Item 5.  Market For the Registrant's Common Equity
              and Related Stockholder Matters..................................8
    Item 6.  Management's Discussion and Analysis..............................8
    Item 7.  Financial Statements............................................F-1
    Item 8.  Changes in and Disagreements With Accountants on
              Accounting and Financial Disclosure.............................11

PART III

    Item 9.  Directors and Executive Officers of the Registrant...............13
    Item 10. Executive Compensation...........................................15
    Item 11. Security Ownership of Certain Beneficial Owners and Management...16
    Item 12. Certain Relationships and Related Transactions...................16
    Item 13. Exhibits, List and Reports on Form 8-K...........................17

Exhibit Index.................................................................


                                       i
<PAGE>

                                     PART I

Item 1. Description of Business

     The Oxbow Fund, LLC (the "Fund") is a non-diversified,  closed-end business
development  company,  organized on September  15, 1999 as a New Jersey  limited
liability  company.  The Fund is primarily  in the business of venture  capital,
although  it may make other types of  investments.  Generally,  the  business of
venture  capital is providing  growth capital to emerging  growth  companies and
actively  helping to build those  companies.  In the past twenty years,  venture
capital  has become a  multibillion  dollar  industry  that is  recognized  as a
significant  source of the  country's  recent  economic  growth.  The  principal
reasons for this dramatic  growth have been (i) the venture  capital  industry's
investment  rate of return and (ii) the industry's  ability to demonstrate  that
the high risks of loss  inherent  in  investing  in  unproven  companies  can be
significantly  mitigated  through  investing  in  a  number  of  companies  in a
diversified  portfolio,  and  through  active  professional  management  of  the
investments in the individual companies.  Historical industry performance is not
an indication of future industry performance or of the Fund's performance.

     The Fund is offering  through C.J.M.  Planning Corp.  ("CJM  Planning"),  a
company  affiliated with C.J.M.  Asset  Management,  LLC, the Fund's  Investment
Manager,  and any other  brokers  selected  by CJM  Planning to  participate  in
soliciting prospective purchasers of the Units, $25,000,000 of limited liability
company  interests in the form of 250,000 Units at a price of $100 per Unit. The
minimum  investment  required  of  each  Investor  is  20  Units  ($2,000).  The
Investment  Manager has purchased  1,000 Units  ($100,000).  The offering period
commenced in June, 2000 and will terminate at the discretion of the Fund's Board
of Directors but in no event later than December 31, 2002. As of April 13, 2001,
the Fund accepted  subscriptions for 14,914 Units which provided net proceeds of
$1,394,002  (before deducting  professional fees incurred in connection with the
Fund's offering of  approximately  $424,000) to the Fund after payment of the 7%
sales charge in the amount of $97,398 to CJM  Planning.  The Fund has  suspended
sales of its Units because the registration of the Units has lapsed. The Fund is
preparing a  Post-Effective  Amendment (the  "Post-Effective  Amendment") to its
Registration  Statement (see below) in order to reinstate the  effectiveness  of
the Registration Statement.

     Although C.J.M. Asset Management, LLC (the "Investment Manager") intends to
utilize many of the risk  management  and  investment  strategies  common to the
industry,  there  can be no  assurance  that  the  Investment  Manager  will  be
successful in implementing such strategies.  If the Investment Manager is unable
to  diversify  the  Fund's  investments,  the  Fund  will be more  likely  to be
adversely affected by a single investment.


Investment Objective and Principal Strategies

Long-Term Capital Appreciation

     The Fund's investment objective is to seek long-term capital  appreciation.
Income is not an objective. There can be no assurance that the Fund will achieve
its investment objective.

<PAGE>

Types of Investments by the Fund

     To achieve its objective,  the Fund will invest the Fund's assets primarily
in equity  securities  of private U.S.  companies  seeking  capital for start-up
operations, business expansion, product development and/or strategic acquisition
opportunities.  The Fund may  invest in  companies  of any size,  but  generally
expects to invest in small to  medium-sized  companies  with annual  revenues or
projected annual revenues in the $2 million to $100 million range.  However, the
Fund may invest in  companies  with zero or negative  revenues,  or in companies
that have positive  revenues but negative  profits.  The Fund may also use up to
10%,  in each case,  of the Fund assets  (calculated  at the  conclusion  of the
Fund's offering,  once all of the $25,000,000 is raised) to invest in commercial
real  estate,  corporate  debt  securities  or the  equity,  debt or  assets  of
companies of any size which are reorganizing, seeking capital for debt or equity
restructuring or facing financial  difficulties,  including companies in default
on  current  obligations  or  with  insufficient  capital  to the  Fund  current
operations.  The Fund will invest at least 70% of the Fund's  assets in eligible
portfolio  companies.  The remaining 30% of the Fund's assets,  if not otherwise
invested,  will be temporarily invested in short-term  government  securities or
insured deposits and reserved for follow-up investments in portfolio companies.

     The Fund does not  expect to  concentrate  the  Fund's  investments  in any
particular industry or geographic region.  However, the Fund may concentrate the
Fund's  investments  in a particular  industry or geographic  region in order to
take advantage of favorable economic conditions or trends in such an industry or
area.  If the Fund elects to  concentrate  the Fund's  investments  in a certain
industry  or  geographic  region,  a downturn in such  industry or region  would
likely have an adverse affect on the Fund's  investments.  Additionally,  if the
Fund's investments are concentrated, the Fund will have less diversification and
it will be more  likely  that  the  Fund's  overall  investment  return  will be
adversely  affected  by  poor  economic  conditions  in  a  single  industry  or
geographic region.

     The Fund will not limit the amount of any particular investment made by the
Fund.  However,  the Fund does not intend to invest  more than 25% of the Fund's
total assets in the securities of any one company  (calculated at the conclusion
of the Fund's offering, once all of the $25,000,000 is raised).

     The Fund will not issue  senior  securities,  participate  in short  sales,
purchase  securities on margin or write put or call options.  Additionally,  the
Fund  will not  underwrite  securities  of other  issuers  or  purchase  or sell
commodities or commodity contracts.

