SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the fiscal year ended December 31, 2000

                                        or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from ______________ to ________________

Commission File Number 000-21566


                               Junum Incorporated
                               ------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                     84-1219819
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization.)

          1590 Corporate Drive
             Costa Mesa, CA                                    92626
-----------------------------------------           ----------------------------
(Address of principal executive officers)                    (Zip Code)

Issuer's telephone number, including area code:  (714) 979-5063

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

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, Par Value $0.01
                          -----------------------------
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 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-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this From 10-K or any amendment to this Form 10-K [X]

         The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) $47,513,672 (6,553,610
outstanding shares at $7.25 per share, as of April 12, 2001)

         Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 19,503,610 shares
of common stock, as of April 12, 2001

<PAGE>

                                     PART I

Item 1. DESCRIPTION OF BUSINESS

The Business

Junum Incorporated (hereinafter referred to as the "Company" or "JUNUM") is a
financial technology company engaged in Credit Management, Debt Exchange and
Financial Services. Credit Management works towards improving a Member's Credit
Rating and protecting their Credit Identity through the removal of inaccurate,
outdated and unverifiable information from their credit reports. This membership
service is for individuals, small businesses and corporations with reoccurring
monthly charges. Debt Exchange offers consumers and small businesses that may
have become delinquent on a debt the opportunity to regain their credit
standing. Financial Services uses the Company's patent-pending Analysis Engine
to match its members' credit status with loans, leases and other credit offers
from the Company's lending partners. The Company has filed eight applications
for patents surrounding its three main business units. There is no assurance,
however, that any of these patents ultimately will be granted. If any of the
patent applications is denied, this could materially and adversely affect the
Company's financial condition and results of operations.

Credit Management

Credit Management provides comprehensive membership services to individuals and
small businesses and corporations that work to improve members' credit rating
and credit identity through the removal of inaccurate, outdated and unverifiable
information from their credit reports. Credit Management further analyzes and
presents suggestions for improving members' credit standing, presenting
notifications of credit inquiries/activities that could signal credit or
identity fraud and providing comprehensive educational opportunities. The
Company depends on original creditor and credit bureaus for the ultimate
authority in removal of inaccurate, outdated and unverifiable information.

Debt Exchange

Debt Exchange offers consumers and small businesses that may have become
delinquent on a debt the opportunity to regain their credit standing. Through
acquired debt portfolios, JUNUM(tm) offers to reconstitute the non-performing
debt into a new performing receivable through the JUNUM(tm) Credit Card combined
with JUNUM(tm) membership. In December 2000, the Company purchased a $352.5
million dollar debt portfolio containing non-performing credit card debt
representing 189,000 individual accounts. There is no assurance that any of the
debt will be converted.

Financial Services

Financial Services is designed to match members with lenders' financial products
and provide benefits complementary to Credit Management and Debt Exchange. A
private label JUNUM(tm) Credit Card gives members the opportunity to establish
positive credit through monthly payments. An Analysis Engine, currently in
testing phase, is expected to pre-qualify members' credit standing with loans
from the Company's e-Lending Partners. Extensive educational opportunities
include Ask the Expert, the Resource Center, a monthly Credit and Financial
Newsletter and a Budget Calculator. Student Services also are available to
identify loan resources and consolidation for this population. The Company
depends on lenders' acceptance of the JUNUM system and method financial
services.

The Company was founded in October 1999 concurrent with the purchase of
certain assets of an existing company in the credit management field with a
nine-year operating history.

The corporate headquarters of the Company is located at 1590 Corporate Drive,
Costa Mesa, California 92626, and its telephone number is (714) 979-5063. The
Company's website is www.junum.com.

<PAGE>

Background

Junum.Com History

Junum.com was formed on October 25, 1999. On that date Junum.com had acquired
the assets of NCCN. The Company developed its core technology from October 1999
through April 2000. In April 2000 the Company launched its product and began
proof-of-concept marketing efforts through its Las Vegas, Nevada location. The
Company discontinued its proof-of-concept operations on September 30, 2000. The
Company has transitioned to more traditional internet marketing techniques for
customer acquisition, specifically through business-to-business relationships.

Eurbid.Com History

In February 1999, EURBID.COM, INC., primarily due to unavailability of capital
to develop its technologies, discontinued its primary business of mining. Since
ceasing its efforts in the precious minerals industry, EURBID.COM, INC. focused
its attention on Internet-related businesses. By November 2000 EURBID.COM, INC.
had no operations. In November 2000 EURBID.COM, INC. changed its name to Junum
Incorporated and acquired approximately 80.05% of Junum.com, Inc in a IRS Rule
368 tax free stock for stock exchange pursuant to which the former shareholders
of junum acquired substantially all of the capital stock of EURBID.COM, INC.

Corporate Structure

Junum Incorporated, a Delaware corporation, is the public parent company which
owns approximately 88.73% of Junum.com, Inc., a Nevada Corporation.

Overview

A consumer credit report provides a financial fingerprint of an individual.
Lenders use credit reports and credit scores (an algorithm of information in the
credit report) as the basis for granting loans, credit cards, mortgages and
leases. Increasingly, insurance companies and employers also are using the
credit report as a factor to determine insurance rates and in offering
employment - making this pivotal document one of the most important financial
documents in an individual portfolio. Many larger banks, and particularly those
offering quick-answer-loans-by-phone, make their decision based solely on the
caller's credit score. On this subject, the federal Fair Credit Reporting Act
stated in its Congressional findings that "the banking system is dependent upon
fair and accurate credit reporting" and that "there is a need to ensure that
consumer credit reporting agencies exercise their grave responsibilities with
fairness, impartiality, and a respect for the consumer's right to privacy."

The Company's services address this need for fair and accurate credit reporting
through its three core products: Credit Management, Debt Exchange and Financial
Services. Consumers and small business owners access these services via their
MyJUNUM(tm) account on the Company's Web Site at www.JUNUM.com. MyJUNUM(tm) is
an online personal membership financial tool that allows consumers to view
personal credit and financial information in a secure environment, interact with
JUNUM(tm) experts and customer service, access JUNUM(tm) services, view and
manage their account and facilitate action. Only JUNUM(tm) members have access
to MyJUNUM(tm) and certain services. Members are those consumers and small
business owners who sign the online membership agreement and subscribe. Members
pay membership fees that range from $14.95 per month for an individual to
$39.95 per month for a small business.

Credit Management

The primary goal of Credit Management is working toward maintaining and
protecting credit-reporting accuracy on behalf of the Members. Although the Fair
Credit Reporting Act gives individual consumers the right to dispute the
information on their credit reports, the process is complex, time consuming and
out of the scope of the average consumer.



<PAGE>

Credit Profile Management(TM) ("CPM"), a foundational product, works on members'
behalf to improve their credit ratings and credit identities through the removal
of inaccurate, outdated and unverifiable information from their credit reports.
Credit Monitoring & Analysis presents an in-depth, personal credit analysis
report delivered via e-mail into a member's personal online MyJUNUM(tm) account
along with proposed methods for improving credit scores. Identity Theft
Notification is designed to give automatic notifications of credit
inquiries/activities and potential identity theft or credit fraud which is
discovered by JUNUM during routine credit review processing. Credit Reports
Online is a service that gives members instant access to their three credit
reports online from their MyJUNUM(tm) membership account. Management believes
that this online credit report service is a unique service of JUNUM(tm). Many
members have reported using this feature while at a lender's location during the
credit application process.

Debt Exchange

Debt Exchange is a separate and distinct business unit operating as a wholly
owned subsidiary under the name Voleran, Inc., a Nevada Corporation. Voleran
offers consumers and small businesses that may have become delinquent on a debt
the opportunity to regain their credit standing. Through acquired debt
portfolios, JUNUM(tm) intends to reconstitute the non-performing debt into a new
receivable through the JUNUM(tm) Credit Card combined with JUNUM(tm) membership.
Targeted debt exchange opportunities include non-performing consumer and
commercial loans, credit card debt, student loans, medical accounts and
unsecured loans. The Company plans to sell the new receivables into the
Securitization Markets after positive payment patterns have been demonstrated.
On March 16, 2001, JUNUM(tm), Inc. acquired certain assets and intellectual
processes from Infobase for $61,000 and 40 shares of Series C Preferred
Convertible Stock, based on certain performance measures.

Financial Services

The Financial Services business unit provides products complementary to Credit
Management and Debt Exchange. A private-label JUNUM(tm) Credit Card gives
members the opportunity to establish positive credit through monthly payments.
This card, underwritten by Sterling Bank & Trust, is a VISA that improves the
credit rating with timely payments. Currently in its testing phase, the
Company's Analysis Engine has the capability of matching members' credit
standing with loan offers from the Company's e-lending partners. These
opportunities will be presented in a continuing stream in members' MyJUNUM(tm)
account.

Educational opportunities and an online credit community are available on the
site. Educational services include Ask the Expert and self-help tools such as
the Resource Center, Credit Newsletter, Credit and Score Quiz, Community Forum,
e-Credit Download Guide and Budget Calculator.

Membership

The Company's services are distributed via memberships with monthly membership
fees. The Company works towards removal of derogatory information, which is
inaccurate, outdated or unverifiable, from the credit report by the bureaus, and
levies an additional charge per deletion per report.

Membership sign-up occurs online at the Company's Internet web site at
www.JUNUM.com. Using electronic signatures in accordance with the E-Sign Act of
2000 has streamlined Membership Agreements and the associated legal documents
into an instant, online procedure, giving the Company the ability to improve
operational efficiency and process a mass volume of members.

Technology

The Company has developed three primary systems for the delivery, distribution
and marketing of its products: the Internet, Intranet and Extranet.

The JUNUM(tm) Internet provides a seamless, single point of contact for the
delivery of the Company's products to its members and users. Member sign-up
occurs through an automated online process expedited by digital signature
documents. The MyJUNUM(tm) membership account functions as the tool for
accessing services, ordering credit reports from the credit bureaus online,
digitally storing and viewing credit reports at any time, up-to-the-minute
tracking of JUNUM(tm)'s progress in managing the reports, receiving an in-depth
credit analysis, ordering a JUNUM(tm) credit card, receiving information from
JUNUM(tm) and reviewing billing and account history. A "Human Click (TM)"
component on the Web Site enables members and users to converse online, in real
time with a live JUNUM(tm) Customer Service Representative.


<PAGE>

The Company Intranet serves as an internal system and process control for
Company management. The Intranet provides tracking of sales and marketing
promotions, data integration from referrals, data analysis and reporting. The
Intranet is also used to store membership data and by the Company's Customer
Service Department for communicating with members via email, telephone and mail.

Junum has developed an Extranet which functions as an environment where
authorized external entities interface with JUNUM(tm). The Extranet allows these
external alliances to manage, review and track data specific to their entity,
such as referrals, referral fees and referral results. The Extranet also serves
as the coordination center for the Company's e-partners, which are companies who
have referred clients and potential clients who have been previously
disqualified or financed at higher rates for membership and credit redemption. A
remarketing process enables the Company's e-partners to monitor and re-market
their referrals when their credit ratings have reached the e-partners' threshold
level. This gives our e-partners the opportunity to have a second chance to sell
their products to these consumers. The dynamic environment of the Extranet
enables it to be customized easily to accommodate a variety of applications.

To ensure performance, reliability and security of its online systems, the
Company contracts with Exodus Communications for its co-location and 24/7
redundant systems management.

Technology Development

JUNUM(tm) has developed technologies for its primary systems involved in
membership services for Credit Management, Debt Exchange and Financial Services.
The Company has completed development of the second-generation technology for
services which involve MyJUNUM(tm), primary Internet sites (www.junum.com &
www.junum.net), internal business processes and Credit Management. The Company
has completed development of its first-generation technology services for Debt
Exchange and Financial Services.

The Company employs the latest security technology and processes for the safety
of members and business partner information, using state-of-the-art,
best-of-bread security solutions to deter and ward off cyber intruders. All
transactions are encrypted using SSL 3.0 (Secured Sockets Layer) and logged for
analysis. The deployment of Firewalls and Intrusion Detection Systems within our
infrastructure allows us to monitor and alert internal and external Security
Personnel. The Company retains a third-party security firm to perform scheduled
and unscheduled audits. This firm works with our Director of Security to
maintain the high-level security status that is required by our members.

Current technology infrastructure development should allow the Company to manage
approximately 100,000 members or 3 million simultaneous transactions without
requiring major technology and infrastructure upgrades. However, the Company may
be required to substantially increase its overhead costs and increase personnel
necessary for this type of volume.

Intellectual Property

The Company created a wholly-owned subsidiary, JUNUM Intellectual Property
Holding Company, Inc., a Nevada Corporation, in which all Company intellectual
property will reside. The Company has invested significant resources in securing
and protecting its intellectual property rights both domestically and
internationally. Development of the technologies necessary to deliver the
Company's primary products and services began with the Company's founding. To
date, eight utility patent applications relating to the Company's technologies
have been filed with the United States Patent and Trademark Office, all of which
have been assigned to the Company. These patent applications represent automated
processes, tools and systems that enhance the credit maintenance, procurement
and granting cycle for Internet delivery of membership-based financial services
built on the foundation of Credit Profile Management. There is no assurance,
however, that any of these patents will ultimately be granted. If any of the
patent applications is denied, this could materially and adversely affect the
Company's financial condition and results of operations.

