---

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 10-KSB

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

For the Fiscal Year Ended June 30, 2000

Commission File Number 0-21566

# EURBID.COM,
INC.
f/k/aLS Capital Corporation

(Name of small business issuer in its charter)

Incorporated pursuant to the Laws of the State of Delaware

Internal Revenue Service  Employer Identification No. 84-1219819

21 Patrick Street
Kilkenny, Co. Kilkenny
Ireland
U.S. Voice Mail (713) 784-7995
(Address, including zip code, and
                                     telephone number, including area code, of
                                      registrant's principal executive offices)

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

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

Title of Each Class
Common Stock, $.01 Par Value

Indicate by check mark
whether registrant (1) has filed all reports 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 [  ]

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

The issuer's had no revenues during the fiscal year ended June 30, 2000.

The aggregate market value
of the voting stock held by non-affiliates of the registrant on October 11,
2000 was $209,405, based on the closing price of such stock of $.125 on
such date. The number of shares outstanding of the registrants Common
Stock, $.01 par value, as of October 11, 2000 was 1,697,457.

Transitional Small Business Disclosure format (Check one): YES [ ]  NO [X]

---

`INDEX

                                                                                                        Page Number
                                                       PART I.

Items 1. & 2.     Business and Properties.                                                               3

Item 3.           Legal Proceedings.                                                                         3

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

                                                      PART II.

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

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

Item 7.           Financial Statements.                                                                      7

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.                                                       7

                                                      PART III.

Item 9.           Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act.                                7

Item 10.          Executive Compensation.                                                                    8

Item 11.          Security Ownership of Certain Beneficial Owners and
                  Management.                                                                                9

Item 12.          Certain Relationships and Related Transactions.                                           10

                                                      PART IV.

Item 13.          Exhibits and Reports on Form 8-K.                                                         11`

# ITEMS 1 and
2. BUSINESS AND PROPERTIES.

Eurbid.com,
Inc. f/k/a LS Capital Corporation (Company) was
organized under the laws of the State of Delaware on December 30, 1992 under the
name Lone Star Casino Corporation to develop, own and operate
casinos and related resort facilities. Prior to May 3, 1993, the Company was a
wholly-owned subsidiary of Viral Testing Systems Corporation (VTS),
then a publicly traded company. The Company became publicly-held through the
distribution of certain of its shares of common stock to the stockholders of VTS
on May 3, 1993. The Company adopted its current corporate name in October 2000
as a result of the change in its corporate direction described below.

From its
inception  and until  shortly  after the start of fiscal  1997,  the  Company  was  involved
exclusively  in the gaming  industry.  During  fiscal  1997,  the Company  adopted a  significant  change in its
corporate  direction.  It decided to focus its efforts on  developing  precious  metals mining  prospects,  with
each project  undertaken in a separate corporate  subsidiary.  The Company organized a number of wholly-owned or
partially-owned  precious  metals/mining  subsidiaries  that held rights in certain  mining claims or properties
believed  to  contain  precious  metals  or in  certain  mineral  extraction  technologies.  In  February  1999,
primarily  due to the  unavailability  of capital to develop the  Company's  technologies  further,  the Company
decided to  discontinue  its mineral  activities  and furlough its  remaining  personnel in the U.S. The Company
allowed its  mineral  interests  to lapse.  The Company  continues  to own a five-acre  tract of land in Tecopa,
California,  certain  rights to certain  mining  claims in British  Columbia,  Canada,  miscellaneous  equipment
believed to have an aggregate fair market value of $25,000 and rights in certain  technologies  believed to have
no  meaningful  commercial  value.  The  Company  intends  to  dispose  of the tract of land,  the rights in the
mineral  claims  and the  remaining  equipment  as  purchasers  can be  procured.  The  Company  has no  present
intentions regarding its technologies.

Since
ceasing its efforts in the precious minerals industry, the Company has been
exploring opportunities to develop or acquire one or more businesses in other
industries. The Company has been focusing specifically on Internet-related
businesses, and has considered certain Internet-related businesses focused on
the European market. However, the Company does not now any particular prospect
under consideration in any meaningful sense, and the nature of the business in
which the Company will engage in the future, the terms and circumstances under
which the Company will engage in such business and even whether or not the
Company will engage in a future business, are now uncertain. Nonetheless, the
Company believed that the possibility of eventually pursuing an Internet-related
business focused on Europe was so that great that in October 2000 it changed its
corporate name to its present one, which suggests the Internet and Europe.

The  principal  executive  offices of the  Company  are located at 21 Patrick  Street,  Kilkenny,  Co.
Kilkenny, Ireland, and its U.S. Voice Mail is 713/784-7995.  The Company currently has only one employee.

## ITEM 3. LEGAL
PROCEEDINGS

On
December 14, 1994, the Company filed a lawsuit in Harris County, Texas against
Full House Resorts, Inc. (Full House), Allen E. Paulson, Donaldson,
Lufkin & Jenrette Securities Corporation and My Dang to enforce the terms of
a preliminary agreement executed on September 8, 1994 between the Company and
Full House to jointly acquire and relocate a casino to the Companys site
in Biloxi, Mississippi. With the agreement of the Company, this litigation was
continued in the District Court of Harrison County, Mississippi under case no.
A-2402-95-0142. Shortly before a summary judgment hearing scheduled in March
1996, the Companys counsel withdrew from the case without the substitution
of new counsel. The Company was unable to procure new counsel in time, and the
presiding judge granted the defendants motions for summary judgment. On
appeal, the Mississippi Court of Appeals affirmed the summary judgment against
the Company as to all of its claims against My Dang, Allen B. Paulson and
Donaldson, Lufkin & Jenrette Securities Corporation and its claims of common
law fraud against Full House. However, this Court of Appeals reversed the
summary judgment against the Company for its claims of breach of contract and
breach of fiduciary duties asserted against Full House and remanded these claims
to the lower court for a trial on the merits.