Temporarily Invested Funds

     Before investment,  the Fund will invest all funds in short-term government
securities  or in insured  deposits  with term deposit  rates.  The Fund has not
fixed a  particular  date by which it will fully  invest the  proceeds  from the
Fund's offering, however, it anticipates that all such proceeds will be invested
within 24 months  of the date of the  Fund's  Post  Effective  Amendment  to the
Fund's N-2  Registration  Statement  filed on November  15, 1999  ("Registration


                                        2
<PAGE>

Statement").  Investment  capital will not be  segregated  or held separate from
other capital of the Fund pending investment.

Investment Concentration

     As a  non-diversified  investment  company,  the Fund faces few  regulatory
restrictions  on the  proportion  of its  total  assets  it  may  invest  in the
securities  of any one  company,  or on the  proportion  of its total  assets it
allocates to control interests in companies.  However,  the Fund does not intend
to invest more than 25% of its total assets in the securities of any one company
(calculated  at  the  conclusion  of  the  Fund's  offering,  once  all  of  the
$25,000,000 is raised).  Similarly, the Fund does not intend to invest more than
75% of its total assets in controlling interests of companies (calculated at the
conclusion of the Fund's offering, once all of the $25,000,000 is raised).

Use Of Leverage

     The Fund is permitted to use leverage  (i.e.,  borrowed funds) to raise all
or a portion of the funds  required to make  follow-on  investments  and to meet
operating  expenses.  Such borrowing  would normally occur in the later years of
the Fund operations  when the Fund's  portfolio may have value but no liquidity.
The Fund  may also  borrow  funds  during  the  offering  period  to allow it to
participate in investment  opportunities  in anticipation of additional  capital
contributions.  Generally, the Fund will not otherwise incur indebtedness except
as a temporary  measure for extraordinary or emergency  purposes.  The Fund will
not  borrow  in an  amount in  excess  of 50% of  Investors'  aggregate  capital
contributions. Leverage involves certain risks for Investors.

     The  terms of any such  borrowings  may  contain  provisions,  which  limit
certain  activities  of the  Fund,  including  the  making of  distributions  to
Investors.  The terms of such  borrowings  also may grant lenders certain voting
rights in the event of  default  in the  payment of  amounts  due.  Payments  of
interest and fees incurred in connection  with arranging such  financings by the
Fund will reduce the amount of assets available for distributions to Investors.

Average Investment.

     Although the Fund expects that,  ultimately,  its average  investments will
exceed $1,000,000,  to date, the Fund has invested less than $500,000 in each of
its investments, in an effort to maintain some diversification, given the amount
that the Fund has raised to date from its Investors.

Follow-On Investments

     After  the  Fund's  initial  investment  in a  company  or  its  assets  or
indebtedness,  the Fund anticipates that it will typically provide additional or
"follow-on"   investments  in  the  same  company  or   opportunity.   Follow-on
investments  may  be  made  pursuant  to  an  agreement  to  acquire  additional
securities  or otherwise to increase our  ownership  position in a successful or
promising  investment.  The Fund may also be called  upon to  provide  follow-on
investments for a


                                       3
<PAGE>

number of other reasons,  including providing additional capital to a company to
implement the company's business plan, to develop a new line of business,  or to
recover from unexpected business problems.

Investment Decisions Based Upon Extensive Firm-Level Research

     The Fund will use a bottom-up  investment  selection  approach.  This means
that the  Investment  Manager and its  representatives  will  research  specific
companies to find those companies that the Investment Manager believes offer the
greatest prospects for future growth. In selecting individual  investments,  the
Fund will look for companies that the Investment Manager believes display or are
expected to display:

     o    growth prospects

     o    high profit margins or return on capital

     o    attractive valuation relative to expected earnings or cash flow

     o    quality management

     o    unique competitive advantages

The Fund May Change Its Investment Strategies

     The Fund may change any of the investment  strategies  outlined above,  and
may change the  definition of small and  medium-sized  companies,  if the Fund's
Board of Directors  believes doing so is consistent  with the Fund's  investment
objective of long-term capital appreciation.  The Fund's investment objective is
a fundamental policy and may not be changed without the approval of Investors.

     The  amount of funds  committed  to an  investment  and the  percentage  of
ownership interest received from investments will vary depending on the maturity
of the  company,  the quality  and  completeness  of the  management  team,  the
perceived  business  opportunity,  the  capital  required  compared  to existing
capital, and the potential return.

Investment Activity

Portfolio Investment Transactions

     After July 1, 2000,  the Fund began making  investments  into the following
companies, Kaboombooks.com,  which is a seller of scholarly books and Detechtion
Technologies,  which is a software  company that  monitors the  efficient use of
natural gas.

     Through  April 13,  2001 the  amount  which the Fund has  invested  in each
entity and the Fund's percentage of ownership of the entity are as follows:


                                       4
<PAGE>

                                    Amount Invested        Percentage Ownership

Kaboombooks.com                     $453,200               100%
Detechtion Technologies             $107,500               15.24%

     The Fund made  investments in Oxbow Credit Company,  LLC ("Oxbow  Credit"),
which is a credit  facilitation  company  providing lending and leasing and, The
Kamaas Group ("Kamaas"), which is a marketing,  advertising, graphics and public
relations  firm.  These  investments  have since been  recharacterized  as notes
receivable,  because the Fund has made the  determination  that the  investments
should be recinded. See "Investment Activity - Sale Back."

     As of December 31, 2000, the fair value of the  investments  was based upon
the initial cost of the investment  since no significant  developments  or other
factors affecting the investment have occurred through that date.

Sale Back

     Oxbow Credit and Kamaas were formed with the  assistance  of Dan Dyer,  the
Chief  Executive  Officer of the Fund.  An affiliate of Mr. Dyer,  Oxbow Capital
Partners,  LLC ("Oxbow  Capital"),  loaned  start-up  capital to these entities.
Oxbow Capital loaned  approximately  $535,000 to Oxbow Credit and  approximately
$86,000 to Kamaas.  Approximately $236,000 of the loan by Oxbow Capital has been
repaid by Oxbow Credit to Oxbow Capital without interest. No portion of the loan
by Oxbow Capital to Kamaas has been repaid by Kamaas. Although Oxbow Capital was
an original member of Oxbow Credit,  Oxbow Capital  relinquished all interest in
Oxbow Credit  prior to the date on which the Fund  invested in Oxbow  Credit.  A
similar arrangement existed with respect to the formation of Kamaas.