The Company currently maintains eight (8) pending federal trademark applications
at the United States Patent and Trademark Office, as well as trademark
applications in Mexico and several countries in South America and Europe. There
is no assurance that any of these trademarks will ultimately be granted. If any
of these trademarks is denied, this could materially and adversely affect the
Company's financial condition and results of operations. The Company continues
to devote resources for the protection and development of trademarks globally.


<PAGE>

The Company has further applied for rights to the JUNUM(tm) trademark by
registering several country-specific domain names throughout the world. Examples
include: JUNUM(tm).co.uk (United Kingdom), JUNUM.com.mx (Mexico) and
JUNUM.com.ar (Argentina.)

Industry Overview

The financial services industry is comprised of a range of consumer and
commercial oriented companies that offer a wide number of products in the
banking, insurance and securities industries. Within these industry segments,
many companies tend to operate in distinct and somewhat isolated niche markets.

Credit Management Industry

The credit management industry is an outgrowth under the regulation of the Fair
Credit Reporting Act, which was passed by the United States Congress originally
in 1970 and amended in 1996 (the "FCRA"). The FCRA states that its purpose is to
"require that consumer reporting agencies adopt reasonable procedures for
meeting the needs of commerce for consumer credit, personnel, insurance, and
other information in a manner which is fair and equitable to the consumer, with
regard to the confidentiality, accuracy, relevancy, and proper utilization of
such information in accordance with the requirements of this title."

The three national credit reporting agencies, Equifax, Trans Union and Experian,
each process more than two billion pieces of information from creditors each
month. In addition, over two million credit reports are issued each business day
in the United States, according to Associated Credit Bureaus, Inc., the trade
organization for credit bureaus. These pieces of information are the basis for
acquiring loans, leases and employment. During the past two years, insurance
companies also have come to rely increasingly on an individual's credit report
as a factor in determining insurance rates.

As the FCRA further reports, "The banking industry is dependent upon fair and
accurate credit reporting" and "inaccurate credit reports directly impair the
efficiency of the banking system, and unfair credit reporting methods undermine
the public confidence which is essential to the continued functioning of the
banking system." However, studies by CONSUMER REPORTS and the U.S. PUBLIC
INTEREST RESEARCH GROUP show that up to 70% of credit reports have errors
serious enough to "derail a loan or deflect an offer." The types of errors that
can be found in credit reports can vary greatly. Personal information may be
misspelled, outdated or belong to someone with a similar name. Reports may
contain information on accounts that have been long closed or paid off. They
also may be missing vital information, such as steady mortgage payments, that
could boost a consumer's credit worthiness.

Primary customer groups for credit management include small businesses and
individual consumers, with both prime and sub-prime credit ratings. Market
potential for credit management services includes anyone with a social security
number and credit rating (estimated at 250 million in 1993), which includes the
majority of the adult population in the United States (over 194 million in
1999).

Debt Exchange Industry

Debt Exchange targets a distinct and separate market. Over the past several
years an established industry has been developed for the sale and acquisition of
debt. It is now common for all types of debt, whether consumer or commercial,
and secured or unsecured, to be subject to sale. Creditors have found that the
sale of debt is an attractive alternative to attempting to collect past-due
obligations themselves. Although creditors are selling some performing debt, a
substantial portion of the debt is non-performing and requires intensive
collection effort by the purchaser in order to recover the debt.

In 1999, approximately $216 billion in non-performing debt was placed for
collection with professional, third-party debt collection agencies. The market
for buying and selling these portfolios, while virtually non-existent 10 years
ago, exceeded $40 billion in face value during 1999.

<PAGE>

According to a March 2000 report released from the Federal Reserve Board, credit
card debt to bank customers reached beyond the $500 billion mark in the fourth
quarter, with the average amount of seriously delinquent card debt hovering over
2% of bank debt outstanding. The report also stated that yearly charge-offs
averaged one dollar for every $22 of card debt outstanding on banks' balance
sheets. Further evidence of an increasing trend in consumer debt is the recent
estimate, made by the Bureau of Labor Statistics, showing that employment in the
collection industry is expected to grow at a faster than average rate through
the year 2008. The Bureau of Labor Statistics attributes the fast growth to the
rising level of consumer debt.

Approximately 60,000 mostly private debt collection companies exist in the
United States that recover approximately $26 billion from delinquent borrowers
each year. The Company is the only company to bundle JUNUM(tm) membership and
its credit redemption service with this offering, providing an opportunity to
both alleviate the debt and correct the credit reports.

Competition

Financial Services

The competition among financial services companies is intense. This generally
reflects the commodity-like nature of most financial service products. Even
companies that are fairly unique face competition from companies that offer
acceptable, if not exact, substitutes. Even major credit card companies that
have previously only focused on prime credit consumers have begun to expand into
the sub-prime market in search of additional revenue streams. Companies such as
Next Card, Providian and CompuCredit are focusing on this market. Despite the
growing number of competitors targeting the sub prime market, management
believes that JUNUM(tm)'s market niche has substantial potential for significant
revenue and growth opportunities.

The Company believes that the major competitors in the financial services market
space have not yet developed a program to address the needs of the sub prime
consumer. Their business models do not cater to the credit redemption needs of
the average sub-prime consumer and, therefore, offer neither the credit
flexibility nor the substantial credit management services of JUNUM(tm).

Credit Management

For an individual consumer, verifying and maintaining the ongoing accuracy of
the credit profile and disputing errors requires time, effort, perseverance,
knowledge and initiative. The majority of Americans are not able to stay abreast
of their credit profiles, and their attempts to do so often result in
frustration. Simply put, the burden is on the consumer to find the error and get
it fixed.

There are only a few avenues open to consumers in search of reputable credit
rehabilitation services. One option available to consumers is retaining legal
counsel. Legal services facilitate credit disputes and create value in the form
of improved service, reliability and quality - but at an extremely high cost and
with little or no credit education. Credit Counselors are another option
available to consumers. Counselors are usually certified and usually offer their
analysis and advice on a per-customer basis. The inherent weakness in these
services is the manually intensive nature of the processes; there is a limit to
the number of cases that can be facilitated each year. In addition, the credit
repair industry is generally known to be very susceptible to fraud. Many
consumers are very cautious and concerned that credit repair professionals may
defraud the consumer and make false promises.

In light of this situation, a number of Internet-based credit repair companies
have materialized to capitalize on the emerging need for credit management.
Creditrepair.com is representative of the Internet-based companies offering
credit repair. This company offers an online booklet of do-it-yourself guides,
tapes and testimonials, combined with an a great deal of information that JUNUM
believes does not offer a simple and easy-to-use program of assistance for
credit management. Moreover, JUNUM believes it is the same type of program that
has been in existence for years and has not solved the long-term problem that
the majority of Americans have: credit report errors and other related problems
that could jeopardize their ability to get a loan. Other similar companies on
the Internet are creditclean.com, creditrepairguys.com and
qualitycreditrepair.com.


<PAGE>

Other companies, not offering credit management services, also are competing
with JUNUM(tm) in this same market space. These companies offer a diverse range
of services, including credit monitoring, identity theft, credit analysis, fraud
alert, credit counseling and credit education. The rapid growth that these
relatively new companies are experiencing can be attributed to the credit
bureaus having a business relationship and therefore some control over these
companies. First and foremost, the bureaus are the gatekeepers of credit report
information, imposing specific rules on companies that desire direct access to
credit reports. These companies generally limit their credit education content
and credit rehabilitation offerings. Secondly, in many cases, an investor
relationship exists between the credit bureau and the company, thereby
restricting the company's service offering only to the investing bureau (and not
the other competitive bureaus). These close relationships between the bureaus
and these credit management companies have caused a fragmented and limited
service offering, lacking teeth, in the credit management market, which may not
be very effective for the consumer.

The Company believes it is the only company in the credit management industry to
offer technology-based, comprehensive credit management services for all
three-credit reports, including online disputes. Because the Company is
independent of the credit bureaus, it is able to exercise to the fullest the
rights granted by the FCRA with a full complement of credit and debt
rehabilitation services and educational programs.

Debt Exchange

The Credit Store is a publicly-traded company and competes largely by focusing
on the balance transfer market niche. They specialize in consumers who may
otherwise fail to qualify for a traditional unsecured bank credit card. Their
credit card program allows customers to satisfy previous debt obligations in a
consumer-friendly manner, typically at a discount, and at the same time receive
the utility of an unsecured bank credit card. JUNUM(tm) has developed an
innovative strategy to address both these factors by offering consumers a total
solution to their debt problem while offering strategic partners the opportunity
to collect a previously uncollectable debt. Management believes this approach
will achieve higher than industry returns for the Company. The Company cannot
predict the impact, if any, that future or current competition might have on its
business. Competitors have experienced conversion rates of one to two percent.
Most of the debt is beyond the statute of limitations. There is no assurance
that any of the debt will be converted. The debt is very old, and the Company
expects to convert less than 2%.

Regulatory Environment

The Company's services are subject to current regulations of the Fair Credit
Reporting Act (the "FCRA") with respect to its credit and debt management
process. Typical process lead times are 30-45 days per cycle, due to the
requirements of the Fair Credit Reporting Act, which allows the Credit Bureaus
30 days to verify a dispute. A cycle is defined as the length of time for
disputes to be received and verified by the Credit Bureaus, for an updated
Credit Report to be received by the member and, finally, for the member to send
JUNUM(tm) the updated Credit Reports.

Furthermore, the Company must rigidly adhere to the Credit Repair Organizations
Act ("CROA") with respect to the claims it can make regarding its credit
management products and services. The main protections offered by CROA include
the following: 1) It is illegal for a credit repair company to make any
statement that is untrue or misleading, or advise anyone to make a statement
that is untrue or misleading, to a credit-reporting agency or a credit grantor;
2) It is also illegal to advise a consumer to alter his or her identification or
alter the identification of his or her credit report in order to remove or hide
negative, accurate information in that credit report; 3) Credit repair
organizations cannot accept payment for services until they have been performed.
The Company believes it complies in all material respects with CROA.

In addition, the Company has launched the use of online electronic signature
technology streamlining membership agreements and associated legal documents in
accordance with the E-Sign Act of 2000. Prior to e-signatures, the Company's
procedure involved acquiring a physical signature from new members. With
electronic signature, the membership agreement is integrated into the online
sign-up and authority granting process. The Company has launched this new
initiative as a result of the implementation of the Electronic Signatures in
Global and National Commerce Act, signed into effect on Oct. 1, 2000. The Act
gives e-signatures the same legal standing as their handwritten counterparts.


<PAGE>

The Company cannot predict the impact, if any, that future regulation or
regulatory changes might have on its business.

Business Strategy

JUNUM(tm) brands itself as a financial services company that specializes in
providing financial products and services to consumers, small businesses and
corporations. The Company's financial services are built around credit profile
management or "CPM(TM)". This service works to improve a member's credit rating
and protect their credit identity through the removal of inaccurate, outdated or
unverifiable information.

The opportunity for this service offering has become evident as the average
household debt loads as a percentage of disposable income reached 99% in 1999.
This suggests that, in regards to credit management, the public is severely
underserved. As a result, JUNUM(tm) has encompassed Credit, Debt and Financial
Services into its business model, utilizing credit profile management as the
strategic value driver for all three services.

Currently, there are many Internet sites that offer "credit repair" services.
These companies offer online booklets of do-it-yourself guides, tapes and
testimonials, combined with an overwhelming amount of information that does not
offer a simple and easy-to-use program of assistance for credit profile
management. Law firms also offer this service but charge exorbitant fees to
retain their services, not making it a viable option for the majority of the
population.

An emerging market in the financial services sector is sub prime credit. The
companies competing in this sector primarily offer credit cards to the sub prime
consumer. However, they do not provide consumers with a vehicle, like CPM(TM),
that will enable them to return to the financial mainstream.

Debt Exchange Subsidiary Voleran, Inc.

The debt industry has evolved as the demand for debt portfolio acquisitions have
increased. The manner in which the industry operates has not substantially
changed in the last decade. Any transformation has been the result of
technological advances that have enabled firms to track people and process
accounts at a faster pace. However, there is currently one known competitor, the
Credit Store, in this industry that operates using balance transfer as their
main tool for debt conversion. JUNUM(tm) is similar in that it transfers the
debt, usually at a discount, onto an unsecured credit card, except - JUNUM(tm)
goes one step further. JUNUM(tm), understanding the needs of the sub prime
community, has integrated the JUNUM(tm) credit management membership into the
new credit card receivable. Our commitment to the consumer's credit health is
demonstrated by giving them access to tools that will allow them to proactively
manage their credit while settling old debt in an easy and affordable manner.