On April 4, 2000, the trial court
entered an order granting the Companys Motion for Substitution of Counsel,
appointing new counsel for the Company. On that same day, the trial court
entered an order dismissing the Companys claims with prejudice, due to
prior want of prosecution after the first appeal was decided. On April 13, 2000,
the Companys new counsel filed a Notice of Appeal regarding the trial
courts dismissal order. Although the Companys new counsel plans on
vigorously pursuing the Companys claims for damages against Full House,
the ultimate outcome of this proceeding can not now be determined.

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

No
matter was submitted to a vote of the Companys stockholders during the
fourth quarter of fiscal 2000, through the solicitation of proxies or otherwise.
However, on August 31, 2000, a special meeting of the Companys
stockholders was convened for the purpose of considering and voting on the
following matters:

| | 1. | An amendment of the  Certificate of  Incorporation  of the Company to change the name
                  of the Company from "LS Capital  Corporation" to  "Eurbid.com,  Inc." (the "Corporate
                  Name Change").
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | An amendment of the Certificate of Incorporation of the Company to effect a
1-for-25 reverse stock split (the Reverse Stock Split) of the
Companys Common Stock, $.01 par value per share (Common
Stock), in which every twenty-five shares of Common Stock outstanding as
of the effective date of the amendment will be converted into one share of
Common Stock.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | The approval of issuances of Common Stock, in the discretion of the Board of
Directors, to creditors of the Company (including officers and directors of the
Company) in satisfaction of amounts owed by the Company (the Discretionary
Stock Issuances). As approved by the Companys stockholders, each
Discretionary Stock Issuance to a Company director must be approved by a
majority of directors other than the director to be issued the Common Stock.
Moreover, the number of shares of Common Stock comprising any Discretionary
Stock Issuance must not have an aggregate market value at the time of issuance
exceeding the amount being satisfied by the Common Stock if the Common Stock
being issued is freely tradeable immediately after issuance, or not have an
aggregate market value at the time of issuance twice the amount being satisfied
by such issuance if the Common Stock being issued is not freely tradeable
immediately after issuance. The restriction on the amount of Common Stock that
may be issued places only a maximum amount of Common Stock that may be issued
and does not require the Company to issue up to the maximum amount of the
restriction. Once a person receives a Discretionary Stock Issuance, such person
will not be issued any more Common Stock if the market value of the Common Stock
declines, nor will such person be required to reconvey or otherwise forfeit any
of the Common Stock issued to him if the market value of the Common Stock
increases.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | A fourth amendment (the Amendment No. 4) to the Companys 1993
Stock Option Plan authorizing an increase to 6,000,000 shares in the number of
shares of the Companys Common Stock available for issuance of new grants
under such plan, of which 1,000,000 shares would be reserved for grants or
replacement or reload options.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | A first amendment (the Amendment No. 1) to the Companys 1994
Stock Plan for Non-Employee Directors (the Stock Plan), authorizing
an increase to 500,000 shares in the number of shares of the Companys
Common Stock available for issuance of new grants under such plan.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | A second amendment (the Amendment No. 2) to the Stock Plan,
modifying the timing of grants under such plan and deleting certain requirements
and conditions imposed upon grants under such plan. Prior to the approval of
Amendment No. 2, the Stock Plan provided that, at the conclusion of each annual
meeting of stockholders of the Company, each elected or incumbent Director shall
automatically be granted a stock option to purchase 25,000 shares of Common
Stock, but only if the Companys net income for the fiscal year just ended
improved over the net income for the prior fiscal year, determined in accordance
with generally accepted accounting principals. Amendment No. 2 changed the Stock
Plan in several respects. First, instead of the grants automatically occurring
at the conclusion of each annual meeting of stockholders of the Company, the
grants would be made whenever believed appropriate by a majority of the members
of the Companys Board of Directors who are not eligible for grants
pursuant to this Plan (such members are referred to hereinafter as the
Non-Eligible Director Majority). Second, instead of stock options
granted pursuant to the Stock Plan covering a fixed number of shares
(specifically 25,000), Amendment No. 2 enables the Non-Eligible Director
Majority to grant options pursuant to the Stock Plan covering such number of
shares as the Non-Eligible Director Majority believes appropriate, up to the
maximum number of shares available under the Stock Plan. Third, Amendment No. 2
deleted the requirement that the Companys net income for the fiscal year
just ended must have improved over the net income for the prior fiscal year.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All
of these matters were approved by the Companys stockholders. The Corporate
Name Change and the Reverse Stock Split became effective on October 3, 2000. The
following are the results of the voting on the matters described above.

`1.       Corporate Name Change              For               Against          Abstain        Broker Non-Votes
                                                   27,588,604         1,376,981       162,671                   -0-

         2.       Reverse Stock Split                For               Against          Abstain        Broker Non-Votes
                                                    25,666,451        3,369,553          95,252               -0-

         3.       Discretionary Stock Issuances      For               Against          Abstain        Broker Non-Votes
                                                     5,454,890        3,446,529          53,619          20,218,218

         4.       Amendment No. 4                    For               Against          Abstain        Broker Non-Votes
                                                     1,421,585        4,169,668         363,785          20,218,218

         5.       Amendment No. 1                    For               Against          Abstain        Broker Non-Votes
                                                     4,432,343        4,099,726          422,969         20,218,218

         6.       Amendment No. 2                    For               Against          Abstain        Broker Non-Votes
                                                     4,448,792        4,139,279          366,967         20,218,218`

# PART II.

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

The
Companys common stock is traded on the OTC Bulletin Board under the symbol
EURB. As of June 30, 2000, the Company 1,803 had holders of record.
Presented below are the high and low closing bid prices of, the Companys
common stock for the two years ended June 30, 2000.