     When counsel for the Fund  reviewed the Fund's  investment  in Oxbow Credit
and Kamaas  with Mr.  Dyer and the Board,  a  question  arose as to whether  the
investments  might be  governed  by the  statutes  and  rules of the  Investment
Company  Act of 1940  concerning  affiliate  transactions  since  Mr.  Dyer  was
involved in the formation of these entities. Although it has not been determined
that the subject  statutes and rules are  applicable  to the  transactions,  the
Board and Mr. Dyer  decided  that the  transaction  should be reversed  and that
Oxbow  Credit and Kamaas  should  return to the Fund the Fund's  investments  in
Oxbow Credit and Kamaas.  The Fund  invested a total of $465,536 in Oxbow Credit
and $60,000 in Kamaas.  The Fund has reached an  agreement  with both Kamaas and
Oxbow Credit to terminate its interests in both  companies.  The agreement  with
Kamaas provided that the Fund would sell back to Kamaas the Fund's  interests in
Kamaas for the exact amount the Fund purchased it for which was for $60,000, and
the agreement with Oxbow Credit  provided that the Fund would sell back to Oxbow
Credit  the  Fund's  interest  in Oxbow  Credit  for the exact  amount  the Fund
purchased it for which was for $465,536 (the "Sale Back"). As of April 13, 2001,
Kamaas has paid the Fund $60,000 and Oxbow Credit has paid the Fund $85,000.  As
of April 13 2001, no additional amounts have yet been repaid by Oxbow Credit.


                                       5
<PAGE>


     Since Oxbow Credit's  operations do not generate any net cash at this time,
the  only  expected  source  for the  payment  for  the  Sale  Back  will be new
investments  in Oxbow  Credit  from new  investors.  Oxbow  credit is  currently
negotiating  agreements with  prospective  investors,  however,  as of April 13,
2001, no agreements have been signed.  There can be no assurance that all or any
part  of  these  new  investments  will  be  made  and,  therefore,  there  is a
significant  risk that the Fund will not be repaid at least some  portion of the
$380,536.  The $380,536 represents over 244% of the Fund's members' equity as of
December  31,  2000 and,  if the Sale  Back does not  occur,  it  constitutes  a
material loss of the Fund's  capital and severely  reduces the Fund's ability to
make new investments and, perhaps, earn a profit for its Investors.

     Under both the limited liability law and insolvency law, there is a serious
risk that,  if a company  is  insolvent  or unable to pay its  debts,  it cannot
redeem  interests  from  its  owners  and also  its  creditors  may seek to void
repayments  made to any  creditors at the expense of other  creditors.  Thus, if
either  Kamaas or Oxbow  Credit were found to be  insolvent or unable to pay its
debts,  the Fund may have to pay back any amounts that it has received  from the
Sale Back. This would be very damaging to the Fund,  particularly if this occurs
at a time when the Fund does not have liquid assets.  There is no way to predict
what the adverse effects to the Fund would be in such an event.

Management

     The Fund is managed  by the  Investment  Manager.  CJM  Planning  serves as
"Distributor"   for  the  offering  of  Units.  CJM  Planning  is  a  registered
Broker-Dealer  and an affiliate of the  Investment  Manager.  Daniel D. Dyer, an
Affiliated  Director  and Officer of the Fund,  is the  Chairman of the board of
directors of the Investment Manager and CJM Planning.  S. Charles Musumeci,  Jr.
and Joseph C. Musumeci,  both Affiliated Directors and Officers of the Fund, are
officers  and  directors  of  the  Investment  Manager  and  CJM  Planning.  The
Investment  Manager's  and CJM  Planning's  principal  business  address  is 223
Wanaque Avenue, Pompton Lakes, New Jersey 07442.

     CJM Planning, and any other brokers selected by CJM Planning to participate
in the offering have agreed to use their "best efforts" to sell the Units.  None
of these brokers are obligated to purchase  Units and resell them or to sell any
or all of the Units, and none of them will act as a market maker with respect to
the Units. CJM Planning and any other brokers participating in the offering will
not  sell  Units to a  discretionary  account  without  prior  specific  written
approval from the potential investor. Participating brokers in the offering will
offer and sell  Units on the same  terms and  conditions  as CJM  Planning.  CJM
Planning  and any  selected  brokers who arrange  sales of Units will  receive a
sales charge equal to $7 per Unit pursuant to a Distribution  Agreement  between
the Fund and CJM  Planning.  There is no sales charge on the Units  purchased by
the Investment Manager. CJM Planning and any participating  brokers will also be
reimbursed for their accountable expenses associated with their due diligence of
the Fund.


                                       6
<PAGE>

     The Fund expects to incur and pay marketing  expenses  associated  with the
offer and sale of Units.  The  payment of some or all of these  expenses  may be
deemed to  constitute  compensation  to CJM Planning and any other  distributors
participating  in the offer and sale of Units.  In any  event,  the total of all
selling  compensation to CJM Planning and other  distributors,  including the 7%
sales  charge and any other  forms of  compensation,  will not exceed 10% of the
gross  proceeds of the sale of Units,  and the aggregate  amount of  accountable
expenses reimbursable by the Fund to CJM Planning and any other distributors for
their due diligence of the Fund will not exceed .5% of such gross proceeds.

     Participating brokers and their controlling persons, are indemnified by the
Fund against certain liabilities, including liabilities under the Securities Act
of 1933. As of April 13, 2001, no brokers other than CJM Planning have agreed to
participate in the offer and sale of Units.

Employees

     The Fund currently has no employees,  with the exception of the officers of
the Fund. See "Item 10. Executive Compensation."

Item 2. Description of Properties

     The Fund does not rent or own any real estate.  The Fund's  operations  are
conducted through the offices of its Investment Manager.

Item 3. Legal Proceedings

     The Fund is not currently involved in any legal proceedings.

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

     None.



                                       7
<PAGE>

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     The Fund's public offering commenced in June, 2000. The Fund's registration
is  currently  suspended  and  the  Fund  is  in  the  process  of  preparing  a
Post-Effective   Amendment  to  its  Registration  Statement  to  reinstate  its
registration. There is no trading market for the Fund's Units.

     The Fund does not pay current distributions.

Item 6. Management's Discussion  and Analysis of Financial Condition and Results
        of Operations

     The following discussion and analysis of the Fund's financial condition and
results  of  operations  should  be  read  in  conjunction  with  its  financial
statements and notes thereto appearing elsewhere herein.