By deploying proprietary Internet applications, the Company gives members
instant access to the information and tools necessary to assume a proactive role
in the credit process. Primarily via the Internet, the Company is able to
connect its critical business systems directly to its critical business
constituencies and maintain ongoing computer-mediated relationships. The Company
is positioning itself to realize revenue through several sources, both consumer
and business-to-business. It is the Company's belief that this is a model for
the financial services providers of the future.

JUNUM(tm) has a multi-channel, multi-product strategy. This strategy is intended
to:

     o   Focus on the profitable growth of the credit management, debt and
         financial services business.

     o   Establish a premier online credit community that addresses the concerns
         of the sub prime consumer. More importantly, the Company will ensure
         that members have the financial tools, education and expert advice
         necessary for improving their credit ratings and financial profile. The
         Company will offer a full spectrum of financial services in a
         convenient one-stop shopping experience that will be delivered
         seamlessly and will respect the consumer - anytime, anywhere.

     o   Capitalize on the strength of the CPM product by leveraging it as the
         value driver in the debt exchange program.

     o   Develop a process that is technologically flexible, scalable and
         cutting edge.


<PAGE>

Products and Services

The Company provides comprehensive and ongoing financial services that include
Credit Management, Debt Exchange and Financial Services.

Credit Management

         Credit Profile Management(TM)('CPM')

         Credit reports are an individual's financial fingerprint, used by
         lenders, insurance companies and employers as the basis for acquiring
         loans, credit cards, mortgages, leases, insurance and employment.
         Powered by technology, this proprietary, foundational product works on
         members' behalf toward the removal of inaccurate, outdated and
         unverifiable information from their credit reports. This could include
         incorrect or crossed names, addresses, social security numbers, credit
         inquiries, as well as adverse information - all of which could have a
         negative impact on credit, insurance or employment decisions and lower
         the individual's credit score.

         In accordance with requirements of the Fair Credit Reporting Act, each
         'CPM' cycle typically shows results within approximately 30 to 45
         days. Members receive ongoing 'CPM' updates in their personalized
         online MyJUNUM(tm) account, where they are able to view their reports
         and JUNUM(tm)'s activities on their behalf.

         Credit Monitoring & Analysis

         For an additional fee, members and registered users may elect to
         receive an in-depth personal credit analysis delivered electronically,
         which presents an assessment of credit standing and proposals for
         improvement. For an additional monthly fee, members also may select
         Credit Monitoring, which provides proposed methods for improving credit
         scores.

         Identity Theft Notification

         As part of Credit Monitoring, this product provides automatic online
         notifications of credit inquiries/activities and potential identity
         theft or credit fraud.

         Online Credit Report Ordering

         Ordering credit reports from each of the three credit bureaus can be
         difficult and time consuming. This service offers members the
         opportunity to order all three-credit reports through one easy online
         transaction.

         Credit Reports Online

         Knowing what is on their credit reports and having access to it anytime
         empowers consumers in the credit granting cycle. Online credit reports
         give consumers instant access to all three of their credit reports
         online in 'MyJUNUM(tm).' Many members have already realized the benefit
         of accessing these reports online from the lenders' office.

         Electronic Debt Negotiation(TM)

         The Company's debt services products provide a total solution approach
         to credit management by addressing authentic debts and their impact on
         the credit report. The electronic Debt Negotiation product negotiates
         at the request of a member to settle aging debts and then works with
         the creditor towards the removal of derogatory information from the
         members' credit report.


<PAGE>

         Debt Management

         At a member's request, the Debt Management service negotiates with
         creditors for a reduced monthly payment plan for an existing debt. For
         an additional fee, the plan is designed to reduce and minimize negative
         impact on the members' credit reports.

         Debt Consolidation

         Through junum's Debt Consolidation program, for an additional fee,
         junum will attempt to restructure several debts into one monthly
         payment, while seeking to reduce and minimize negative impact on the
         members' credit reports.

         Credit and Score Quiz

         This interactive online quiz assists members and registered users in
         understanding their current credit standing and establishing target
         goals for credit improvement.

         e-Credit Download Guide

         For those individuals who may prefer to work on their own credit
         reports and debts, this up-sell product provides comprehensive guidance
         in credit restoration and debt negotiations. It is available to members
         and registered users.

Debt Exchange:

         Debt Exchange targets a separate and distinct market. Its purpose is
         to provide an alternative to traditional debt collections and to expand
         JUNUM(tm) membership. Debt Exchange offers consumers and small
         businesses that may have become delinquent on a debt the opportunity to
         improve their credit rating. Through acquired debt portfolios,
         JUNUM(tm) intends to reconstitute the non-performing debt into a new
         receivable through the JUNUM(tm) Credit Card combined with JUNUM(tm)
         membership. Targeted debt exchange opportunities include consumer and
         commercial loans, credit card debt, student loans, medical accounts,
         unsecured loans and retail/department store accounts. The Company's
         plan is to sell the new receivables into the Securitization Markets
         after positive payment patterns have been demonstrated.

         In December 2000, the Company purchased a $352 million dollar debt
         portfolio containing non-performing credit card debt representing
         189,000 individual accounts. Technology to streamline and support debt
         exchange activities is currently under development. This product is not
         intended for existing JUNUM(tm) members.

Financial Services

         JUNUM(tm) Credit Card

         A private label JUNUM(tm) Credit Card provides members and registered
         users with the opportunity to establish a positive credit rating
         through credit card payments, while taking advantage of credit card
         benefits. The JUNUM(tm) Credit Card, underwritten by Sterling Bank &
         Trust, is a secured VISA and reports to the credit bureaus the same way
         as an unsecured card, thus potentially improving the credit rating with
         timely payments. The card is secured by an FDIC insured interest
         bearing savings account with Sterling Bank & Trust that provides the
         cardholder 120% credit. For example, if a member deposited $100, then
         $120 of credit would become available on the member's JUNUM(tm) Credit
         Card.

         Student Services

         This service provides those with existing student loans avenues for
         loan resources and consolidation through the Company's e-Partner, CFS,
         as well as a storehouse of information, education and other resources.
         Resources also are available for those seeking student loans.


<PAGE>

         Analysis Engine

         This technology has been built and currently is in its testing phase.
         The Analysis Engine is designed to match members' credit standing with
         offers for credit through the Company's e-lending partners. These
         offers will appear as a continuing stream in members' MyJUNUM(tm)
         accounts and can be previewed by members with no risk of an inquiry on
         their credit reports.

         Ask the Expert

         The Company's Credit Experts answer critical questions regarding all
         aspects of credit, debt and personal/small business finance. With
         extensive professional experience in both sides of the collections
         process (collections and consumer advocacy), these individuals have the
         experience and knowledge necessary to provide expert, online answers.
         Answers typically are provided to members in their personal online
         MyJUNUM(tm) account within 24 hours.

         Resource Center

         This comprehensive center provides articles, links and interactive
         self-help tools on many aspects of personal and small business finance,
         including credit, debt, bankruptcy and loans.

         Credit and Financial Newsletter

         This free opt-in service provides leading-edge information to any
         interested consumer regarding new legislation and other vital topics
         relating to credit, debt and personal/small business finance.
         Newsletters are published and distributed online with monthly
         circulation.

         Budget Calculator

         This interactive product allows members and registered users to
         calculate and analyze their debt ratio, which assists in understanding
         the impact of debt ratio on credit scoring and reaching personal target
         objectives.

The Market

Credit Management and Financial Services

There is great market potential for credit management and debt services in the
U.S. Anyone with a credit history can be considered a potential buyer. Because
the credit management market is in its relative infancy and currently is being
purchased by early adopters, it is difficult to estimate the percentage of
potential buyers. However, the market is poised for dramatic growth as consumers
seek out financial and credit education. As larger competitors begin to enter
the marketplace, it is possible that growth may accelerate in the near future.

Management uses several fundamental factors and trends in determining its
projections of the Company's marketplace:

     1)  The Internet has grown to over 70 million individual users in the
         United States alone as reported by International Data Corporation and
         Jupiter Communications Second Quarter 1999 e-commerce report. It is
         projected that this number will increase to well over 100 million
         individual users in the next two years.

     2)  This growing market is combined with the fact that the majority of all
         individual credit profiles need some restoration maintenance as
         reported by Commercial Law Journal Volume 100 No. 3, Credit Reporting
         Agencies, pg. 393 and further reinforced by a CONSUMER REPORTS study
         concluded this year that showed more than half the reports studied had
         errors in them with the potential to "derail a loan or deflect an
         offer." Errors cited included mistaken identities, misapplied charges,
         uncorrected errors, misleading information and inconsistencies between
         the three credit reporting bureaus. Due to the underlying inadequacies
         of the credit repair mechanism, management does not expect that the
         error rate will decline, but rather that the incidence of individuals
         requiring credit management services will be sustained. Management
         further believes that credit reporting will never achieve perfection
         and therefore sustain an ongoing need for credit management services.


<PAGE>

     3)  Most credit profiles require continued maintenance as provided by
         JUNUM(tm). The trend towards inaccuracy in the credit reporting only
         benefits JUNUM(tm). Management is confident that its credit management
         services will foster membership loyalty as JUNUM(tm) facilitates
         members' financial needs.

     4)  Loans, leases, refinances and other credit programs are in high demand,
         and the growth rate shows no sign of decline.

    5)   Identity theft is one of the fastest growing financial crimes, with an
         estimated 500,000 victims per year according to the US Federal Trade
         Commission. The implications of identity theft to the consumer are
         tremendous: fraudulently issued credit card bills, loans and checking
         accounts that can take months or even years to detect and often are
         difficult to sort out.

    6)   A recent survey conducted by the National Small Business United
         Organization and Arthur Andersen found that 24 percent of small and
         mid-sized businesses are unable to obtain adequate financing.

    7)   Americans now are carrying debt loads equivalent to 99 percent of their
         annual disposable incomes, a proportion that nearly has doubled over
         the past 40 years. The impact of increasing debt loads has had a
         devastating affect on U.S. households.

Debt Exchange

For its Debt Exchange program, through its wholly owned subsidiary Voleran, the
Company seeks out consumers who want a second chance at obtaining unsecured
credit. These consumers appreciate the impact that credit cards and good credit
can have on their quality of life. Many of these consumers, although classified
as sub-prime, are not credit criminals and have lost access to unsecured credit
through short-term difficulties such as illness or job loss. The Company
provides its customers with a unique opportunity to settle their account by
transferring it onto an unsecured junum Visa(R). Included in this offer are a
year-long membership to JUNUM(tm), for credit management services, and the
opportunity, with JUNUM(tm)'s help, to return to the financial mainstream.

The Company reaches its target market through two main channels: the acquisition
of non-performing debt portfolios and the formation of alliances (through
licensing agreements) with leading collection agencies. This will enable them
the opportunity to collect on debts about to be sold to a lower placement
collection agency.

Management uses several fundamental factors and trends in evaluating the
feasibility of the debt exchange market:

     1.  In 1999, approximately $216 billion in non-performing debt was placed
         for collection with professional, third-party debt-collection agencies.

     2.  According to Faulkner and Gray, the market for buying and selling these
         portfolios, while virtually non-existent 10 years ago, exceeded $40
         billion in face value during 1999.

     3.  According to a March 2000 report released by the Federal Reserve Board,
         credit card debt to bank customers reached beyond the $500 billion mark
         in the fourth quarter, with the average amount of seriously delinquent
         card debt hovering over 2% of bank debt outstanding. The report also
         stated that yearly charge-offs averaged one dollar for every $22 of
         card debt outstanding on banks' balance sheets.

     4.  Further evidence of an increasing trend in consumer debt is the recent
         estimate, made by the Bureau of Labor Statistics, showing that
         employment in the collection industry is expected to grow at a faster
         than average rate through the year 2008. The Bureau of Labor Statistics
         attributes the fast growth to the rising level of consumer debt.

     5.  According to the Kaulkin Ginsberg Company, a leading consultant in the
         collections industry, in the next ten years, estimates are that
         consumer debt will nearly double to $9 trillion, thereby significantly
         increasing the amounts turned over to collection agencies for recovery.


<PAGE>

Market Strategy

The Company recently completed a proof-of-concept phase involving various
marketing concepts to identify the market size and acceptance of JUNUM(tm)
services in the United States. With this phase completed, the Company is rapidly
expanding upon its Internet business-to-business strategy, marketing to
ePartners who either judge, offer or check credit. The Company believes these
marketing targets will have a broad appeal for the JUNUM(tm) services.
Management believes JUNUM(tm) will be able to capitalize on the distribution
channels established by these targeted ePartners to significantly increase new
subscribers.

The marketing strategy for Credit Management involves acquiring new members
through the established distribution channels of the Company's e-business
partners who offer, judge or check credit.

The marketing strategy for Debt Exchange is to transform non-performing debt
portfolios into performing JUNUM(tm) Credit Card receivables bundled with
membership. Non-performing debt presents an ever increasing burden for financial
institutions. Where standard collection attempts for non-performing debt fails,
the Company believes its Debt Exchange program will succeed by utilizing the
benefits of membership to act as a motivator to reconstitute non-performing debt
into a performing receivable.