`High                      Low
                                                                   ----                      ---
Fiscal year ended June 30, 1999:
                  First Quarter                                   $ .145                    $.055
                  Second Quarter                                    .090                     .040
                  Third Quarter                                     .057                     .032
                  Fourth Quarter                                    .050                     .030

Fiscal year ended June 30, 2000:
                 First Quarter                                    $ .039                    $.020
                 Second Quarter                                     .030                     .013
                 Third Quarter                                      .220                     .028
                 Fourth Quarter                                     .095                     .022`

The
Company has never paid cash dividends, and has no intention of paying cash
dividends in the foreseeable future.

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

SIGNIFICANT EVENTS

From its inception and
until shortly after the start of fiscal 1997, the Company was involved
exclusively in the gaming industry. During fiscal 1997, the Company adopted a
significant change in its corporate direction. It decided to focus its efforts
on developing precious metals mining prospects, with each project undertaken in
a separate corporate subsidiary. The Company organized a number of wholly-owned
or partially-owned precious metals/mining subsidiaries that held rights in
certain mining claims or properties believed to contain precious metals or in
certain mineral extraction technologies. In February 1999, primarily due to the
unavailability of capital to develop the Companys technologies further,
the Company decided to discontinue its mineral activities and furlough its
remaining personnel in the U.S. The Company allowed its mineral interests to
lapse. The Company continues to own a five-acre tract of land in Tecopa,
California, certain rights to certain mining claims in British Columbia, Canada,
miscellaneous equipment believed to have an aggregate fair market
value of $25,000 and rights in certain technologies believed to have no
meaningful commercial value. The Company intends to dispose of the tract of land,
the rights in the mineral claims,
and the remaining equipment as purchasers can be procured. The Company has no
present intentions regarding its technologies.

In the future, the Company
intends to explore opportunities to develop or acquire one or more businesses in
other industries. The Company expects to focus specifically on Internet-related
businesses. The Company does not now any particular prospect under consideration
in any meaningful sense. The nature of the business in which the Company will
engage in the future, the terms and circumstances under which the Company will
engage in such business and even whether or not the Company will engage in a
future business, are now uncertain.

MATERIAL CHANGES IN FINANCIAL CONDITION

At June 30, 2000, the
Company has a working capital deficiency of $1,046,000 compared to a deficiency
of $946,000 at June 30, 1999.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Year Ended June 30, 2000 and 1999

The Company incurred a net
loss of $419,202 or $.35 a share, in the year ended June 30, 2000 as compared to
net loss of $12,424 or $0.02 per share for the prior year. The change of
$406,778 was attributable primarily to non-recurring debt forgiveness and gain on the sale of marketable securities in fiscal 1999
partially offset by lower operating expenses.

## ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The
reports of Companys Independent Auditors appear at Page F-1 hereof, and
the Consolidated Financial Statements of the Company appear at Page F-2 through
F-8 hereof.

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

Not applicable.

# PART III.

## ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The
following table sets forth certain information regarding the directors and
executive officers of the Company and its subsidiaries, including the business
experience of each for at least the past five years:

`Director          Officer
                  Name                              Age               Since            Since

                  Paul J. Montle                     53                1993             1993
                  Chairman of the
                  Board, President and
                  Chief Executive Officer

                  Roger W. Cope                      59                1993             -----
                  Director

                  C. Thomas Cutter                   60                1993             -----
                  Director`

Paul
J. Montle has served as the Chairman of the Board and Chief Executive Officer of
the Company since 1992.

Roger W. Cope has served as a Director of the Company  since  1993.  Since 1996,  he has served as Vice
President - Business  Development with Lamb Technicon  Machining  Systems.  From June 30, 1993 until January 16,
1996, Mr. Cope served as President of the Company and Manager of Papone's Palace, Ltd. Liability Co.

C. Thomas Cutter has served as a Director of the Company since  December  1992.  For over 14 years,  he
has served as  President,  Director and sole  shareholder  of Cutter Fire Brick Co.,  Inc.  and Cutter  Northern
Refractories,  Inc.,  both of which are engaged in the repair and  maintenance  of industrial  heat  enclosures.
For over 24 years, Mr. Cutter has served as President,  Director and sole shareholder of Cutter Ceramics,  Inc.,
a manufacturer and distributor of art clay.

Each
officer of the Company generally serves at the pleasure of the Board of
Directors.

There
are no family relationships among the officers and directors, and there are no
present arrangements or understandings pursuant to which any of them were
elected as officers or directors.

## ITEM 10.  EXECUTIVE COMPENSATION.

# Summary
Compensation Table

The
following table sets forth the compensation paid by the Company and its
subsidiaries to the Chief Executive Officer. No other executive officer whose
total annual salary and bonus for the fiscal year ended June 30, 2000, 1999 or
1998 exceeded $100,000 for services in all capacities to the Company and its
subsidiaries.

`Summary Compensation Table (1)

                                                          Annual                     Long-Term
                                                          Compensation              Compensation

         (a)                          (b)               (c)                       (g)

         Name and                   Fiscal                                       Securities Underlying
         Principal                  Year                                           Stock Options
         Position                   Ended            Salary                     (Number of Shares)
         -----------------------------------------------------------------------------------------

         Paul J. Montle             6/30/00          $ 90,000(2)                5,000,000
         Chairman and               6/30/99          $124,019(3)                  -0-
         Chief Executive            6/30/98          $183,225                     290,000
         Officer`

(1)The Columns designated by the SEC for the reporting of certain annual  compensation  (including bonuses
         and other annual  compensation)  and certain  long-term  compensation  (including  awards of restricted
         stock, long term incentive plan payouts,  and all other  compensation)  have been eliminated as no such
         bonuses,  other annual  compensation,  awards,  payouts or  compensation  were awarded to, earned by or
         paid to any specified person during any fiscal year covered by the table.

(2)All of this amount was accrued and not paid.

(3)Of this amount, only $29,673 was actually paid while the remaining $94,346 was accrued.

# Stock Option Grants

The following table sets forth  information  pertaining to stock options granted during the fiscal year
ended June 30, 2000.  The Company has not granted stock appreciation rights ("SAR's") of any kind.