Results of Operations

     From  inception  (September  15, 1999) to December  31, 1999,  the Fund was
still in its development  stage and had no material  transactions.  Net loss for
the year ended December 31, 2000 was approximately $813,000. The Fund's officers
commenced  researching  investment   opportunities  in  May  2000  and  invested
approximately  $451,000 during the year ended December 31, 2000. The investments
(noted  below) were made to seek  long-term  appreciation  and  accordingly,  no
revenue  or income  from these  investments  were  generated  for the year ended
December 31, 2000.

Portfolio  Investment  Transactions

     After July 1, 2000 the Fund began  making  investments  into the  following
companies: Kaboombooks.com,  which is a seller of scholarly books, and Detechion
Technologies,  LLC, which is a software  company that monitors the efficient use
of natural gas.

     As of  December  31,  2000 the amount  which the Fund has  invested in each
entity and the Fund's percentage of ownership of the entity are as follows:

                                       Amount Invested      Percentage Ownership

Kaboombooks.com                        $ 343,350            100%
Detechtion Technologies, LLC             107,500            15.24%

     As of December 31, 2000, the fair value of the  investments  was based upon
the initial cost of the investment  since no significant  developments  or other
factors affecting the investment have occurred through that date.

     As discussed in Part I, the Fund converted its  investments in Oxbow Credit
and Kamaas aggregating approximately $526,000 to notes receivable.


                                       8
<PAGE>

     To date,  the Fund has received  $145,000 in proceeds from repayment of the
notes receivable.  In addition,  Oxbow Credit has entered into a term sheet with
an investor to raise capital of  approximately  $460,000,  the proceeds of which
will  be used  to  repay  the  remaining  balance  of the  notes  receivable  of
approximately $380,000.

Liquidity and Capital Resources

     During the year ended  December  31,  2000,  the Fund issued  approximately
14,914  units  to  new  members  of  the  Fund  resulting  in  net  proceeds  of
approximately  $970,000.  Cash at December 31, 2000, was approximately  $21,000.
Management's  plans  include  raising  capital  through  the sale of  additional
membership units after completing and filing its Post-Effective  Amendment so as
to enable the Fund to raise  additional funds from investors in order to broaden
and diversify its investment portfolio.  The Fund expects that the reinstatement
of its registration will be accomplished by June 30, 2001, and that its offering
will re-commence at that time. The offering period originally  commenced in June
2000 and will  terminate at the  discretion of the Fund's  Management  but in no
event later than December 31, 2002.  Management's  plans also include  deferring
the  payment of  officers'  salaries  until the Fund's  net  capital  paid in on
membership units aggregates $3,000,000.  Long-term liquidity is dependent on the
Fund's ability to raise capital and attain  profitable  operations.  If the Fund
has additional funds available once its offering re-commences,  the Fund expects
to  continue  with its  investment  program  as  described  under  the  heading,
"Investment Objective and Principal Strategies" above.

Forward Looking Statements

     Certain statements in this Annual Report on Form 10-KSB, under the sections
"Management  Discussion  and  Analysis  of  Financial  Condition  and Results of
Operations,"  "Business" and elsewhere  relate to future events and expectations
and as such constitute  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform  Act  of  1995.  The  words  "believes,"
"anticipates,"  "plans,"  "expects,"  and similar  expressions  are  intended to
identify  forward-looking  statements.  Such forward-looking  statements involve
known and unknown  risks,  uncertainties,  and other factors which may cause the
actual  results,  performance  or  achievements  of the  Fund  to be  materially
different  from any future  results,  performance or  achievements  expressed or
implied  by  such  forward-looking  statements  and to vary  significantly  from
reporting  period to reporting  period.  These forward  looking  statements were
based  on  various  factors  and  were  derived  utilizing   numerous  important
assumptions  and  other  factors  that  could  cause  actual  results  to differ
materially  from those in the forward  looking  statements,  including,  but not
limited to:  uncertainty  as to the Fund's future  profitability  and the Fund's
ability to develop and implement  operational  and  financial  systems to manage
rapidly  growing  operations,  competition in the Fund's  existing and potential
future lines of business,  and other factors.  Other factors and assumptions not
identified  above were also involved in the derivation of these forward  looking
statements, and the failure of such other assumptions to be realized, as well as
other  factors,  may also cause actual results to differ  materially  from those
projected.  The Fund  assumes no  obligation  to update  these  forward  looking
statements to reflect


                                       9
<PAGE>

actual  results,  changes in assumptions  or changes in other factors  affecting
such forward looking statements.



                                       10
<PAGE>

Item 7 Financial Statements


INDEPENDENT AUDITORS' REPORT


To the Members and Board of Directors of
The Oxbow Fund, LLC



We have audited the  accompanying  statements of assets and  liabilities  of The
Oxbow Fund, LLC, including the schedule of portfolio investments, as of December
31, 2000, and the related  statements of operations,  changes in members' equity
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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. Our procedures included physical examination of all securities owned
as of  December  31,  2000.  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 The Oxbow Fund,  LLC as of
December 31, 2000 and the results of its  statements of  operations,  changes in
its members'  equity and its cash flows for the year then ended,  in  conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the financial  statements include  investments valued at
approximately  $451,000  (273% of  members'  equity),  whose  values  have  been
estimated by management in the absence of readily  ascertainable  market values.
Because of the inherent  uncertainty of valuation,  these  estimated  values may
differ  significantly  from the  values  that  would  have been used had a ready
market existed, and the differences could be material.



/s/ Rothstein, Kass & Company, P.C.
Roseland, New Jersey
March 15, 2001, except
paragraph 2 of Note 7
which is as of April 16, 2001


                                                                             F-1
<PAGE>

THE OXBOW FUND, LLC

STATEMENT OF ASSETS AND LIABILITIES

================================================================================
December 31, 2000
--------------------------------------------------------------------------------


Assets

Portfolio investments, at fair value                                  $ 450,850
Notes receivable, affiliates                                            525,536
Cash                                                                     20,529
                                                                      ---------

      Total assets                                                      996,915
                                                                      ---------



Liabilities

Accounts payable and accrued expenses                                   375,363
Accrued officers' compensation                                          450,000
Other liabilities                                                        15,000
                                                                      ---------

      Total liabilities                                                 840,363
                                                                      ---------

Members' equity                                                       $ 156,552
                                                                      =========

Analysis of members' equity:
Net capital paid in on membership units                               $ 970,022
Accumulated undistributed loss                                         (813,470)
                                                                      ---------
Members' equity (equivalent to $10.50 per unit based on
  14,914 membership units outstanding)                                $ 156,552
                                                                      =========



See accompanying notes to financial statements.