Financial Services attract lenders who desire a more accurate method of granting
credit. The Company's Analysis Engine analyzes, pre-qualifies and matches
members' credit standing with credit offers through e-lenders.

Although the Company anticipates new subscribers from consumer and small
business activity along with general Internet traffic, management believes
JUNUM(tm)'s unique and proprietary business-to-business services represent the
largest anticipated source of revenue.

The Company experiences operational economies of scope in the cross selling of
its services:

     o   JUNUM(tm)'s financial services (facilitated by a third-party bank) will
         be offered to Credit Management members.
     o   The Credit Management product will be offered to those people that are
         turned down for financial services and loans.
     o   Debt-Exchange will offer its debt holder credit management services and
         transfer the principal to a private-label Credit Card (facilitated by a
         third-party bank).
     o   The Company leverages the power of emerging technology for all
         three business models. The Company's internal IT department designed
         most of its systems. This allows the Company to operate under a totally
         integrated and seamless system, built internally by the employees that
         know the Company and its members the best.

Marketing and Growth

The Credit Management segment competes principally on the basis of the scope of
its distributions systems and the breadth of its product offerings. Management
believes the Company has substantial opportunities for growth through leveraging
memberships in the consumer and business-to-business markets. JUNUM(tm) is
committed to the credit and financial needs of the sub prime community, both
individuals and small businesses.

The Company will concentrate on long-term strategies for the Company focusing on
the continued technological development of the three primary systems: the
Company Internet, Intranet and Extranet; as well as the continued development
of Credit Management, Debt Exchange and Financial Services.

The key elements in the Company's sales and marketing strategy include:

Retaining the Subscriber. The Company intends to employ an aggressive plan to
retain members. Management believes that the low monthly cost and automatic
withdrawal of monthly fees along with the positioning of the Company as a
long-term maintenance program are key psychological elements in the success of
retaining member. The Company will also provide comprehensive information and
educational programs to its members in an effort to assure members that
membership represents a long-term commitment and that the membership rates are
reasonable.


<PAGE>

Expansion into different segments. The Company intends to target subsections of
the sub prime market. For example, the Company will target homeowners in the sub
prime sector, divorcees in the sub prime sector, engaged couples in the sub
prime sector, etc. This will allow the Company to more effectively market to its
target demographic.

Acquisitions. The Company anticipates acquiring additional debt portfolios.

Group Sales Program. This program gives employers the opportunity to introduce a
credit management product as an employee benefit.

Pricing. The Company will continually monitor its pricing structure to ensure
that product, service, corporate image, consumer feedback and competition are
properly reflected in the final price. The Company believes that dynamic pricing
is a viable option to test the market.

Increase Internet Traffic. The Company will continue to develop an aggressive
marketing and sales campaign. This campaign includes the following:

         Newsletters and Promotions. The Company generates e-mail addresses of
         potential members interested in the free newsletter and/or the
         promotion give-away. The Company is able to broadcast a direct e-mail
         campaign and track the membership conversion from this targeted group.

         Affiliate Program. The Company is developing this program to ensure
         that maximum utility is achieved. With proper management, this program
         is very viable in that it provides the Company with "sales agents" and
         a proliferated virtual sales force.

         e-Partners. This program provides a valuable alternative for e-Partners
         to generate revenue from otherwise lost business and their sunk costs.

         Mass Media Advertising: The Company intends to focus on radio,
         television, print and a variety of other advertising alternatives.

Employees

The Company currently employs 47 employees at its headquarters in Costa Mesa,
California.

Loss of sustained access to Utilities

There can be no guarantee that the Company's web-site will be un-interrupted.
Currently, the State of California is experiencing an insufficient supply of
electricity, which is causing temporary losses of power in certain regions of
the state and could raise additional difficulties in access to other utility
type services. Junum has servers co-located with Exodus Communications, which
provides battery-back up, and generator-back up. The Company also runs redundant
servers from its Corporate Headquarters in Costa Mesa, California. Both the
primary and redundant servers are located in California. Although the Company
feels confident with its back-up and redundancy strategy, there can be no
guarantees during a prolonged loss of access to utility type services.


                               PLAN OF OPERATIONS

         On October 25, 1999, JUNUM ("Company") was incorporated. The Company is
a membership based Credit Management and Financial Services company whose tools
include the Internet for its members, the Intranet for its internal controls and
the Extranet for the e-Partners and e-Lenders. Just after the formation of the
Company, certain assets were acquired from National Credit Clearing Network
("NCCN"). NCCN had been in existence for 9 years in Irvine, California and
established a successful customer base using proven methods and following the
guidelines established by the Fair Credit Reporting Act. NCCN's customers Credit
profiles were maintained, which included the restoration of correct information
and the removal of inaccurate, outdated and unverifiable information enabling
the customers to have a higher rate of success at achieving desired financing.
Additionally, the Company purchases non-performing debt portfolios containing
individuals and businesses who have previously defaulted on their credit. The
Company's Debt Exchange program remarkets to this clientele the JUNUM membership
along with reconstituting their defaulted debt into a new receivable. This new
receivable is in the form of a junum.com Credit Card and is sold into the
Securitization Markets after positive payment patterns have been demonstrated.
JUNUM offers financial services by matching participating lenders financing
criteria to qualifying members.


<PAGE>

                          A Developmental Stage Company

         JUNUM is a developmental financial technology company that specializes
in products and services for consumers and businesses that are directly related
to Credit risk assessment, Credit granting and Credit JUDGMENT. The Company is
positioning itself to realize revenue through several sources, both consumer and
business to business.

         The Company continues to develop its technology and marketing
objectives by expanding upon its products and services designed for consumers
and small businesses. In addition, the Company continues to develop products and
services that are offered for businesses to enhance their value-chain functions
and value-added revenue generation.

         The Company's Internet, Intranet and Extranet systems have been
developed and are operational. The Company plans to continue to expand and
enhance these three primary tools.


                         Three Primary Systems Developed

         INTERNET: Functions as the medium for delivery of the Company's
services and serves as a tool for its members. The Company uses the Internet as
a method of presenting information to its members via push technology. This push
ranges from CPM and EDN status, to Credit report and Credit scoring review,
along with a wide range of Financial Instruments the Company's Analysis Engine
("AE") has determined members pre-qualify for.

         This push technology centers around two key features: the MYJUNUM
section - a personalized financial tool for members, and the JCHANNEL - an icon
that appears on a members desktop/toolbar for easy delivery of this personalized
financial tool. Additionally, the Company will aggressively use e-mail,
telephone and mail as alternative methods of presenting information to its
members.

         INTRANET: Functions as the Company's internal information center.
Members' Credit information is imaged, processed, tracked and supported here.
The Intranet also facilitates several key functions of the Company: the vehicle
for presenting information to members via the Internet, telephone, e-mail and
direct mail.

         Sales and promotion, data integration from referrals and coordination
of Internet and Extranet sales campaigns are tracked here. Data analysis and
reporting are also among the many functions of the Company's Intranet site.

         EXTRANET: Serves as the coordination center for the Company's
e-Partners. One patent-pending process is the ability of a business, virtual or
physical, to recapture the business of a potential client who has been
financially disqualified. Using the Extranet allows the business to conveniently
monitor the Credit improving progress of referrals who were originally denied
credit or provided credit at a higher rate. Once the Credit rating has reached a
level acceptable to the business, the Extranet marketing tools bring the
customer back for products and services.

         Additionally, the Extranet serves as the focal point for e-Lenders to
designate the financial services categories in which they wish to participate.
The Lender further selects from a list of comprehensive financial programs that
allows them to be included in the Company's AE, which pushes
pre-qualification(s) to members. This in turn enters the Lender into a
competitive position with other Lenders, in presenting a continually updated
pre-qualification list of approved financial Credits specific to the Member.

         A Lender may create its own special loan, lease, refinance or other
credit within the AE (perhaps a lower interest rate), thereby improving its
competitive position. The Lender maintains and adjusts its competitive
participation level through the Extranet.


<PAGE>

                      Summary of the Products and Services

         The Company offers three primary end-user memberships: CREDIT
MANAGEMENT & FINANCIAL SERVICES, CREDIT PROTECTION & MANAGEMENT and SMALL
BUSINESS SERVICES. A function of membership is to improve credit rating and
protect credit identity. This is accomplished by the Company's patent-pending
technology which works to update and correct inaccurate, outdated and
unverifiable information on a Member's credit reports. Common components to
these memberships include Credit Profile Maintenance ("CPM"), Electronic Debt
Negotiations ("eDN"), Identity Theft Notification ("ITN"), a JUNUM Credit Card,
Financial pre-qualification services, on-line credit reports and on-line
membership interactive services. In addition, the Company offers a comprehensive
array of Business to Business products and Services. These include: Remarketing
service, Pre-Qualification of Credit facilities, Co-Branding of the Company's
services, Affiliate programs, Securitization Yield Enhancement, membership as an
Employee Benefit program, the recapture and refinance of previously disqualified
customers and lending activities.

                                  Revenue Model

         The Company has developed a revenue model that encompasses receiving
monthly re-occurring membership fees and other service fees from individuals and
small businesses. To achieve this end result, the Company's services are
designed to appeal to a broad business audience by providing value-added
benefits that would entice organizations to partner with JUNUM, thereby
utilizing their resources in directing Internet traffic, promoting the Company
or remarketing the Company's services. It is a goal of marketing to achieve mass
promotion of the Company through the established distribution channels of its
e-business partners.

         Company research has shown a lack of sufficient competition to compare
marketing potential. Therefore, the development of the Company's revenue model
required identifying the Market potential and acceptance of JUNUM products and
services. From April 2000 through October 2000, the Company conducted a
Proof-of-Concept phase by employing a Telemarketing method of obtaining new
subscribers. This test method allowed the Company to reach a broad cross-section
of demographics in the United States. Management believes this successful
Proof-of-Concept phase has validated the Market potential and acceptance of
JUNUM'S services.

         The strategy after the Proof-of-Concept phase is to develop the
Company's products and services to become flexible for the mass market and shift
its marketing to the power of the Internet to fulfill its Marketing objectives.
Further technical and marketing concepts were developed during this
Proof-of-Concept phase, and the Company now is poised to rapidly grow its
subscriber base via its e-Affiliate, e-Partner, Co-branded and
Business-to-Business strategies over the Internet and various other electronic
forums.

         The Company anticipates revenue from its Business-to-Business marketing
strategy providing additional value-added infrastructure through the Company's
Co-branded and Private Label services. Also, the Company anticipates the
addition of future value-added services for its members and partners that are
centered around information exchange, financial services and promotions that are
key to the Company's revenue generation.

                            Retaining the Subscriber

         The Company intends to employ an aggressive plan to retain members.
Management believes that the low monthly cost and automatic withdrawal of
monthly fees along with the positioning of the Company as a long-term
maintenance program are key psychological elements in the success of retaining
members. The Company will also provide comprehensive information and educational
programs to its members in an effort to assure members that membership
represents a long-term commitment and that the membership rates are reasonable.

         The Company employs many tactics for member retention, including free
month's membership referral program, ongoing emails with credit/financial
updates, newsletters and online financial seminars.

         The Company provides latitude to Member Support to employ various
strategies in membership retention.


<PAGE>

                               OPERATIONS OVERVIEW

         In carrying out the Company's mission to provide Credit Profile
Maintenance ("CPM") and other financial services over the Internet, focused
developmental programs have significantly raised the level of operational
success. The Company uses sophisticated tools and techniques to manage
operations as outlined in the Information Technology section of this memorandum.

         The Company's Operations are comprised of the following primary
operating units:

         Corporate: Located in Costa Mesa, California, the Company's Corporate
         office oversees all business units and is responsible for implementing
         the Company's objectives and developing new business. The following
         departments are housed at the Company's corporate location:

         Marketing: Implements the vision of the Company through direct
         marketing, Internet marketing, strategic alliances, multimedia
         commercials, promotions and traditional marketing via print, radio and
         television. Identifies, researches and develops new profit centers.
         Oversees the JUNUM credit card and JUNUM PC offers. Analyzes future
         market trends, needs and opportunities. Develops initiatives to drive
         new business onto the web site. Marketing and Sales work closely with
         Corporate Communications to develop effective marketing strategies and
         associated materials.

         Corporate Communications: Responsible for strategically positioning and
         building a consistent image and identity for the Company across the
         market. Develops, implements, evaluates all internal and external
         communications, web site content, publications, promotional
         transmissions and materials. Manages media relations. Works closely
         with Marketing to develop marketing collateral.

         Partner Support: Serves and supports e-Partners and e-Lenders of the
         Company by providing tools, information and guidance to establish and
         maintain mutually beneficial relationships. Works closely with each
         e-partner and e-lender to create and coordinate Extranet access,
         distribute individualized promotional materials and facilitate their
         successful use. Available by phone, email and on the Extranet to
         provide assistance.

         Information Technology: Develops and maintains the Internet, Intranet
         and Extranet functions of the Company's web site.