`(a)                        (b)              (c)                        (d)              (e)
                           Number of
                           Securities       Percentage of Total
                           Underlying       Options Granted
                           Options          to Employees               Exercise         Expiration
Name                       Granted          in Fiscal Year             Price            Date
--------------------------------------------------------------------------------------------

Paul J. Montle             3,000,000          60%                      $.033            July 1, 2009
                           2,000,000          40%                      $.05             January 1, 2010`

# Option
Exercises/Value of Unexercised Options

The
following table sets forth the number of securities underlying options
exercisable at June 30, 2000, and the value at June 30, 2000 of exercisable
in-the-money options remaining outstanding as to the Chief Executive Officer of
the Company. No SARs of any kind have been granted.

`Aggregated Option Exercises in Last
                                    Fiscal Year and Fiscal Year End Option Values

(a)                                         (d)                                         (e)

                                    Number of Securities
                                    Underlying Unexercised                      Value of Unexercised
                                    Options at June 30, 2000                    In-the-Money Options at
                                    (Numbers of Shares)                         June 30, 2000
Name                                Exercisable      Unexercisable              Exercisable      Unexercisable
--------------------------------------------------------------------------------------------------------------

Paul J. Montle                         5,591,600         200,000                   (2)               (2)`

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

(1) The Columns  designated by the SEC for the reporting of the number of shares acquired on exercise,  the
         value realized,  and the number and value of  unexercisable  options have been eliminated as no options
         were exercised and no unexercisable options existed during the fiscal year covered by the table.

(2) The  closing  price of the Common  Stock on June 30,  2000 on the NASD OTC  Bulletin  Board was $.0312,
         which was less than the exercise price of all options reported in the table.

# Compensation Agreements

The Company  currently has no written  employment  contracts or other written  compensation  agreements
with any of its current executive officers.

# Compliance with Section 16(a) of
                                             the Securities Exchange Act

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the Company's officers and
directors,  and persons who own more than 10 percent of a registered  class of the Company's  equity  securities
to file reports of ownership and changes of ownership  with the Securities  and Exchange  Commission.  Officers,
directors  and greater  than 10 percent  stockholders  are  required  to furnish the Company  with copies of all
Section  16(a)  reports  they file.  Based solely on its  discussions  with  certain  reporting  persons and its
review of forms received from those persons,  the Company  believes that during the year ended June 30, 2000 all
filing  requirements  applicable to the Company's officers,  directors and greater than 10 percent  shareholders
were  satisfied,  except that Paul J. Montle (a director and the President of the Company) was one month late in
filing a Form 4 and Roger W. Cope (a director of the Company)  failed to file one Form 4, which he  subsequently
corrected by the filing of a Form 5.

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

The  following  table sets forth  certain  information  as of July 19, 2000  concerning  the  beneficial
ownership  of the  Common  Stock (i) by each  stockholder  who is known by the  Company to own  beneficially  in
excess of 5% of the outstanding  Common Stock;  (ii) by each director;  (iii) by each executive officer named in
the Summary  Compensation  Table under "Executive  Compensation,"  below; and (iv) by all executive officers and
directors as a group.  The  following  table does not reflect the 1-for-25  reverse stock split of the Company's
Common Stock that became  effective in October 2000.  Except as otherwise  indicated,  all persons  listed below
have (i) sole voting power and  investment  power with respect to their  shares of Common  Stock,  except to the
extent that authority is shared by spouses under  applicable law, and (ii) record and beneficial  ownership with
respect to their shares of Common Stock.

`Shares of
                                                                   Common Stock Beneficially Owned (1)

         Name and Address of Beneficial Owner                     Number            Percent

         Paul J. Montle                                        5,707,351(2)          14.27%
           21 Patrick Street
           Kilkenny, Co. Kilkenny
           Ireland

         Roger W. Cope                                          627,398(3)           1.83%
           5663 East Nine Mile Rd.
           Warren, Michigan 48901

         C. Thomas Cutter                                         2,200(4)             (5)
           82 Olympia Ave.
           Woburn, Massachusetts 01801

         All directors and officers
         as a group (three persons)                           6,336,947(6)           15.84%`

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

(1)      Includes  shares of Common Stock  beneficially  owned  pursuant to options and warrants  exercisable on
         the July 19, 2000 or within 60 days thereafter.

(2)      Includes 17,351 shares of Common Stock held by Travis  Partners,  G.P., a general  partnership in which
         Mr.  Montle has a 51.67%  interest  and a trust for the  benefit  of Mr.  Montle's  children  has a 15%
         interest,  and 5,690,000  shares of Common Stock  beneficially  owned pursuant to  non-qualified  stock
         options currently exercisable.

(3)      Does not include  12,000 shares owned by Elizabeth  Cope, Mr. Cope's wife, all such shares of which Mr.
         Cope disclaims beneficial ownership.

(4)      Includes 200 shares  directly  owned,  and 2,000 shares  beneficially  owned  pursuant to stock options
         immediately exercisable.

(5)      Less than 1%

(6)      Includes 627,398 shares directly owned;  5,692,000 shares  beneficially owned pursuant to stock options
         currently exercisable; and 17,351 shares beneficially owned indirectly through affiliated entities.

## ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

# PART IV.

## ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

`(a) Documents filed as part of this report:

1.  Consolidated Financial Statements:

         Report of Independent Auditor .........................................................................F-1

         Consolidated Balance Sheet as of June 30, 2000 ....................................................... F-2

         Consolidated Income Statements for the years ended
         June 30, 2000 and 1999 ............................................................................... F-3

         Consolidated Statement of Stockholders' Equity for the
         years ended June 30, 2000 and 1999 ....................................................................F-4

         Consolidated Statements of Cash Flows for the years
         ended June 30, 2000 and 1999 ......................................................................... F-5

         Notes to  Financial Statements ........................................................................F-6

2.  Financial Statement Schedule:

         Schedule II - Valuation and Qualifying Accounts

                None

3.  Exhibits:

         The following exhibits are filed with this Annual Report or are incorporated herein by reference:

         Exhibit
         Number...         Description

         4.01              Certificate of  Incorporation  of the Company filed December 30, 1992 is incorporated
                           herein  by  reference  from  the  Company's  (SEC  File  No.  33-57998-D)  Form  SB-2
                           Registration Statement filed April 29, 1993, Item 27(a), Exhibit 3.1.
         4.02              Bylaws of the Company are  incorporated  herein by reference  from the Company's (SEC
                           File No.  33-57998-D)  Form SB-2  Registration  Statement  filed April 29, 1993, Item
                           27(a), Exhibit 3.2.
         4.03              Certificate  of  Amendment  of  Certificate  of   Incorporation  of  the  Company  is
                           incorporated  herein by reference from the Company's (SEC File No.  33-57998-D)  Form
                           SB-2 Registration Statement filed April 29, 1993, Item 27(a), Exhibit 3.5..
         4.04              Amendment to Certificate  of  Incorporation  filed  February 2, 1995 is  incorporated
                           herein by reference  from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q
                           for the period ended December 31, 1994, Item 6, Exhibit 3.01
         4.05              Certificate  of  Designation,  Preferences,  Rights  and  Limitations  of 12%  Senior
                           Convertible  Preferred  Stock of the Company filed January 25, 1993, is  incorporated
                           herein  by  reference  from  the  Company's  (SEC  File  No.  33-57998-D)  Form  SB-2
                           Registration Statement filed April 29, Item 27(a), Exhibit 4.1.
         4.06              Certificate of Amendment of Certificate  of  Incorporation  of the Company filed June
                           26,  1996 is  incorporated  herein  by  reference  from the  Company's  (SEC File No.
                           0-21566)  Annual Report on Form 10-K for the year ended June 30, 1996,  Part IV, Item
                           14(c), Exhibit 4.06.
         4.07              Certificate  of  Amendment  of  Certificate  of  Incorporation  of the Company  filed
                           October 3, 2000.
         10.01             The Company's  1993 Stock Option Plan is  incorporated  herein by reference  from the
                           Company's (SEC File No.  33-57998-D ) Form SB-2  Registration  Statement  filed April
                           29, 1993, Item 27(a), Exhibit 10.8.
         10.02             Amendment to the Company 1993 Stock Option Plan is  incorporated  herein by reference
                           from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q for the period ended
                           September 30, 1994, Item 6, Exhibit 10.8.
         10.03             Amendment  No. 2 to the  Company  1993 Stock  Option Plan is  incorporated  herein by
                           reference  from the  Company's  (SEC  File No.  0-21566)  Report on Form 10-Q for the
                           period ended December 31, 1994, Item 6, Exhibit 10.02.
         10.04             Amendment  No. 3 to the  Company  1993 Stock  Option Plan is  incorporated  herein by
                           reference  from the  Company's  (SEC  File No.  0-21566)  Report on Form 10-Q for the
                           period ended December 31, 1994, Item 6, Exhibit 10.03.
         10.05             The Company's 1994 Employee Stock Purchase Plan is  incorporated  herein by reference
                           from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q for the period ended
                           December 3, 1994, Item 6, Exhibit 10.06.
         10.06             The Company's  Capital  Accumulation  Plan is  incorporated  herein by reference from
                           the  Company's  (SEC  File No.  0-21566)  Report on Form  10-Q for the  period  ended
                           December 31, 1994, Item 6, Exhibit 10.07.
         10.07             The  Company's  1994 Stock Option Plan for  Non-Employee  Directors  is  incorporated
                           herein by reference  from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q
                           for the period ended December 31, 1994, Item 6, Exhibit 10.08.
         10.08             The Company's Fiscal 2000 Non-Qualified  Stock Option Plan is incorporated  herein by
                           reference  from the  Company's  (SEC File No.  333-87825)  Registration  Statement on
                           Form S-8 filed September 27, 1999, Exhibit 4.2.
         10.09             The Company's 1999 Consultant  Compensation Plan is incorporated  herein by reference
                           from the  Company's  (SEC  File No.  333-65761)  Registration  Statement  on Form S-8
                           filed October 15, 1998, Exhibit 4.2.
         10.10             Amended and Restated  Agreement  dated  September 1, 1999 between  Genesee  Holdings,
                           Inc.,  successor  in  interest  to GFL Ultra  Fund,  Ltd.,  on the one hand,  and the
                           Company and Paul J. Montle,  on the other hand, is  incorporated  herein by reference
                           from the Company's (SEC File No.  0-21566)  Annual Report on Form 10-SBK for the year
                           ended June 30, 1999, Part IV, Item 13(a), Exhibit 10.13.
         10.11             Amendment No. 4 to the Company's 1993 Stock Option Plan.
         10.12             Amendment  No.  1  to  the  Company's   1994  Stock  Option  Plan  for   Non-Employee
                           Directors.
         10.13             Amendment  No.  2  to  the  Company's   1994  Stock  Option  Plan  for   Non-Employee
                           Directors.
         27                Financial Data Schedule

          (b)     Reports on Form 8-K

                  The Registrant filed no report on Form 8-K during the last quarter of its 2000 fiscal year.`

# INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
  Eurbid.com, Inc.
  (formerly LS Capital Corporation)
  Houston, Texas

We have audited the
accompanying consolidated balance sheet of Eurbid.com, Inc. (formerly LS Capital
Corporation), as of June 30, 2000, and the related consolidated statements of
income, stockholders equity, and cash flows for each of the two years in
the period ended June 30, 2000. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of Eurbid.com, Inc. as of June 30, 2000, and the results
of its operations and its cash flows for each of the two years in the period
ended June 30, 2000 in conformity with generally accepted accounting principles.