                                                                             F-2
<PAGE>

THE OXBOW FUND, LLC

STATEMENT OF OPERATIONS

================================================================================
For the year ended December 31, 2000
--------------------------------------------------------------------------------


Expenses
  Officers' compensation                                              $ 450,000
  Professional fees                                                     245,367
  Travel                                                                 44,133
  Selling and marketing                                                  46,298
  Management fees                                                        15,350
  Other                                                                  12,322
                                                                      ---------
Net loss                                                              $(813,470)
                                                                      =========


See accompanying notes to financial statements.


                                                                             F-3
<PAGE>


THE OXBOW FUND, LLC

STATEMENT OF CHANGES IN MEMBERS' EQUITY

================================================================================
For the year ended December 31, 2000
--------------------------------------------------------------------------------


                                                             Units     Amount

Members' equity, January 1, 2000                                --    $     --

Issuance of units, net of offering expenses
   and sales charges of approximately $521,000              14,914     970,022

Net loss                                                             (813,470)
                                                          --------------------
Members' equity , December 31, 2000                         14,914    $156,552
                                                          ====================


See accompanying notes to financial statements.

                                                                             F-4
<PAGE>

THE OXBOW FUND, LLC

STATEMENT OF CASH FLOWS

================================================================================
For the year ended December 31, 2000
--------------------------------------------------------------------------------


Cash flows from operating activities
Net loss                                                              $(813,470)
Adjustments to reconcile net loss to
 net cash used in operating activities:
   Changes in operating assets and liabilities:
    Portfolio investments                                              (450,850)
    Notes receivable, affiliates                                       (525,536)
    Accounts payable and accrued expenses                               375,363
    Accrued officers' compensation                                      450,000
    Other liabilities                                                    15,000
                                                                      ---------

Net cash used in operating activities                                  (949,493)

Net cash provided by financing activities,
  issuance of units, net                                                970,022
                                                                      ---------

Net increase in cash                                                     20,529

Cash, beginning of year                                                      --
                                                                      ---------

Cash, end of year                                                     $  20,529
                                                                      =========


See accompanying notes to financial statements.


                                                                             F-5
<PAGE>


THE OXBOW FUND, LLC

SCHEDULE OF PORTFOLIO INVESTMENTS

================================================================================
December 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       Date of             Number of     % of Members'
Portfolio Company                 Initial Investment      Units/Shares      Equity      Fair Value
-----------------                 ------------------      ------------      ------      ----------
United States of America
------------------------
<S>                                 <C>                     <C>            <C>           <C>
Membership interests

Technology
  Detechtion Technologies, LLC      October 2000            152,413          68.7%       $107,500


Common Stock

Technology
  Kaboombooks.com, Inc.             October 2000           3,433,503       219.32%        343,350
                                                                                         --------

                                                                                         $450,850
                                                                                         ========
</TABLE>


See accompanying notes to financial statements.


                                                                             F-6


<PAGE>

THE OXBOW FUND, LLC

NOTES TO FINANCIAL STATEMENTS

================================================================================

1.   Nature of operations and summary of significant accounting policies

     Nature of Operations

     The Oxbow Fund, LLC (the "Fund") is a New Jersey limited  liability company
     organized on September 15, 1999.  The Fund has elected to be regulated as a
     "business development company" under the Investment Company Act of 1940. As
     a result,  the Company is required to make certain types of investments and
     must offer "significant  managerial assistance" to many of the companies in
     which it intends to invest.

     The Fund's  principal  investment  objective is to seek  long-term  capital
     appreciation   by  investing   primarily  in  securities  of  private  U.S.
     companies, although the Fund may make other types of investments.

     The  Fund's  Investment  Manager  is  C.J.M.  Asset  Management,  LLC  (the
     "Investment  Manager").   Four  Independent  Directors  and  three  persons
     affiliated with the Investment  Manager serve as directors of the Fund. The
     Investment  Manager is responsible for the Fund's  investments,  subject to
     the supervision of the Directors.

     Development Stage

     The Fund was  organized  in New Jersey on  September  15, 1999 and prior to
     December 31, 1999 had no material transactions and therefore was considered
     a development stage company for financial reporting purposes.

     Valuation of Investment in Private Equities

     Privately placed securities are carried at fair values which was determined
     in good faith by and under the direction of management. Generally, the fair
     value of each security is initially  based primarily upon its original cost
     to the Fund.  Cost will be the primary  factor used to determine fair value
     on an  ongoing  basis  until  significant  developments  or  other  factors
     affecting  the  investment  (such as  results  of the  portfolio  company's
     operations, changes in general market conditions,  subsequent financings or
     the availability of market quotations) provide a basis for value other than
     cost valuation.  At December 31, 2000,  market  quotations were not readily
     available for securities valued at approximately  $451,000. Such securities
     were  valued  by  management.   Because  of  the  inherent  uncertainty  of
     valuation,  the estimated values may differ  significantly  from the values
     that would have been used had a ready  market for the  securities  existed,
     and the differences could be material.



                                                                             F-7
<PAGE>

THE OXBOW FUND, LLC

NOTES TO FINANCIAL STATEMENTS

================================================================================

1.   Nature  of  operations  and  summary  of  significant  accounting  policies
     (continued)

     Income taxes

     The  Fund  does  not  record a  provision  for  income  taxes  because  the
     individual members report their share of the Fund's income or loss on their
     income  tax  returns.   The   financial   statements   reflect  the  Fund's
     transactions without adjustment, if any, required for income tax purposes.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that  affect the  amounts
     disclosed in the  financial  statements.  Actual  results could differ from
     those estimates.

2.   Investment advisory and operating agreements

     The Investment Manager is responsible for oversight of asset management and
     administration of the Fund. The Fund pays the Investment  Manager an annual
     management  fee  equal  to  2.5%  of  total  investor   "adjusted   capital
     contributions"  payable  quarterly  in arrears.  The Fund will also pay the
     Investment  Manager an annual fee for its  services  as fund  administrator
     which will equal  approximately  .25% of total investor  "adjusted  capital
     contributions."  Additionally,  after the members (including the Investment
     Manager) have received  aggregate  distributions from the Fund equal to the
     amount of their  initial  investments  in the  Fund,  the Fund will pay the
     Investment  Manager  an  "incentive  fee." The  incentive  fee will  become
     payable  commencing  with the fiscal year of the Fund during which  members
     have received such distributions equal to their initial investments and for
     each  fiscal year  thereafter.  The amount of the fee will equal 20% of the
     taxable  income of the Fund during the  relevant  fiscal  year  (calculated
     without  giving  effect to payment of the  incentive  fee) less  unrealized
     capital depreciation for the year.