         Member Support: Serves and supports the members of JUNUM and uses a
         proactive approach to maintain contact with members and provide high-
         quality individualized service. Although members are encouraged to
         contact Member Support via the web site or email, staff is available by
         phone toll free 9:00 a.m. to 7:00 p.m. (PST), Monday through Friday.
         Member Support coordinates personalizing and distributing Welcome Kits
         to new members and communicating with members via their personalized
         Myjunum home page, or if necessary, by email, phone or mail.

         Processing: Responsible for all correspondence with the three major
         credit bureaus for the purpose of verifying, updating and maintaining
         information on members' credit profiles. Continually updates database
         with records of actions taken, which allows members to track their
         profile status.


<PAGE>

                                  DEBT EXCHANGE

The Company purchases debt portfolios containing customers who have previously
defaulted on their credit. Once acquired, the Company will remarket to the
individuals or small business JUNUM membership services along with
reconstituting their defaulted debt into a new receivable. These new receivables
are in the form of the junum.com Credit Card and may be sold into the
Securitization Markets after positive payment patterns have been demonstrated.
The Company believes membership will act as an additional motivator in
conversion of the old debt.

Those who convert to this Debt Exchange program will reconstitute their old
debt, add annual junum membership fees and receive the following benefits:

     1.  New junum.com Credit Card reconstituting the old debt. This card is
         fully reporting and while kept in good standing works to better
         individuals' credit ratings.
     2.  JUNUM eliminates the negative reporting of the old debt on the
         individuals credit reports.
     3.  Payments on the junum.com Credit Card against the principle become the
         available credit.
     4.  All the benefits of junum membership.

This Debt Exchange has been consolidated into the wholly-owned subsidiary,
Voleran.

Item 2.  DESCRIPTION OF PROPERTY

The Company currently leases a total of 23,513 square feet in two locations:

The Company's Corporate Headquarters occupy approximately 13,714 square feet at
1590 Corporate Drive, Costa Mesa, CA 92626. This facility is sub-leased at the
rate of $15,840 per month and expires in November 2001. An additional 18-month
extension on this lease is under negotiation with the building owner. The
Company believes this facility will be adequate to accommodate expansion needs.

The Company's technical facilities were moved from a building adjacent to
Corporate Headquarters into the Headquarters building at the end of the fiscal
year. The technical facilities occupied approximately 5,880 square feet at the
rate of $6,791 per month and the sub-lease expires in November 2001. Subsequent
to the end of the fiscal year, the Company acquired approval from the landlord
to vacate these premises and substitute a tenant acceptable to the landlord.

The Company's proof-of-concept marketing facilities occupied approximately 9,799
square feet in Las Vegas, NV. This facility is leased at the rate of $10,411 per
month and expires March 31, 2005. During the fourth quarter, the Company
centralized its operations into its Costa Mesa facility. The Company is actively
seeking a tenant to sublet the Las Vegas premises.

The Company also rents on a month-to-month basis 150 square feet of storage
space at $132 per month.

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 filed a Notice of Appeal regarding the trial
court's dismissal order.


<PAGE>

On July 31, 2000, JUNUM filed a complaint in the United States District Court
for the District of Nevada seeking declaratory judgment against the
UnumProvident Corporation and the Unum Life Insurance Company of America. The
law firms of Kilpatrick & Stockton, in Reston, VA, and Quirk & Tratos, in Las
Vegas, Nevada, serve as counsel to plaintiff, junum.com, Inc.

The suit was filed by JUNUM to clarify the Company's rights in the JUNUM
trademarks in light of correspondence received from counsel for the
UnumProvident Corporation which has used the mark UNUM (Latin: translates to
"One", commonly used as "E PLURIBUS UNUM" on United States currency). Based on
the fact that the United States Patent and Trademark Office (USPTO) failed to
cite any of UnumProvident's trademarks against JUNUM's pending trademark
applications, and in addition to the fact that JUNUM currently is not using the
mark JUNUM in the field of life insurance, disability insurance and accident
insurance, JUNUM management has taken the position to obtain a declaratory
judgment finding, to avoid any future controversy over trademarks, unfair
competition or dilution in violation of the Trademark Act of 1946, between JUNUM
and UnumProvident regarding the alleged enforceability of federally-registered
trademark rights alleged to be possessed by Unum products. Management contends
that it is not infringing UnumProvident's alleged federally-registered trademark
rights because JUNUM activities are not likely to cause confusion, or to cause
mistake, or to deceive the public.

The Company has been subject to routine litigation in the ordinary course of its
business. We are not currently subject to any pending litigation that we believe
would either individually or in the aggregate have any material affect upon our
consolidated operations or consolidated financial condition.

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

The Company effected a 1 for 25 reverse split of its common stock effective as
of October 2, 2000. This matter was submitted to and approved by the
stockholders at a special meeting held in August 2000.

The Company effected a 1 for 40 reverse split of its common stock effective as
of December 8, 2000. By written consent, this matter was approved by the
Company's majority stockholder at that time, then holding approximately 82.4% of
the Company's then-outstanding shares of common stock. The Company has not sent
to its stockholders an information statement about this matter but intends to do
so as soon as reasonably practicable.

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

The Company's common stock previously traded on the NASDAQ Over-the-Counter
market under the symbol "EURB". The following table sets forth, on a
split-adjusted per share basis for the period shown, the high and low prices of
the common stock as reported for "EURB" on the Over-the-Counter market:

                                                       Closing Price
                                                   High             Low
October 21, 1999 (date of inception)
             through  December 31, 1999              30.00           13.00

Quarter Ended March 31, 2000                        220.00           28.00
Quarter Ended June 30, 2000                          95.00           22.00
Quarter Ended September 30, 2000                     32.00           14.00
Quarter Ended December 31, 2000                      14.00            2.75

Quarter Ended March 31, 2001                         12.25            6.63
Period from April 1, 2001 - April 12, 2001           11.38            7.25

In relation to the Stock Exchange Agreement of November 15, 2000, Eurbid.com,
Inc. effected a 40:1 reverse split of its common stock. On December 8, 2000 the
40:1 reverse split of its shares was effective. The table above reflects the
split.

Effective December 12, 2000, the Company's NASDAQ symbol was changed to "EBID."

Effective January 11, 2001, the Company's NASDAQ symbol was changed to "JUNM" to
accurately reflect the Company's identity after the November 15, 2000
acquisition of junum.com, inc.

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 19,503,610 shares of common stock, as
of April 12, 2001.



<PAGE>

Dividend Policy

The Company has not adapted any policy regarding the payment of dividends. For
the foreseeable future, the Company intends not to pay any dividends and to
retain all earnings in order to develop its operations.

The Company's outstanding shares of preferred stock provided that only such
dividends as are declared by the Board of Directors shall be paid on the
preferred stock. Accordingly, there are no restrictions in the preferred stock
on the payment of dividends on the Company's common stock.

Sales of Unregistered Securities

In November 1999, the Company issued 12,000 common shares at $.05 per share to
an individual as additional interest expense for a loan granted to the Company.
The sale was exempt from registration under Section 4(2) of the Securities Act
of 1933 as amended.

In November 1999, the Company issued 6,000 common shares at $.05 per share to an
individual as additional interest expense for a loan granted to the Company. The
sale was exempt from registration under Section 4(2) of the Securities Act of
1933 as amended.

In November 1999, the Company issued 12,500 warrants at a strike price of $1.125
per warrant to purchase a common share, to an individual for services rendered.
Warrants expire three years from issuance date. The sale was exempt from
registration under Section 4(2) of the Securities Act of 1933 as amended.

In November 1999, the Company issued 105,000 warrants at a strike price of
$1.125 per warrant to purchase a common share to an individual for services
rendered. Warrants expire three years from issuance date. The sale was exempt
from registration under Section 4(2) of the Securities Act of 1933 as amended.

In November 1999, the Company issued 200,000 warrants at a strike price of
$1.125 per warrant to purchase a common share to an individual for services
rendered. Warrants expire five years from issuance date. The sale was exempt
from registration under Section 4(2) of the Securities Act of 1933 as amended.

In November 1999, the Company issued 200,000 warrants at a strike price of
$1.125 per warrant to purchase a common share to an individual for services
rendered. Warrants expire five years from issuance date. The sale was exempt
from registration under Section 4(2) of the Securities Act of 1933 as amended.

From December 1999 to February 2000, the Company issued 820,000 common shares at
$.05 per share for miscellaneous services provided to the Company. There were
five individuals/organizations which made up this group. The sale was exempt
from registration under Section 4(2) of the Securities Act of 1933 as amended.


<PAGE>

Beginning in the year 2000 and ending March 2001 the Company raised $415,000 at
a price of $1.65 per common share. Exemption is Regulation S and 4(2). The
placement agent was Roosevelt and Associates who received 10% cash commission,
3% non accountable cash expenses, and 10% warrants. All of the Purchaser(s) were
Accredited investor(s). The sale was exempt from registration under Section 4(2)
of the Securities Act of 1933 as amended.

In November 2000, the Company issued 2,340,000 cashless exercisable options at
$.01 in exchange for $950,000 in expenses associated with the stock purchase
agreement with Eurbid.com. The sale was exempt from registration under Section
4(2) of the Securities Act of 1933 as amended.

During the year 2000, the Company raised $2,570,000 at a price of $1.00 per
common share. The placement agent received 10% cash commission, 3% non
accountable cash expenses, and 10% warrants. The exemption was Regulation D 506.
All of the Purchaser(s) were Accredited investor(s). The sale was exempt from
registration under Section 4(2) of the Securities Act of 1933 as amended.

During the year 2000, the Company raised $150,000 as a convertible note due six
months from date of the note. The note also included 99,999 warrants at $1.50
per warrant to purchase common shares. Expiration on warrants is three years
from date of agreement. Exemption Regulation D 506. The placement agent received
10% cash commission, 3% non accountable cash expenses, and 10% warrants. All of
the Purchaser(s) were Accredited investor(s). The sale was exempt from
registration under Section 4(2) of the Securities Act of 1933 as amended.

Beginning in the year 2000 and ending March 2001 the Company raised $650,000 in
the form of a convertible note at 12% annual interest for 12 months which can
convert in to common stock at $3.30 per share. Additionally, the Company issued
196,963 shares of common stock to the purchasers of the convertible notes.
Exemption Regulation D 506. The placement agent received 10% cash commission, 3%
non-accountable cash expenses, and 10% warrants. All of the Purchaser(s) were
Accredited investor(s). The sale was exempt from registration under Section 4(2)
of the Securities Act of 1933 as amended.

In September 2000, the Company issued 200,000 shares of common stock at a price
of $.01 per share in consideration for consulting services. The sale was exempt
from registration under Section 4(2) of the Securities Act of 1933 as amended.

From May 2000 to June 2000 the Company raised $235,000 in the form of a
convertible note which converts at $1.65 per share. All of the Purchaser(s) were
Accredited investor(s). The sale was exempt from registration under Section 4(2)
of the Securities Act of 1933 as amended.

In November 2000, the Company entered into an agreement to sell 4,000,000 shares
of common stock at $.60 per share to Netsat Holdings in return for $2,400,000
payable over twelve months as a regulation S exemption. As of 3/15/2001 the
Company has received $600,000 and Netsat is currently in default. The Company
has not delivered any shares of common stock as a result of the default. The
sale was exempt from registration under Section 4(2) of the Securities Act of
1933 as amended.

In November 2000, the Company entered into an agreement to sell 1,000,000 shares
of common stock at $.60 per share to General Commerce Bank in return for
$600,000 payable over twelve months as a regulation S exemption. The Company has
delivered 68,078 shares of common stock as of 3/15/2001. The sale was exempt
from registration under Section 4(2) of the Securities Act of 1933 as amended.


<PAGE>

In October 2000, the Company issued 12,500 shares of common stock in exchange
for legal services valued at $25,000. The sale was exempt from registration
under Section 4(2) of the Securities Act of 1933 as amended.

Beginning in the year 2000 and ending March 2001 the Company raised $950,000 at
a price of $1.65 per common share. Exemption is Regulation d 506 and 4(2). The
placement agent received 10% cash commission, 3% non-accountable cash expenses,
and 10% warrants. All of the Purchaser(s) were Accredited investor(s). The sale
was exempt from registration under Section 4(2) of the Securities Act of 1933 as
amended.

The shares of stock held by the shareholders of Eurbid totaled 448,348 prior to
the reverse acquisition. The Company has reflected such shares as new shares
issued in connection with the reverse acquisition. The consideration received
was $591,901, which represented the Eurbid liabilities that were assumed by the
Company as a result of the reverse acquisition. The sale was exempt from
registration under Section 4(2) of the Securities Act of 1933 as amended.

On October 5, 2000, the Company issued 200,000 shares of common stock in
exchange for interest on a loan payable. Management estimated that the market
value of the shares at the date of issuance was $.60 per share and accordingly,
recognized interest expense of $120,000. The sale was exempt from registration
under Section 4(2) of the Securities Act of 1933 as amended.