MALONE & BAILEY, PLLC
Houston, Texas

October 10, 2000

F - 1

`Eurbid.com, Inc.
                                          (formerly LS Capital Corporation)
                                             Consolidated Balance Sheet
                                                    June 30, 2000


         ASSETS

Current Asset
  Cash                                                                             $         9
  Prepaid professional fees                                                             17,487
                                                                                   -----------
         Total Current Assets                                                           17,496
                                                                                   -----------

Land held for resale                                                                    21,634
                                                                                   -----------
         TOTAL ASSETS                                                              $    39,130
                                                                                   ===========



         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                                 $   550,602
  Accrued expenses                                                                     327,182
  Notes payable to affiliates                                                          185,885
                                                                                    -----------
         Total Current Liabilities                                                   1,063,669
                                                                                    -----------

Stockholders' Equity
  Preferred stock, $.01 par, 10,000,000 shares authorized,
         no shares issued or outstanding                                                  -
  Common stock, $.01 par, 50,000,000 shares authorized,
         1,363,721 shares issued and outstanding                                       136,372
  Paid in capital                                                                   27,468,781
  Accumulated (deficit)                                                            (28,629,692)
                                                                                   -----------
         Total Stockholders' Equity (deficit)                                       (1,024,539)
                                                                                   -----------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    39,130
                                                                                   ===========





                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 2`

`Eurbid.com, Inc.
                                          (formerly LS Capital Corporation)
                                           Consolidated Income Statements
                                     For the Years Ended June 30, 2000 and 1999


                                                                                        2000                1999
                                                                                     ---------           ---------

Sales                                                                                                    $   3,288

Operating Expenses
  Mining exploration costs                                                                                  31,786
  General and administrative                                                         $ 385,171             530,973
  Writedown of mining claims carrying value                                             50,000             184,423
  Depreciation and amortization                                                                              3,407
                                                                                     ---------           ---------
                                                                                       435,171             750,589
                                                                                     ---------           ---------

         Operating Loss                                                               (435,171)           (747,301)

Other income and (expense)
  Debt forgiveness                                                                                         631,652
  Gain on sale of marketable equity securities                                                             106,448
  Interest income                                                                                              684
  Gaming license refund                                                                  7,969
  Gain (loss) on equipment disposal                                                      8,000            (  3,907)
                                                                                     ---------           ---------
                                                                                        15,969             734,877
                                                                                     ---------           ---------

         Net (loss)                                                                  $(419,202)          $( 12,424)
                                                                                     =========           =========


Net loss per common share                                                              $(.353)              $(.016)

Weighted average common shares outstanding                                          1,188,538              765,720



                                  See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 3`

`Eurbid.com, Inc.
                                          (formerly LS Capital Corporation)
                                          Statement of Stockholders' Equity
                                     For the Years Ended June 30, 2000 and 1999


                              Common Stock                       Paid In           Accumulated
                                  Shares        Amount           Capital            (Deficit)              Totals
                                ---------      -------         -----------        ------------         -----------

Balances,
  June 30, 1998                   703,921      $ 7,039         $27,075,372        $(28,198,066)        $(1,115,655)

Shares issued for
  - services                      104,800        1,048             127,234                                 128,282
  - debt
    cancellation                   60,000          600              74,400                                  75,000

Net (loss)                                                                         (    12,424)         (   12,424)
                                ---------      -------         -----------        ------------         -----------

Balances,
  June 30, 1999                   868,721        8,687          27,277,006         (28,210,490)           (924,797)

Shares issued for
  - cash                          104,000        1,040              37,960                                  39,000
  - services                      391,000        3,910             276,550                                 280,460

Net (loss)                                                                          (  419,202)         (  419,202)
                                ---------      -------         -----------        ------------         -----------

Balances,
  June 30, 2000                 1,363,721      $13,637         $27,591,516        $(28,629,692)        $(1,024,539)
                                =========      =======         ===========        ============         ===========



                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 4`

`Eurbid.com, Inc.
                                        Statements of Consolidated Cash Flows
                                     For the Years Ended June 30, 2000 and 1999


                                                                                        2000                1999
                                                                                     ---------           ---------
CASH FLOWS FROM OPERATIONS
  Net (loss)                                                                        $(419,202)          $( 12,424)
  Adjustments to reconcile net deficit
    to cash provided from operating activities
         Depreciation and amortization                                                                      3,407
         Common stock issued for services                                             262,973             128,282
         Writedown of mining claims                                                    50,000             184,423
         Debt forgiveness income                                                                         (631,652)
         Gain on sale of marketable securities                                                           (106,448)
    Changes in:
         Receivable from affiliated parties                                            81,400
         Accounts payable                                                            ( 35,848)             82,255
         Accrued expenses                                                              90,000              41,054
                                                                                     ---------           ---------
         NET CASH (USED BY) OPERATING ACTIVITIES                                     ( 52,077)           (229,702)
                                                                                     ---------           ---------

CASH FLOWS (USED BY) INVESTING ACTIVITIES
  Proceeds from sale of marketable securities                                                             116,622

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances by affiliates                                                                13,085            112,800
  Issuance of common stock                                                              39,000
                                                                                     ---------           ---------
         NET CASH FROM FINANCING ACTIVITIES                                             52,086            112,800
                                                                                     ---------           ---------

NET INCREASE (DECREASE) IN CASH                                                              9           (    280)

Cash at beginning of period                                                                  0                280
                                                                                     ---------           ---------

Cash at end of period                                                                $       9          $       0
                                                                                     =========           =========


                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 5`

Eurbid.com, Inc.
                                          (formerly LS Capital Corporation)
                                            NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations.
Eurbid.com, Inc. (Company) is a Delaware corporation formed December
30, 1992, to develop and operate casinos and related resort facilities. During
the fiscal years 1997 - 1999, the Company acquired interests in gold mining
claims and exploration and development of those claims. Currently, the Company
has no operations. The fiscal year-end is June 30. On October 3, 2000, the
shareholders approved a change in the corporate name from LS Capital
Corporation to Eurbid.com, Inc. The shareholders also approved
a 1 for 25 reverse stock split. The financial statements are restated to reflect
this split for all periods presented.