                                                                             F-8
<PAGE>

THE OXBOW FUND, LLC

NOTES TO FINANCIAL STATEMENTS

================================================================================

3.   Members' equity

     The Fund is offering up to 250,000 units of ownership interests in the Fund
     in an aggregate amount of up to $25,000,000.  As of December 31, 2000 there
     were 14,914 shares  outstanding.  The minimum  investment in the Fund is 20
     units at $100 per unit. The units are being offered and sold through C.J.M.
     Planning  Corp.,  a  registered  broker-dealer  and  an  affiliate  of  the
     Investment  Manager,  who  receives a 7% sales  charge  per unit sold.  The
     offering commenced in June 2000 and will terminate at the discretion of the
     Fund's Board of Directors but in no event later than December 31, 2002.

     The Fund's  fiscal  year-end is December 31. The Fund will  continue  until
     March 31,  2010,  subject to the right of the Fund's  Board of Directors to
     extend the term for up to two additional two-year periods.

4.   Related party transactions

     For the purposes of disclosing related party  transactions,  "an affiliate"
     is a company that directly or indirectly has ownership  common with that of
     the Fund.

     The Funds'  officers  have agreed to defer the  payment of their  salaries,
     including accrued officers'  compensation of $450,000 at December 31, 2000,
     until  the  Fund's  net  capital  paid in on  membership  units  aggregates
     $3,000,000.

     Other  liabilities  consist  of  a  $15,000  note  payable  to  the  Fund's
     management company.

     At  December  31,  2000,  notes  receivable,   affiliates  consist  of  the
     following:

          Note receivable, Oxbow Credit
           Company, LLC, interest at
           10% per annum, matures
           August 2001 and secured by
           various assets of the affiliate (Note 7)                     $380,536

          Note receivable, Oxbow Credit
           Company, LLC, non-interest
           bearing and due on demand (Note 7)                             85,000

          Note receivable, Kamaas
           Group, LLC, non-interest
           bearing and due on demand (Note 7)                             60,000
                                                                       ---------
                                                                        $525,536
                                                                       =========


                                                                             F-9
<PAGE>
THE OXBOW FUND, LLC

NOTES TO FINANCIAL STATEMENTS

================================================================================

5.   Financial  highlights

     The financial  highlights for the year ended December 31, 2000
     are as follows:

     Per Unit Operating Performance:

       Net asset value, beginning of year                      $    --

       Contributions                                             65.04

       Net investment loss                                      (54.54)
                                                             ---------

       Net asset value, end of year                            $ 10.50
                                                             =========

     Total Return:                                              (83.86)%

     Supplemental Data:

       Net assets, end of year                                 156,552

       Ratio of expenses to net assets                         519.62%

       Portfolio turnover rate                                   0.00%

6.   Liquidity

     The Fund has incurred a current year loss of approximately $813,000 and has
     liabilities  in excess  of  assets,  excluding  portfolio  investments,  of
     approximately  $294,000 at December 31, 2000.  Management's  plans  include
     raising  capital  through  the sale of  additional  membership  units.  The
     offering period commenced in June 2000 and will terminate at the discretion
     of the Fund's  Board of Directors  but in no event later than  December 31,
     2002.  The  Funds'  officers  have  agreed  to defer the  payment  of their
     salaries,  including accrued officers' compensation of $450,000 at December
     31,  2000,  until  the  Fund's  net  capital  paid in on  membership  units
     aggregates  $3,000,000.  Long-term  liquidity is dependent on the Company's
     ability to raise capital and attain profitable operations.

7.   Subsequent events

     In January 2001, notes  receivable,  affiliates  aggregating  $145,000 were
     repaid to the Company (Note 4).

     On April 16, 2001, Oxbow Credit Company, LLC entered into a term sheet with
     an investor to raise  capital of $460,000 of which  approximately  $380,000
     will be used to repay the note receivable (Note 4)


                                                                            F-10
<PAGE>

Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure

     (a)  Previous Independent Accountants

     (i) On October 23, 2000 Moss Adams LLP (the "Former  Accountant")  resigned
as the Fund's independent public accountant.

     (ii) No reports of the Former Accountant on the financial statements of the
Fund contained an adverse  opinion or disclaimer of opinion or were qualified or
modified as to uncertainty, audit scope or accounting principles.

     (iii) Not applicable.

     (iv) In  connection  with the  only  previous  audit  and  interim  reviews
performed by the Former  Accountant,  there have been no disagreements  with the
Former Accountant on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of the Former Accountant, would have caused them to
make  reference  thereto in their  report on the  financial  statements  for the
periods covered by the audit and reviews.

     (v) The Fund requested that the Former Accountant  furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether or not it
agrees with the above statements. A copy of the letter was filed the Fund's Form
8-K-A dated November 8, 2000.

     (b)  New Independent Accountant

     On November 1, 2000,  the Fund,  as  authorized  by its Board of Directors,
engaged  Rothstein,  Kass &  Company,  P.C.  (the "New  Accountant")  as its new
independent  accountant to audit and report on the Fund's  financial  statements
and to act, on a continuing basis, as the Fund's independent accountant.

     During the Fund's two most recent  fiscal years or any  subsequent  interim
period  prior to engaging the New  Accountant,  the Fund did not consult the New
Accountant  regarding either: (i) The application of accounting  principles to a
specified  transaction,  either  completed  or  proposed,  or the  type of audit
opinion that might be rendered on the Fund's financial  statements;  or (ii) any
matter that was either the subject of a disagreement  or a reportable  event (as
those terms are described in Item 304 of Regulation S-K).

     The Fund has requested  the New  Accountant  to review the  disclosure  set
forth in this Form 8-K and has provided the New  Accountant  the  opportunity to
furnish  the  Fund  with a  letter  addressed  to the  Securities  and  Exchange
Commission containing any new information,


                                       11
<PAGE>

clarification of the Fund's  expression of its views or the respects in which it
does  not  agree  with  the  statements  made  by the  Fund in  response  to the
disclosures. The Accountant has not submitted a letter to the Fund.