On November 14, 2000, the Company cancelled 3,400,000 shares of common stock
pursuant to an issuance of 4,000,000 shares of common stock on October 21, 1999
in exchange for the net asset of NCCN, Inc. valued at $40,000. The Company and
the stockholder who received the shares in exchange for the assets agreed to the
cancellation of the shares due to impairment of the value of the net assets
initially exchanged. The sale was exempt from registration under Section 4(2) of
the Securities Act of 1933 as amended.

On October 15, 2000, the Company granted to certain employees warrants to
purchase 1,750,000 shares of common stock at a price of $.01 per share. Under
the terms of the grant the warrants were immediately exercisable and employees
exercised all the applicable warrants. Management estimated that the fair value
of such warrants was $.60 per warrant at the date of the grants. Employees
compensation expense of $1,032,500 was recognized during the six-month period
ended December 31, 2000. The sale was exempt from registration under Section
4(2) of the Securities Act of 1933 as amended.

On November 15, 2000, the Company issued 1,946 Series A voting convertible
preferred shares to the Company's Chief Executive Officer and principal
shareholder in exchange for his investment pledged to the Company totaling
$1,946,000. Holders of the Series A voting convertible preferred stock are
entitled to convert each share of preferred stock, plus any accrued but unpaid
dividends, into shares of common stock based on $1,000 divided by the conversion
price defined as $.50 per share of common stock. The sale was exempt from
registration under Section 4(2) of the Securities Act of 1933 as amended.

On November 15, 2000, immediately after the issuance of the Series A voting
convertible preferred shares, the Company's Chief Executive Officer exercised
the conversion rights on 600 preferred shares with a conversion price of $.50
per share of common stock and was issued 1,200,000 shares of common stock. In
connection with the issuance of the Series A non-voting convertible preferred
stock, the Company has applied the recommendations of EITF Issue No 98-5 00-27
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios". Management estimated the fair value
of the Company's shares of common stock as of the date of the preferred share
issuance to be $.60 per share. Interest expense totaling $389,200 has been
recorded as the result of this beneficial conversion feature. The sale was
exempt from registration under Section 4(2) of the Securities Act of 1933 as
amended.

On December 1, 2000, the Company issued 4,545 shares of common stock in exchange
for consulting services totaling $7,500. The Company recorded the issuance of
these shares at its estimated market value of $.60 at the time of issuance. The
sale was exempt from registration under Section 4(2) of the Securities Act of
1933 as amended.


<PAGE>

On December 31, 2000, in connection with a consulting agreement signed on
November 15, 2000, the Company issued 1,200,000 of the Company's common stock in
exchange for services to broker the acquisition of a non-performing credit card
receivable portfolio as discussed in Note 7. Management estimated that the fair
value of the shares of common stock was $.60 at the time the consulting
agreement was executed. Management reflected the cost of these services as an
additional component of the credit card portfolio totaling $720,000. The sale
was exempt from registration under Section 4(2) of the Securities Act of 1933 as
amended.

On December 31, 2000, in connection with a consulting agreement signed on
November 15, 2000, the Company issued 750 shares of Series B non-voting
convertible shares in exchange for consulting services provided by GCH Capital.
Management estimated the fair value of the consulting services to be $750,000.
The conversion rights shall commence to be effective at the earlier of (a) the
shares of common stock issuable upon such conversion are registered on a
registration statement which has been declared effective by the Securities and
Exchange Commission, or (b) November 10, 2001. The holder of the Series B
non-voting convertible preferred stock is entitled to convert each share of
preferred stock, plus any accrued but unpaid dividends, into shares of common
stock based on $1,000 divided by the conversion price defined as the lesser of
(i) 50% of the lowest closing price as reported by any securities exchange or
market upon which the Company's shares of common stock are traded for 20 trading
days immediately preceding the conversion date; (ii) 80% of the lowest per share
price of any issuance of the Company's shares of common stock or any securities
convertible into shares of common stock prior to the conversion date; or (iii)
$.50 per share of common stock. The sale was exempt from registration under
Section 4(2) of the Securities Act of 1933 as amended.

In connection with issuance of the Series B non-voting convertible preferred
stock, the Company has applied the recommendations of EITF Issue No. 98-5 00-27
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios". Based on management's estimate of
the fair value of the Company's shares of common stock of $.60 per common share
as of the date of the execution of the consulting agreement, and the minimum
conversion price per common share of $.50, the beneficial conversion feature of
the preferred shares was determined to be $150,000. Commencing with periods
beginning January 1, 2001, the Company will recognize $15,000 in preferred
dividends per month over a 10 month period totaling $150,000 to account for the
beneficial conversion feature of the preferred shares. The sale was exempt from
registration under Section 4(2) of the Securities Act of 1933 as amended.

On December 31, 2000, the Company issued 5,100 shares of Series C non-voting
convertible preferred stock in exchange for a non-performing portfolio of
approximately $352.5 million in credit card receivables with a purchase price of
$5.1 million pursuant to an asset purchase agreement. The holder of the Series C
non-voting convertible preferred stock is entitled to convert each share of
preferred stock, plus any accrued but unpaid dividends, into 1,000 shares of
common stock with the prior written consent of the Company or on or after
December 31, 2002. Notwithstanding the preceding conditions, the Company has the
right, at any time subsequent to November 15, 2002, to redeem the preferred
shares for a price of $.10 per share, provided that the Company receives and
collects less than $4.9 million in net collections from the credit card
receivables. In such event, the Company, on or after November 15, 2002, shall
have the right to redeem a number of shares of Series C non-voting convertible
preferred stock equal to the difference between $4.9 million and the net
collections. The sale was exempt from registration under Section 4(2) of the
Securities Act of 1933 as amended.

Item 6.  SELECTED FINANCIAL DATA

         This section does not apply due to the nature of the reverse
acquisition transaction coupled with inconsistent audit periods. The Company's
operations before the reverse acquisition transaction was a different business
model with minimal revenue from operations. The surviving entity audit periods
range from inception, October 21, 1999 through June 30, 2000 and July 1, 2000 to
December 31, 2000, and therefore cannot be compared due to different date ranges
of each audit period.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

         The following discussion of the Company's financial condition and
results of operations should be read in connection with the Company's
consolidated financial statements and notes thereto appearing elsewhere herein.
Factors that could cause or contribute to differences from the consolidated
financial statement include, but are not limited to, risks and uncertainties
related to the need for additional funds, the rapid growth of the operations and
the ability of the Company to operate profitably after the initial growth period
is completed.


<PAGE>

                                    OVERVIEW

JUNUM Incorporated is a financial technology company engaged in Credit
Management, Debt Exchange and Financial Services. Credit Management works toward
improving members' Credit Rating and protecting their Credit Identity through
the removal of inaccurate, outdated and unverifiable information from their
credit reports. This membership service is for individuals, small business and
corporations with reoccurring monthly charges. Debt Exchange offers consumers
and small businesses who may have become delinquent on a debt the opportunity to
regain their credit standing. Financial Services uses the Company's Analysis
Engine to match its members' credit status with loans, leases and other credit
offers from the Company's lending partners. The Company has filed eight
applications for patents surrounding its three main business components.
However, there can be no assurance of granting of the patent applications by the
Patent & Trademark Office.

Development Stage Company

Junum's efforts during calendar year 2000 were focused primarily on the
development of its technologies and proof of concept through test marketing.
Through various proof of concept sales and marketing cycles, the Company was
able to capture the necessary marketing, projection and analysis data components
to determine the size and scope of the potential Junum market place. The data
captured verified management's beliefs as to the validity of the marketplace and
its product offering. The proof of concept sales cycles were designed
specifically for discovery of the best extrapolation of sales and marketing
targets, tactics, geographic(s), payment methods and other membership services.
The Company's customer base consists of primarily month-to-month memberships.
The Company began recognizing revenue during the second half of the calendar
year 2000, while increasing its customer base during the proof of concept
marketing cycles in the second and third quarters of 2000

History

JUNUM Incorporated is the surviving public entity resulting from the stock
exchange transaction between Eurbid.Com, Inc. and junum.com Inc.

junum.com Inc., a private company, was incorporated as a Nevada Corporation on
October 25, 1999, as a membership based credit management and financial services
company.

On November 15, 2000, EURBID.COM, INC. (the "Company") acquired approximately
80.05% of the issued and outstanding capital stock of junum.com Inc. pursuant to
a Stock Exchange Agreement, dated November 15, 2000, by and between the Company,
David B. Coulter and certain shareholders of junum.com Inc. Eurbid's name was
then changed to JUNUM Incorporated. This business combination has been accounted
for as an acquisition; and, as such, the financial condition, results of
operations and cash flows for the period October 21, 1999, through June 30,
2000, and July 1, 2000, through November 15, 2000 are that of only junum.com
Inc. The consolidated financial condition, results of operations and cash flows
of the Company are presented from November 15, 2000 through December 31, 2000.

                              RESULTS OF OPERATIONS

               PERIODS ENDED DECEMBER 31, 2000 AND JUNE 30, 2000:

NET SALES. Sales, net of returns and allowances, for the six-month period ended
December 31, 2000 was $414,091; a 458% increase from $74,162 during the period
ended June 30, 2000. This does not include any proof-of-concept marketing
related activities.

EXPENSES. Total general and administrative expenses increased 51% from $2.44
million for the six-month period ended June 30, 2000 to $3.69 million for the
six-month period ended December 31, 2000. Salaries and employee benefits
increased 88% from $1.48 million to $2.78 million. This increase is due in-part
to non-cash compensation to Company officers for $1.03 million in the form of
exercisable warrants and also the result of staffing the telemarketing
operations during the proof-of-concept phase of operations.

Depreciation increased 154% from $78,386 for the six-month period ended June 30,
2000 to $198,835 for the six-month period ended December 31, 2000. Interest
expense increased from $26,949 to $1,563,582 ($1,344,422 relating to non-cash
expenses relating to the beneficial conversion features attached to various
equity issuances) reflecting the Company's ability to obtain additional
financing sources in the six-month period ended December 31, 2000.


<PAGE>

INCOME TAX BENEFIT.
The Company will recognize tax benefits as factors indicate that it is more
likely than not that future tax benefits will be realized.

NET INCOME (LOSS).
Net loss applicable to common shareholders during the six-month period ended
December 31, 2000 was $5.32 million compared to a net loss applicable to common
shareholders of $2.64 million during the period ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES
Our projections of future cash needs and cash flows are subject to substantial
uncertainty. Current cash and cash equivalents and cash that may be generated
from operations will not be sufficient to meet our anticipated cash needs for
the next 12 months. Accordingly, we are dependant on raising additional
financing in order to continue operations. We will seek to sell additional
equity or debt securities in order to fund our cash needs. The sale of
additional equity or equity-related securities would result in additional
dilution to our stockholders. In addition, we will, from time to time, consider
the acquisition of or investment in complementary businesses, products, services
and technologies, which might impact our liquidity requirements or cause us to
issue additional equity or debt securities. There can be no assurance that
financing will be available in amounts or on terms acceptable to us, if at all.

INFLATION
The Company believes that inflation has not had a material impact on its results
of operations for the period ended June 30, 2000, and for the six months ended
December 31, 2000.

<TABLE>
                        JUNUM INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (Audited)
<CAPTION>

                                                                                        October 21, 1999
                                                                     Six months ended (Date of inception)
                                                                       December 31,       to June 30,
                                                                           2000               2000
                                                                     ----------------   ----------------
<S>                                                                  <C>                <C>
Net sales                                                            $       414,091    $        74,162
Cost of sales                                                                241,777            169,242
                                                                     ----------------   ----------------
                                                GROSS PROFIT (LOSS)          172,314            (95,080)

General & Administrative Expenses                                          3,682,243          2,439,888
Depreciation                                                                 124,657             78,386
                                                                     ----------------   ----------------
                                                 NET OPERATING LOSS       (3,634,586)        (2,613,354)

Other Income (expenses)
   Net gain/loss on disposal of assets                                      (123,221)                 0
   Interest income                                                               637              3,068
   Interest expense                                                       (1,563,582)           (26,949)
                                                                     ----------------   ----------------
                                       NET LOSS BEFORE INCOME TAXES       (5,320,752)        (2,637,235)

Income tax expense                                                                 0                  0
                                                                     ----------------   ----------------

                                                           NET LOSS  $    (5,320,752)   $    (2,637,235)
                                                                     ================   ================
</TABLE>


<PAGE>
Industry Regulation

The Company is subject to the Fair Credit Reporting Act ("FCRA") and the Credit
Repair Organizations Act ("CROA"). A division of the Company operates under
these regulations and could be considered in the credit repair industry, which
is highly regulated by state and federal laws, rules and regulations. Such laws,
rules and regulations are complex and restrict or prohibit many types of
activity. State attorneys general and the Federal Trade Commission actively
investigate alleged violations and prosecute both civil and criminal proceedings
against alleged violators. Such proceedings can have a substantial negative
effect on the business and operations of any company. The Company is not aware
of any violations of state or federal law by its credit repair operations and,
to the Company's knowledge, no investigations or proceedings have been initiated
against the Company. However, any such investigation or proceeding would require
a costly defense and could have a material negative impact on the Company's
operations, earnings and prospects.