Use of estimates. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Consolidation.  The consolidated financial statements include varying ownership interests in nine different currently inactive
corporations.  All significant intercompany transactions have been eliminated.

Cash and cash equivalents.
For purposes of the cash flow statement, the Company considers highly liquid
investments with maturities less than 90 days as cash and cash equivalents.

Income taxes are not due
since the Company has had substantial losses since inception.

Reclassifications of
certain prior year amounts were made to conform with the current year
presentation.

Non-cash transaction. The
Company purchased a mining claim in Canada for $50,000 in September 1999 with a
promissory note due September 30, 2001 with interest at 8%, and an option to
convert into 100,000 shares of stock.

NOTE 2 - FORGIVENESS OF DEBT

In the early 1990s, the
Company incurred substantial unpaid debts in connection with its casino site
exploratory activities through its various subsidiaries. The Companys
policy is to recognize as debt forgiveness income any such liabilities for which
no attempt at collection has been made for more than the statute of limitations
period in each state in which the debts were incurred. During the years ended
June 30, 2000 and 1999, $0 and $632,000, respectively, of such liabilities were
written off as forgiveness of debt income.

NOTE 3 - INCOME TAXES

Net operating losses of
$3,200,000 are available as of June 30, 2000, to offset future taxable income.
Of this amount, about $260,000 is restricted to about $15,000 per year, due to
the Internal Revenue code Section 382 limitation relating to significant changes
in ownership, which occurred in October 1996. These net operating losses expire
$200,000 in 2012, $2,600,000 in 2013, and 400,000 in 2020.

F-6

Eurbid.com, Inc.
                                          (formerly LS Capital Corporation)
                                            NOTES TO FINANCIAL STATEMENTS

NOTE 4 - COMMITMENTS AND CONTINGENCIES

The Company is pursuing a
claim against Full House Resorts, Inc., Allen E. Paulson, Donaldson, Lufkin
& Jenrette Securities Corporation and My Dang to enforce an agreement to
jointly acquire and relocate a casino to the Companys former site in
Biloxi, Mississippi in 1994. There is no remaining counter-claim against the
Company. The ultimate outcome of this proceeding cannot be determined.

NOTE 5 - STOCK OPTIONS AND WARRANTS

Beginning in 1997, the
Company adopted the disclosure requirements of FASB Statement 123, Accounting
for Stock Based Incentive Plans. The Company has granted options pursuant to its
stock option plans. Grants are made at managements discretion, and are
compensation for services. In addition, the Company issues stock warrants from
time to time to employees, consultants, stockholders and creditors as additional
financial incentives. The stock option plans and warrants issuances are
administered by the Board of Directors of the Company, who have substantial
discretion to determine which persons, amounts, time, price, exercise terms, and
restrictions, if any. Both options and warrants carry certain anti-dilution
provisions concerning stock dividends or splits, mergers and reorganizations.
Options differ from warrants in that most of the options awards have employment
termination restrictions, vesting periods and are non-transferable. In contrast,
all warrants issued are immediately exercisable and are assignable.

The Company uses the
intrinsic value method of calculating compensation expense, as described and
recommended by Accounting Principles Board (APB) Opinion No. 25 (Accounting for
Stock Issued to Employees) and permitted by FASB Statement 123. Options for
2,500,000 shares at $.0136 (100,000 at $.34, restated for the reverse stock
split described in Note 1) were issued and exercised during fiscal 2000. No
options or warrants were issued during fiscal 1999.

Summary information is as follows:

`Weighted                         Weighted
                                                                      Average                          Average
                                                                        Share                            Share
                                                      Options           Price         Warrants           Price
                                                      -------       ---------         --------       ---------
Year ended June 30, 1998:
         Granted and outstanding                        83,128     $   24.50             17,392      $  316.25
Year ended June 30, 1999:
         Expired                                        (    8)       625.00            ( 3,120)      1,875.00
                                                      -------       ---------         --------       ---------
Outstanding at June 30, 1999                            83,120        $24.50             14,272         153.75
Year ended June 30, 2000:
         Expired                                        (  240)     2,317.75            ( 9,152)         25.00
                                                      -------       ---------         --------       ---------
Outstanding at June 30, 2000                            82,880     $   24.50              5,440      $   34.00
                                                      =======       =========         ========       =========





                                                         F-7`

Eurbid.com, Inc.
                                          (formerly LS Capital Corporation)
                                            NOTES TO FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS AND WARRANTS (continued)

Additional disclosures as of June 30, 2000 are:

`Options           Options         Options
                                                                  $6.50-18.75          $25-51       $390-3,125
                                                                  -----------         -------       ----------
         Total options
           Number of shares                                            76,000           6,440             440
           Weighted average exercise price                             $11.75          $25.25           $2,711
           Remaining life                                             5 years         7 years          4 years
         Currently exercisable options
           Number of shares                                            61,800           4,840              440
           Weighted average exercise price                             $10.25           $6.00           $2,711


                                                                                    Warrants          Warrants
                                                                                    $10-18.75             $125
                                                                                    ---------         --------
         Total warrants
           Number of shares                                                             4,240            1,200
           Weighted average exercise price                                             $11.25          $125.00
           Remaining life                                                              1 year           1 year`

All warrants are currently exercisable.

Had compensation cost for
the Companys issuances of stock options and warrants been determined based
on the fair value on the grant dates for awards under those plans consistent
with the Black-Scholes option-pricing model suggested by FASB Statement 123, the
Companys losses and net loss per share would have been increased to the
pro forma amounts indicated below:

`(in thousands)                                                2000            1999
                                                                                    ---------        ---------
                                  Net loss                      - As reported          $(419)          $(  12)
                                                                  - Pro forma           (611)            (197)

         Net loss per share                       -As reported       $( 0.35)        $( 0.02)
                                                                  - Pro forma        $( 0.51)         $( 0.26)`

Variables used in the
Black-Sholes option pricing model include (1) 5.5% risk-free interest rate, (2)
expected option life is the actual remaining life of the options as of year-end,
(3) expected volatility is the actual historical price fluctuation volatility
and (4) zero expected dividends.