                                       12
<PAGE>

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
With Section 16(a) of the Exchange Act

Directors and Executive Officers

The following  table sets forth  certain  information  concerning  the Executive
Officers and Directors of the Fund.

     Name                      Age     Position
     ----                      ---     --------

     Daniel D. Dyer             46     Chairman, Chief Executive Officer
                                       and Director
     S. Charles Musumeci, Jr.   39     President, Chief Operating Officer and
                                       Director
     Joseph C. Musumeci         41     Executive Vice President, Chief Financial
                                       Officer and Director
     William M. Osborne, III    46     Director
     James L. Sonageri          44     Director
     James P. Burt              40     Director
     Christopher R. Smith       36     Director

     Daniel D. Dyer,  Affiliated Director;  Chairman and Chief Executive Officer
of the Fund; Chairman of the Investment  Manager.  Mr. Dyer is the President and
CEO of Oxbow Capital  Partners,  LLC, a venture capital firm and an affiliate of
the Fund, and currently  serves as the President and Managing  Director of Oxbow
Capital 1999 Company I, LLC, an  equity-oriented  private company of which Oxbow
Capital Partners, LLC is the Managing Member. Since 1981 Mr. Dyer,  individually
or through one of his  affiliates,  has been an advisor,  principal  of,  and/or
investor in a number of complex  transactions  including  the  following:  Plush
Pippin  Corporation  (sold in 1992),  Augusta Real Estate  Development  (sold in
1995),  Destination  Harley-Davidson,  LLC (sold in 1998),  Ronce  Inc.,  C.J.M.
Planning Corporation,  Indian Motorcycle Company,  Usedbooks.com,  LLC, Sterling
Capital,  LLC,  Brandsforless.com,  Topia  Ventures,  LLC and Business  Internet
Services,  Inc.  Additionally,  Mr.  Dyer has served as an advisor to  potential
business  transactions,  some of which have been  abandoned  and others of which
have not yet closed,  involving  the following  companies:  Nalley's Fine Foods,
First  Interstate  Plaza of Tacoma,  Bank Boston of West Palm  Beach,  Nordstrom
Center of Portland,  Hyatt  Hotels of Salt Lake City and Deer Valley,  Jordan El
Dam of Park City, B.C. Insurance,  Inc., and Lucas Dealership Group. Mr. Dyer is
presently,  or has  served  as, a member  of the  board of  directors  of Indian
Motorcycle  Company,  Usedbooks.com,  LLC,  Topia  Ventures,  LLC  and  Business
Internet Services,  Inc. Mr. Dyer studied veterinary medicine through the United
States Air Force College at Auburn University and Business,  Banking and Finance
at Clark College, although he did not receive degrees from those schools.


                                       13
<PAGE>

     S.  Charles  Musumeci,  Jr.,  Affiliated  Director;   President  and  Chief
Operating Officer of the Fund; President of the Investment Manager. Mr. Musumeci
is the President of C.J.M.  Planning  Corp., a registered  Broker/Dealer  and an
affiliate of the Fund.  C.J.M.  Planning is acting as  Distributor in connection
with the offer and sale of Units in the Fund's offering.  Mr. Musumeci  obtained
his  first  securities  license  in 1979.  A  graduate  of  Fairleigh  Dickinson
University,  he currently holds several  securities  licenses.  Mr. Musumeci has
been involved with the direct and indirect  supervision and training of hundreds
of independent  registered  representatives  throughout  his 19 year career.  He
currently  supervises  the  general  securities  principals  and daily  business
operations of C.J.M. Planning Corp. He also supervises the Fund's equity, mutual
fund,  variable annuity and municipal  security product  operations.  S. Charles
Musumeci, Jr. and Joseph C. Musumeci are brothers.

     Joseph C. Musumeci, Affiliated Director; Executive Vice President and Chief
Financial  Officer  of the  Fund;  Chief  Executive  Officer  of the  Investment
Manager. Mr. Musumeci is the Chief Executive Officer of C.J.M. Planning Corp. He
obtained his first securities license in 1976. A graduate of Fairleigh Dickinson
University,  Mr.  Musumeci  has been  involved  with  the  direct  and  indirect
supervision  and training of hundreds of registered  representatives  throughout
his career. Mr. Musumeci has an extensive accounting  background and manages the
record-keeping, accounting and day-to-day business operations of C.J.M. Planning
Corp. He also  supervises  C.J.M.  Planning's  mutual fund and variable  annuity
product  operations.  S.  Charles  Musumeci,  Jr.  and  Joseph C.  Musumeci  are
brothers.

     William M. Osborne, III, Independent Director. Mr. Osborne is the President
of McKinley Capital Partners,  Ltd. Mr. Osborne founded McKinley Capital,  which
principally is engaged in fund management and merchant banking, and advising and
investing in early and mid-stage companies. Since its founding in 1991, McKinley
Capital  has  participated  in  transactions  valued in excess of $1.5  billion.
McKinley  Capital  currently  manages two funds,  the IPO Index  Company and the
Competitive  Advantage Company.  Prior to founding McKinley Capital, Mr. Osborne
was an  investment  banker  with  Morgan  Stanley  in New York and London for 11
years, his last position being that of Managing Director, head of Equity Capital
Markets.  Mr. Osborne received a BA from Yale  University,  and his MBA from the
Darden School of Business at the University of Virginia.

     James L. Sonageri,  Independent Director. Mr. Sonageri is a certified civil
trial attorney who specializes in business and product liability  litigation and
white-collar  criminal defense.  Prior to founding his current firm,  Sonageri &
Fallon,  L.L.C., Mr. Sonageri practiced with the law firm of Shanley & Fisher in
Morristown,  New Jersey.  He also served as a Special  Assistant  United  States
Attorney in the United States  Attorney's  Office for the District of New Jersey
and as the  Supervisor  of the  White  Collar  Crime  Unit in the  Union  County
Prosecutor's  Office.  He serves as a court  appointed  mediator  and has been a
faculty member at the National  Institute for Trial  Advocacy.  Mr.  Sonageri is
admitted to practice in New Jersey,  New York, the United States District Courts
for the District of New Jersey,  the Southern and Eastern Districts of New York,
and the United States  Supreme  Court.  He earned his J.D.  degree from The John
Marshall Law School and received his B.S.  degree in accounting  from  Fairleigh
Dickinson  University.