Risk of Litigation

         The Company anticipates that it may be the target of litigation from
one or more of the national credit bureaus, consumer credit providers, consumer
advocates and/or competitors. To the knowledge of the Company, no such
litigation has been commenced as of the date hereof and the Company has not
received any threats of litigation. Nor is the Company aware of any reasonable
grounds for any proceeding by the credit bureaus or any competitor against the
Company. Notwithstanding the above, the Company believes that competitors,
credit bureaus, consumer credit providers and consumer advocacy groups actively
investigate and report to government agencies alleged violations of federal and
state law and also pursue private civil litigation ostensibly to protect
consumers. The Company anticipates that its business strategy may have a
materially adverse effect on the business and operations of certain of its
competitors and the credit bureaus, primarily by increasing their costs
associated with corrections to credit reports. As a result, competitors and the
credit bureaus may have substantial incentive to scrutinize the Company's
operations and initiate investigations or litigation in order to limit or
prohibit the Company's credit repair business. Any such litigation could result
in substantial costs and negative publicity, both of which could have a
materially adverse effect on the Company's revenues, earnings, financial
condition, stock price and prospects.

RISKS RELATED TO OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES FUTURE FORECASTING DIFFICULT. We were
incorporated in October 1999. We began selling our products and services, and
launched our web site, in April, 2000. As a result of our limited operating
history, it is difficult to accurately forecast our net sales, and we have
limited meaningful historical financial data upon which to base planned
operating expenses. For example, during the six month period December 31, 2000,
our revenues were substantially lower than we had anticipated due to Electronic
EFT Collection Methods, and our expenses were substantially higher than we had
anticipated due to unanticipated financing expenses and expenses related to
acquisitions. This also resulted in substantially higher losses from operations
than we had anticipated. We base our current and future expense levels on our
operating plans and estimates of future net sales, and our expenses are to a
large extent fixed. Sales and operating results are difficult to forecast
because they generally depend on the volume and timing of our sales and
expenses.

WE ANTICIPATE FUTURE LOSSES AND NEGATIVE CASH FLOW. We expect operating losses
and negative cash flow to continue for the foreseeable future. As of December
31, 2000, we had an accumulated deficit of $8 million. We incurred net losses of
$ 5.3 million for the six months ended December 31, 2000. Also, as a result of
our acquisition of an approximately $352 million non-performing debt portfolio,
we incurred unanticipated acquisition expenses in the form of legal and
accounting fees and consulting expenses. To the extent we do not generate
sufficient cash flow to recover the amount of the investment recorded, the
investment may be considered impaired and could be subject to earlier write-off,
or we may chose to return all or a portion of the non-performing debt to the
seller in return for a proportionate return of the consideration paid. In such
events, our net loss in any given period could be greater than anticipated, or
our assets could materially decline, and the market price of our stock could
decline.

ANY FAILURE BY US TO SUCCESSFULLY EXPAND OUR OPERATIONS WOULD HAVE A MATERIAL
ADVERSE EFFECT ON US. Any failure by us to successfully expand our operations to
accommodate increases in demand and customer orders would have a material
adverse effect on our business prospects, financial condition and operating
results. Under such circumstances, the material adverse effects may include,
among other things, an inability to increase net sales in accordance with the
expectations of securities analysts and investors; increases in costs that we
may incur to meet customer expectations; increases in expenses if we are
required to make additional capital expenditures to improve our IT systems; loss
of customer loyalty and repeat business from customers if they become
dissatisfied with our services; and damage to our reputation and brand image
arising from uncertainty with respect to our operations. The occurrence of one
or more of these events would be likely to cause the market price of our
securities to decline further.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS. The online commerce market is intensely competitive. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which could seriously harm our net sales and
results of operations. We expect competition to intensify in the future. In the
event other competitors enter our market space, including for example debt
collection companies or credit bureaus, these competitors may have longer
operating histories, larger customer or user bases, greater brand recognition
and significantly greater financial, marketing and other resources than we do.
Many of these competitors may be able to devote substantially more resources to
web site development than we can. In addition, larger, well-established and
well-financed entities may join with online competitors or credit bureaus as the
use of the Internet and other online services increases. Our competitors may be
able to secure products and services from vendors on more favorable terms,
fulfill customer orders more efficiently and adopt more aggressive pricing
policies than we can.

IF WE OFFER NEW PRODUCTS OR SERVICES THAT DO NOT ACHIEVE MARKET ACCEPTANCE, OUR
BRAND AND REPUTATION COULD BE DAMAGED AND WE COULD FAIL TO ATTRACT NEW
CUSTOMERS. We strive to continuously add additional products and services that
our customers may find desirable. Any new product or service that is launched or
acquired by us which is not favorably received by consumers could damage our
brand or reputation. This damage could impair our ability to attract new
customers, which could cause our net sales to fall below expectations. The
expansion of our business to include any new product or service will require
significant additional expenses and strain our management, financial and
operational resources.


<PAGE>

OUR FACILITIES AND SYSTEMS ARE VULNERABLE TO NATURAL DISASTERS AND OTHER
UNEXPECTED PROBLEMS. THE OCCURRENCE OF A NATURAL DISASTER OR OTHER UNEXPECTED
PROBLEM COULD DAMAGE OUR REPUTATION AND BRAND AND REDUCE OUR NET SALES. We are
vulnerable to natural disasters and other unanticipated problems that are beyond
our control. Our office facilities in California house substantially all of our
product development and information systems. Our third-party Web site hosting
facilities located in Irvine house a substantial amount of our computer and
communications hardware systems. A natural disaster, such as an earthquake, or
harsh weather or other comparable problems that are beyond our control could
cause interruptions or delays in our business and loss of data or render us
unable to accept and fulfill customer orders or provide our services. Any such
interruptions or delays at these facilities would reduce our net sales. In
addition, our systems and operations are vulnerable to damage or interruption
from fire, flood, power loss, telecommunications failure, break-ins, earthquakes
and similar events. We have no formal disaster recovery plan and our insurance
may not adequately compensate us for losses that may occur. In addition, the
failure by the third-party facilities to provide the data communications
capacity required by us, as a result of human error, natural disaster or other
operational disruptions, could result in interruptions in our service. The
occurrence of any or all of these events could damage our reputation and brand
and impair our business.

OUR NET SALES COULD DECREASE IF OUR ONLINE SECURITY MEASURES FAIL. Our
relationships with our customers may be adversely affected if the security
measures that we use to protect their personal information, such as credit card
numbers, are ineffective. If, as a result, we lose many customers, our net sales
would decrease. We rely on security and authentication technology that we
license from third parties. With this technology, we perform real-time credit
card authorization and verification with our bank. We cannot predict whether
events or developments will result in a compromise or breach of the technology
we use to protect a customer's personal information. Furthermore, our servers
may be vulnerable to computer viruses, physical or electronic break-ins, denial
of service attacks and similar disruptions. We may need to expend significant
additional capital and other resources to protect against a security breach or
to alleviate problems caused by any breaches. We cannot assure that we can
prevent all security breaches.

OUR NET SALES AND GROSS MARGINS WOULD DECREASE IF WE EXPERIENCE SIGNIFICANT
CREDIT CARD FRAUD. A failure to adequately control fraudulent credit card
transactions would reduce our net sales and our gross margins because we do not
carry insurance against this risk. We use technology to help us to detect the
fraudulent use of credit card information. Nonetheless, to date, we have
suffered losses as a result of orders placed with fraudulent credit card data
even though the associated financial institution approved payment of the orders.
Under current credit card practices, we are liable for fraudulent credit card
transactions because we do not obtain a cardholder's signature.

IF WE DO NOT RESPOND TO RAPID TECHNOLOGICAL CHANGES, OUR SERVICES COULD BECOME
OBSOLETE AND WE COULD LOSE CUSTOMERS. If we face material delays in introducing
new services, products and enhancements, our customers may forego the use of our
services and use those of our competitors. To remain competitive, we must
continue to enhance and improve the functionality and features of our Web site.
The Internet and the online commerce industry are rapidly changing. If
competitors introduce new products and services embodying new technologies, or
if new industry standards and practices emerge, our existing Web site and
proprietary technology and systems may become obsolete. To develop our Web site
and other proprietary technology entails significant technical and business
risks. We may use new technologies ineffectively or we may fail to adapt our Web
site, our transaction processing systems and our computer network to meet
customer requirements or emerging industry standards.

INTELLECTUAL PROPERTY CLAIMS AGAINST US CAN BE COSTLY AND COULD IMPAIR OUR
BUSINESS. Other parties may assert infringement or unfair competition claims
against us. We cannot predict whether third parties will assert claims of
infringement against us, or whether any past or future assertions or
prosecutions will harm our business. If we are forced to defend against any such
claims, whether they are with or without merit or are determined in our favor,
then we may face costly litigation, diversion of technical and management
personnel, or product shipment delays. As a result of such a dispute, we may
have to develop non-infringing technology or enter into royalty or licensing
agreements. Such royalty or licensing agreements, if required, may be
unavailable on terms acceptable to us, or at all. If there is a successful claim
of product infringement against us and we are unable to develop non-infringing
technology or license the infringed or similar technology on a timely basis, it
could impair our business.


<PAGE>

IF THE PROTECTION OF OUR TRADEMARKS AND PROPRIETARY RIGHTS IS INADEQUATE, OUR
BRAND AND REPUTATION COULD BE IMPAIRED AND WE COULD LOSE CUSTOMERS. The steps we
take to protect our proprietary rights may be inadequate. We regard our
copyrights, service marks, trademarks, trade dress, trade secrets and similar
intellectual property as critical to our success. We rely on United States and
international trademark and copyright law, trade secret protection and
confidentiality or license agreements with our employees, customers, partners
and/or others to protect our proprietary rights. Effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which we will sell our products and services online. Furthermore, the
relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear. Therefore, we may be
unable to prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise decrease the value of our trademarks and other
proprietary rights.

THE LOSS OF THE SERVICES OF ONE OR MORE OF OUR KEY PERSONNEL, OR OUR FAILURE TO
ATTRACT, ASSIMILATE AND RETAIN OTHER HIGHLY QUALIFIED PERSONNEL IN THE FUTURE,
COULD DISRUPT OUR OPERATIONS AND RESULT IN A REDUCTION IN NET SALES. The loss of
the services of one or more of our key personnel could seriously interrupt our
business. We depend on the continued services and performance of our senior
management and other key personnel, particularly David B. Coulter, our Chief
Executive Officer and Chairman of the Board. Our future success also depends
upon the continued service of our executive officers and other key sales,
marketing and support personnel. Our relationships with our officers and key
employees are generally at will. We do not have "key person" life insurance
policies covering any of our employees.

WE HAVE INCURRED NET LOSSES AND MAY INCUR LOSSES IN FUTURE PERIODS; WE HAVE AN
ACCUMULATED DEFICIT. We have incurred substantial net losses and have an
accumulated deficit of approximately $7.9 million at December 31, 2000. There
can be no assurance that we will be able to achieve and maintain profitability
long enough to recover the accumulated deficit. Significant expenditures have
been made to build the infrastructure necessary to the Company's credit
management operations, financial services operations, acquire charged-off
portfolios, market and create new credit card accounts from these portfolios
and service the resulting base of credit card accounts. Results of operations
will depend on numerous factors, including, without limitation, the following:

         -   revenue generation from credit management and financial services;
         -   market acceptance of our products and services;
         -   purchase costs of charged off consumer debt portfolios;
         -   marketing, origination and servicing costs for our credit card
             receivables;
         -   revenue generated from our credit card portfolio;
         -   availability of additional financing to purchase non-performing
             consumer debt portfolios and finance working capital;
         -   performance of our receivables; and
         -   ability to sell and securitize our credit card receivables.

WE MAY BE UNABLE TO MEET OUR ADDITIONAL LIQUIDITY REQUIREMENTS. There is no
assurance that we will be able to meet our future liquidity requirements. We
have a substantial ongoing need for liquidity to finance our operations, and
this need is expected to increase along with the growth in our business. Our
primary operating cash requirements include the purchase of non-performing
portfolios, the marketing, servicing and collection of credit cards, and ongoing
administrative expenses. We fund our cash requirements through a combination of
cash flow from operations, asset sales and securitizations, loans and other
financing transactions. In the event additional financing is unavailable to us
and additional receivable sales and securitizations are not completed, our
ability to operate our business will be limited and our financial condition,
operating results or cash flows could be materially adversely affected.

WE MAY NOT GENERATE SUFFICIENT CASH FLOWS OUR OPERATIONS. We are primarily in
the business of providing credit management, financial services and debt
exchange which includes credit card products to consumers who have previously
defaulted on a debt. Prior to our acquisition of the receivables, the
originating institutions and intermediary owners, if any, have generally made
numerous attempts to collect on the non-performing accounts. We acquire the
receivables at a discounted price, and we believe we can successfully generate
cash flows on the new credit card accounts in excess of its acquisition cost for
the receivables. We may not be able to generate sufficient cash from our
members, our receivables, or our financial services fees to cover the costs
associated with operating our business.