F-8

# SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  Exchange  Act of 1934,  LS
Capital  Corporation  has duly  caused  this  annual  report on Form  10-KSB  to be signed on its  behalf by the
undersigned, thereunto duly authorized.

Dated:   October 12, 2000

EURBID.COM, INC.
(Registrant)

|By | /s/ Paul J. Montle
         ______________________________
                 Paul J. Montle
Chief Executive Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) | 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

`Name                                Title                              Date

/s/ Paul J. Montle                  Chairman of               October 12, 2000
---------------------------
Paul J. Montle                      the Board



/s/ Roger W. Cope                   Director                  October 12, 2000
---------------------
Roger W. Cope



/s/ C. Thomas Cutter                Director                  October 12, 2000
--------------------------
C. Thomas Cutter`

# EXHIBIT INDEX

`Exhibit
         Number   Description

         4.01              Certificate of  Incorporation  of the Company filed December 30, 1992 is incorporated
                           herein  by  reference  from  the  Company's  (SEC  File  No.  33-57998-D)  Form  SB-2
                           Registration Statement filed April 29, 1993, Item 27(a), Exhibit 3.1.
         4.02              Bylaws of the Company are  incorporated  herein by reference  from the Company's (SEC
                           File No.  33-57998-D)  Form SB-2  Registration  Statement  filed April 29, 1993, Item
                           27(a), Exhibit 3.2.
         4.03              Certificate  of  Amendment  of  Certificate  of   Incorporation  of  the  Company  is
                           incorporated  herein by reference from the Company's (SEC File No.  33-57998-D)  Form
                           SB-2 Registration Statement filed April 29, 1993, Item 27(a), Exhibit 3.5..
         4.04              Amendment to Certificate  of  Incorporation  filed  February 2, 1995 is  incorporated
                           herein by reference  from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q
                           for the period ended December 31, 1994, Item 6, Exhibit 3.01
         4.05              Certificate  of  Designation,  Preferences,  Rights  and  Limitations  of 12%  Senior
                           Convertible  Preferred  Stock of the Company filed January 25, 1993, is  incorporated
                           herein  by  reference  from  the  Company's  (SEC  File  No.  33-57998-D)  Form  SB-2
                           Registration Statement filed April 29, Item 27(a), Exhibit 4.1.
         4.06              Certificate of Amendment of Certificate  of  Incorporation  of the Company filed June
                           26,  1996 is  incorporated  herein  by  reference  from the  Company's  (SEC File No.
                           0-21566)  Annual Report on Form 10-K for the year ended June 30, 1996,  Part IV, Item
                           14(c), Exhibit 4.06.
         4.07              Certificate  of  Amendment  of  Certificate  of  Incorporation  of the Company  filed
                           October 3, 2000.
         10.01             The Company's  1993 Stock Option Plan is  incorporated  herein by reference  from the
                           Company's (SEC File No.  33-57998-D ) Form SB-2  Registration  Statement  filed April
                           29, 1993, Item 27(a), Exhibit 10.8.
         10.02             Amendment to the Company 1993 Stock Option Plan is  incorporated  herein by reference
                           from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q for the period ended
                           September 30, 1994, Item 6, Exhibit 10.8.
         10.03             Amendment  No. 2 to the  Company  1993 Stock  Option Plan is  incorporated  herein by
                           reference  from the  Company's  (SEC  File No.  0-21566)  Report on Form 10-Q for the
                           period ended December 31, 1994, Item 6, Exhibit 10.02.
         10.04             Amendment  No. 3 to the  Company  1993 Stock  Option Plan is  incorporated  herein by
                           reference  from the  Company's  (SEC  File No.  0-21566)  Report on Form 10-Q for the
                           period ended December 31, 1994, Item 6, Exhibit 10.03.
         10.05             The Company's 1994 Employee Stock Purchase Plan is  incorporated  herein by reference
                           from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q for the period ended
                           December 3, 1994, Item 6, Exhibit 10.06.
         10.06             The Company's  Capital  Accumulation  Plan is  incorporated  herein by reference from
                           the  Company's  (SEC  File No.  0-21566)  Report on Form  10-Q for the  period  ended
                           December 31, 1994, Item 6, Exhibit 10.07.
         10.07             The  Company's  1994 Stock Option Plan for  Non-Employee  Directors  is  incorporated
                           herein by reference  from the Company's  (SEC File No.  0-21566)  Report on Form 10-Q
                           for the period ended December 31, 1994, Item 6, Exhibit 10.08.
         10.08             The Company's Fiscal 2000 Non-Qualified  Stock Option Plan is incorporated  herein by
                           reference  from the  Company's  (SEC File No.  333-87825)  Registration  Statement on
                           Form S-8 filed September 27, 1999, Exhibit 4.2.
         10.09             The Company's 1999 Consultant  Compensation Plan is incorporated  herein by reference
                           from the  Company's  (SEC  File No.  333-65761)  Registration  Statement  on Form S-8
                           filed October 15, 1998, Exhibit 4.2.
         10.10             Amended and Restated  Agreement  dated  September 1, 1999 between  Genesee  Holdings,
                           Inc.,  successor  in  interest  to GFL Ultra  Fund,  Ltd.,  on the one hand,  and the
                           Company and Paul J. Montle,  on the other hand, is  incorporated  herein by reference
                           from the Company's (SEC File No.  0-21566)  Annual Report on Form 10-KSB for the year
                           ended June 30, 1999, Part IV, Item 13(a), Exhibit 10.13.
         10.11             Amendment No. 4 to the Company's 1993 Stock Option Plan.
         10.12             Amendment  No.  1  to  the  Company's   1994  Stock  Option  Plan  for   Non-Employee
                           Directors.
         10.13             Amendment  No.  2  to  the  Company's   1994  Stock  Option  Plan  for   Non-Employee
                           Directors.
         27                Financial Data Schedule`