                                       14
<PAGE>

Mr. Sonageri serves on the Board of Directors of KBF Pollution Management, Inc.,
a publicly-traded company.

     James P. Burt,  Independent  Director.  Mr.  Burt is a former  Professional
Football  player,  and a two-time  Super Bowl  Champion  while with the New York
Giants and the San  Francisco  49ers.  Mr.  Burt is  currently a real estate and
business  investor.  He owns a seat on the New York Stock  Exchange,  a New York
transportation  company, and several restaurants.  Mr. Burt is a graduate of the
University of Miami.

     Christopher  R.  Smith,  Independent  Director.  Mr.  Smith  is  the  Chief
Financial Officer of COMC, Inc., a publicly-traded voice and data communications
services  company.  He served as Executive  Vice  President of Wafra  Investment
Advisory  Group,  Inc., a privately held asset  management  company with over $3
billion under management between April 1992 and August 1999, and as the Managing
Director of Wafra  Partners,  L.P., a private equity  investment  fund which has
invested over $170 million in 14 middle market  businesses since 1992. Mr. Smith
earned his B.S. degree in finance and accounting from Florida State  University.
Mr. Smith serves on the Board of Directors of Altec Lansing Technologies,  Inc.,
a privately-held computer peripherals and audio company, Compost America Holding
Company,  Inc., a publicly-traded  waste hauling and composting site contractor,
Three V Health,  L.P., a privately  held internet  health  information  services
company,  and Vulcan  Engineering Co., a privately held foundry  engineering and
fabrication company.

     All  directors  currently  hold  office  until the next  annual  meeting of
stockholders  and until their  successors  are duly elected and  qualified.  The
Fund's executive  officers serve at the discretion of the Board of Directors and
until their successors are duly elected and qualified.

Item 10. Executive Compensation

     The following  table sets forth the  compensation  accrued,  for the fiscal
year ended December 31, 2000, for the Fund's Chief Executive Officer and the two
most  highly  compensated  executive  officers  other  than its Chief  Executive
Officer,  whose salary were in excess of $100,000  and who were  employed by the
Fund on December 31, 2000.


                                       15
<PAGE>

Summary Compensation Table

Name and                                      Year        Annual Compensation(1)
Principal Position
                                                          ----------------------

Daniel D. Dyer                                2000        $150,000
Chief Executive Officer
and Chairman

S. Charles Musumeci, Jr.                      2000        $150,000
President and Chief Operating Officer

Joseph C. Musumeci                            2000        $150,000
Executive Vice President and Chief
Financial Officer

(1) Each  officer  has  agreed to defer his  compensation  until the  Fund's net
capital paid in on membership units aggregates $3,000,000 and then the Fund will
pay the officers their compensation from available funds.

Summary of Management Fees

     The Fund pays the Investment Manager an annual management fee equal to 2.5%
of the Investor's  total  "adjusted  capital  contributions"  and reimburses the
Investment  Manager for actual costs  incurred on behalf of the Fund. The fee is
payable  quarterly in arrears.  Additionally,  after the Members  (including the
Investment Manager) have received aggregate distributions from the Fund equal to
the  amount of their  initial  investments  in the  Fund,  the Fund will pay the
Investment  Manager an "incentive  fee." The  incentive fee will become  payable
commencing  with the fiscal year of the Fund during which  Members have received
distributions  equal to their  initial  investments  and for  each  fiscal  year
thereafter. The amount of the fee will equal twenty (20%) percent of the taxable
income of the Fund during the relevant  fiscal year  (calculated  without giving
effect to payment of the incentive fee) less unrealized capital depreciation for
the year.

The Form 3 for each  director and officer  were filed after the required  filing
date.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The Investment Manager owns 1,000 Units, for which it paid $100,000.

Item 12. Certain Relationships and Related Transactions

Daniel D. Dyer is the sole owner of Oxbow  Capital  Partners,  the company  that
loaned Oxbow Credit and Kamaas money. Mr. Dyer formed Oxbow Credit and Kamaas.


                                       16
<PAGE>

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

(b)  Reports on Form 8-K

     On October 30, 2000, the Fund filed a Form 8-K  announcing the  resignation
of Moss Adam LLP as the Fund's  independent  public  accountant.  On November 8,
2000,  the Fund filed an amendment to the October 30, 2000 Form 8-K dealing with
additional  accounting  issues.  On November 8, 2000,  the Fund filed a Form 8-K
describing  the  engagement  of  Rothstein,  Kass &  Company,  P.C.  as its  new
independent  accountant to audit and report on the Fund's  financial  statements
and to act, on a continuing  basis,  as the Fund's  independent  accountant.  On
April 2, 2001, the Fund file a Form 8-K stating the status of the Sale Back



                                       17
<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.


                                              By:/s/ S. Charles Musumeci, Jr.
                                                 ----------------------------
                                              Name: S. Charles Musumeci, Jr.
                                              Title: President

     Pursuant to the  requirements  of the Securities  Act of 1934,  this Annual
Report on Form 10-KSB is signed below by the following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


By:/s/ S. Charles Musumeci, Jr.                      Date:  April 17, 2001
   ----------------------------                             -----------------
Name: S. Charles Musumeci, Jr.
Title: Director

By:/s/ Joseph C. Musumeci                            Date:  April 17, 2001
   ----------------------------                             -----------------
Name: Joseph C. Musumeci
Title: Director and Chief Financial Officer

By: /s/ Daniel D. Dyer                               Date:  April 17, 2001
   ----------------------------                             -----------------
Name: Daniel D. Dyer
Title: Director and Chief Executive Officer

By: /s/ William M. Osborne, III                      Date:  April 17, 2001
   ----------------------------                             -----------------
Name: William M. Osborne, III
Title: Director

By: /s/ James L. Sonageri                            Date:  April 17, 2001
   ----------------------------                             -----------------
Name: James L. Sonageri
Title: Director

By: /s/ James P. Burt                                Date:  April 17, 2001
   ----------------------------                             -----------------
Name: James P. Burt
Title: Director

By: /s/ Christopher R. Smith                         Date:  April 17, 2001
   ----------------------------                             -----------------
Name: Christopher R. Smith
Title: Director


                                       18