<PAGE>

BECAUSE THE MARKET FOR OUR DEBT EXCHANGE CREDIT CARD RECEIVABLES IS LIMITED, WE
MAY NOT BE ABLE TO SELL OR SECURITIZE THESE PORTFOLIOS TO GENERATE REQUIRED
CASH. The Future of Voleran (Debt Exchange) is highly dependent upon our ability
to sell or securitize the portfolios of credit cards that have been generated
from non-performing debt that we acquire. No assurance can be given that we will
be able to sell any portfolio or do any securitization. While there have been
securitizations completed by companies that purchase non-performing consumer
debt portfolios and subsequently attempt to collect on these accounts, we are
unaware of any significant securitization of credit card receivables generated
from portfolios of non-performing debt. We believe that the market for
receivables of this nature is limited and that there can be no assurance that
any such market will develop to the stage where we can be assured of buyers for
our securitizations and portfolio sales. In addition, financial institutions
that buy credit card receivables or invest in securitizations may become subject
to increasing regulatory burdens or requirements that could affect the pricing
or the size of the market for such sales or securitizations. This could
negatively affect our profitability and our ability to securitize or sell our
credit card receivable portfolios.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH OR OBTAIN THE RESOURCES NECESSARY TO
ACHIEVE OUR GROWTH PLANS. If we cannot manage our growth, we may experience
fluctuations in net income or sustain net losses. Since inception, we have grown
rapidly, placing significant demands on our management, administrative,
operational and financial resources. We seek to continue our growth trends,
which could place additional demands on our resources. Future growth will depend
on numerous factors, including the following:

         -   duration of membership length;
         -   continued third party billing for membership payments via credit
             card or e-check;
         -   acceptance of our services by third party lenders;
         -   development of additional relationships with banks willing to issue
             credit cards for us;
         -   availability of additional non-performing portfolios for purchase;
         -   availability of financing to purchase these portfolios and finance
             ongoing operations;
         -   ability to sell and securitize our seasoned credit card
             receivables;
         -   ability to maintain a high quality of customer service; and
         -   recruitment, motivation and retention of qualified personnel.

Sustained growth also may require implementation of enhancements to our
operational and financial systems and additional management, operational and
financial resources. There can be no assurance that we will be able to manage
our expanding operations effectively or to maintain our historical level of cash
flows, or that we will be able to maintain or accelerate our growth. Our failure
of to manage growth could harm our results of operations or financial condition.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE, WHICH MAY AFFECT OUR ABILITY TO
FINANCE OUR GROWTH AND OPERATIONS. The timing of membership payments, acquiring
new members, portfolio acquisitions and the timing of credit card receivables
sales and securitizations can affect the timing of recorded income and result in
periodic fluctuations in our quarterly operating results, as well as affecting
our cash requirements.

BECAUSE WE CANNOT ISSUE OUR OWN CREDIT CARDS, THE FAILURE TO CONTINUE
RELATIONSHIPS WITH THIRD-PARTY CREDIT CARD ISSUERS COULD SEVERELY DISRUPT OUR
BUSINESS. We are not licensed to nor do we currently have the ability to
independently issue credit cards. Accordingly, we depend on third-party
financial institutions to issue credit cards to our customers. If any agreement
with a credit card issuer is discontinued and we cannot find a new credit card
issuer willing to issue cards to consumers with impaired credit history, we
would not be able to operate our business as it is currently conducted. In
addition, we may not be able to enter into an agreement with an alternate
provider on terms that we consider favorable or in a timely manner without
disruption of our business.

In addition, the third-party financial institutions on which we rely are
subject to extensive governmental regulation. If such regulators impose
additional regulations or restrictions on third-party financial institutions in
connection with issuing credit cards, such regulations or restrictions could
impose additional costs or limitations upon our operations. These costs and/or
limitations could reduce our profitability and adversely affect financial
results.


<PAGE>

WE MAY NOT BE ABLE TO ACQUIRE ENOUGH RECEIVABLES ON FAVORABLE TERMS TO OPERATE
PROFITABLY. To obtain additional credit card customers, we depend on the
continued availability of non-performing portfolios that meet our requirements.
Any decrease in availability of receivables or any increase in the cost of
receivables could reduce our profitability and liquidity and have a material
adverse affect on our results of operations or financial condition. The
availability of portfolios of receivables for future purchase at prices
favorable to us depends on a number of factors outside of our control. These
factors may include, but are not limited to:

         -   continuation of the current growth trend in credit card and
             consumer installment debt;
         -   the ability of consumers to obtain credit, especially unsecured
             credit cards;
         -   entry of new competitors;
         -   if traditional credit card lenders rehabilitate their own
             non-performing credit card receivables; and
         -   overly aggressive pricing by competitors.

FLUCTUATIONS IN ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS. During
strong economic cycles, available credit, including consumer credit, generally
increases and payment delinquencies and defaults generally decrease. During
periods of economic slowdown and recession, such delinquencies and defaults
generally increase. No assurances can be given that our debt exchange credit
card losses and delinquencies would not worsen in a weak economic cycle.
Significant increases in credit card losses would weaken our financial
condition.

WE MAY NOT BE ABLE TO SUCCESSFULLY ANTICIPATE, INVEST IN OR ADOPT TECHNOLOGICAL
ADVANCES WITHIN OUR INDUSTRY. Our success is dependent in large part on our
continued investment in sophisticated telecommunications and computer systems,
internet and world wide web development, predictive dialers, automated call
distribution systems and digital switching equipment. We have invested
significantly in technology in an effort to remain competitive and anticipate
that it will be necessary to continue to do so. Moreover, computer and
telecommunications technologies are evolving rapidly and are characterized by
short product life cycles, which require us to anticipate and stay current with
technological developments. There can be no assurance that we will be successful
in anticipating, managing or adopting such technological changes on a timely
basis or that we will have the capital resources available to invest in new
technologies.

WE ARE DEVELOPING NEW PRODUCTS AND SERVICES WHICH MAY NOT BE SUCCESSFUL. While
we may, from time to time, develop additional products and services, there can
be no assurance that such products and services will be completed or
successfully marketed and implemented. Consumer preferences for credit card,
credit management and credit related products are difficult to predict,
specifically where consumers have experienced past credit difficulties. There
can be no assurance that the products and services we introduce will be
accepted. Failure to obtain significant customer satisfaction or market share
for our products and services would have a material adverse effect on our
operations and financial condition.

OUR OPERATIONS DEPEND, IN PART, ON THE PROTECTION OF CERTAIN PROPRIETARY
INFORMATION. Our operations depend, in part, on certain proprietary
data and analytical computer programs, methods and related know-how for our
day-to-day operations. We currently rely on a combination of confidentiality
agreements, contract provisions and trade secret laws to protect our proprietary
rights. Although we intend to protect our rights vigorously, there can be no
assurance that we will be successful in protecting our proprietary rights. If we
are not able to protect such rights, or if such information and data become
widely available, we may lose a competitive advantage within our market niche.
Such loss of competitive advantage could result in decreased revenues and
profitability.


<PAGE>

FAILURE TO COMPLY WITH CONSUMER AND DEBTOR PROTECTION LAWS AND REGULATIONS COULD
ADVERSELY AFFECT OUR BUSINESS UNIT VOLERAN. Our collection practices, business
operations and credit card receivables are subject to numerous federal and state
consumer protection laws and regulations imposing licensing and other
requirements with respect to purchasing, collecting, making and enforcing
consumer loans. We will conduct periodic compliance reviews and implements
procedures to bring us into compliance with all applicable state and federal
regulatory requirements. Our failure by us to comply with such statutes or
regulations could have a material adverse effect on our results of operations or
financial condition. In addition, due to the consumer-oriented nature of the
collections and credit card industry, there is a risk that we or other industry
participants may be named as defendants in litigation involving alleged
violations of federal and state laws and regulations, including consumer
protection laws, and consumer law torts, including fraud. A significant judgment
against us or within the industry in connection with any such litigation could
have a material adverse effect on our results of operations or financial
condition.

Going Concern

The financial statements are presented on the basis that the Company is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time.
At December 31, 2000, the Company has a deficit in working capital of
$2,663,232, a loss from operations for the period October 21, 1999 to December
31, 2000 of $6,247,940 and an accumulated deficit of $7,957,986 from date of
Inception on October 21, 1999.

JUNUM is emerging from a developmental stage. Subsequent to December 31,
2000, the Company has engaged in equity based fund-raising, canceled a lease on
excess building space in California and signed a sub-lease agreement with a
tenant to take over the remaining period on abandoned office space in Nevada.

Management believes that current plans to expand the Company's operations and a
combination of its financing and capital raising plans will provide sufficient
working capital to allow the Company to continue as a going concern.

NEED FOR ADDITIONAL FINANCING. The Company may require substantial additional
financing to complete the capitalization of its business plan. The additional
financing will be used primarily for on-line and off-line marketing to establish
brand recognition. The Company can give no assurance that it will successfully
negotiate or obtain additional financing, or that it will obtain financing on
terms favorable or acceptable to it. The Company's ability to obtain additional
capital depends on market conditions, the global economy and other factors
outside its control. If the Company does not obtain adequate financing or such
financing is not available on acceptable terms, the Company's ability to finance
its expansion, develop or enhance products or services or respond to competitive
pressures would be significantly limited. The Company's failure to secure
necessary financing could have a material adverse effect on its business,
prospects, financial condition and results of operations.


<PAGE>

UNCERTAIN ACCEPTANCE OF THE INTERNET. The market for the Company's services has
only recently begun to develop and will continue to evolve rapidly. As a result,
demand and market acceptance of products and services over the Internet remain
uncertain. Moreover, since the market for its services is new and evolving, the
Company cannot accurately predict the size of this market or its future growth
rate, if any. The success of the Company's services will depend substantially
upon the widespread acceptance and use of the Internet by a broad base of
consumers. Rapid growth in the use of the Internet is a recent phenomenon. For
the Company to succeed, consumers who have historically used other means must
accept and utilize novel ways of conducting business and exchanging information.
The Company cannot assure you that a broad base of consumers will accept the
Internet as an effective way of conducting business and exchanging information
or selecting consumer credit and insurance products. If the Company's on-line
services do not achieve market acceptance or if the Internet does not become a
viable way of conducting business and exchanging information, the Company's
business, results of operations and financial condition would suffer a material
adverse effect, and the Company may be unable to sustain its operations.

DEVELOPING MARKET; UNPROVEN ACCEPTANCE OF THE COMPANY'S SERVICES. The markets
for the Company's services have only recently begun to develop and are rapidly
evolving and are characterized by an increasing number of market entrants who
have introduced or developed consumer credit offerings on the Internet and on
the Web. As is typical in the case of a new and rapidly evolving industry,
demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty and risk. If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors, or if
the Company's services do not achieve or sustain market acceptance, the
Company's business, operating results and financial condition will be materially
and adversely affected.

RISKS ASSOCIATED WITH BRAND DEVELOPMENT. The Company believes that establishing
and maintaining the "JUNUM" brand is a critical aspect of its efforts to attract
and expand its audience and that the importance of brand recognition will
increase due to a growing number of Internet sites and the relatively low
barriers to entry. Promotion and enhancement of the "JUNUM" brand will depend
largely on the Company's success in providing high quality products and
services, which cannot be assured. If the Company is unable to promote and
maintain its brand, the Company's business, operating results and financial
condition will be materially and adversely impacted.

RELIANCE ON THIRD PARTY VENDORS FOR REVENUE COLLECTIONS. The Company offers its
members the ability to pay their monthly membership fees by credit card, debit
card or automatic withdrawal from their checking accounts. Such transactions are
processed by third party vendors currently under contract with the Company.
Although these processes have been operational from March 15, 2000, the Company
at times has experienced technical difficulties in processing some of its
e-check payments. Management continues to work with the applicable vendor to
eliminate these problems. However, there can be no assurance that the Company
will not experience similar problems in the future. Any continuing difficulties
in processing e-checks or any future problems with any of the above payment
methods could delay cash collections and defer revenue recognition.

Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company does not perceive exposure to market risk for interest rates related
to debt obligations given that the Company's debt is nominal and at fixed
rates.  The Company does not believe that its investments or future investments,
in the aggregate, will have significant exposure to interest rate risk.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and the report thereon of Smith & Company,
CPAs, dated March 16, 2001, are included in Item 14 of this report and are
incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None


<PAGE>
                                    PART III

Item 10:  DIRECTORS AND EXECUTIVE OFFICERS

  Name                       Age     Position

  David B. Coulter           32      Founder, Chairman, Chief Executive Officer

  Tyler T. Aldous            31      President, Chief Operations Officer

  Craig Hewitt               33      Secretary, Chief Financial Officer

  Scott Rader                32      Chief Technology Officer

  Brent R. Jones             52      Vice President of Sales & Marketing

  Ivan De La Torre           31      Vice President of Operations

  Steven W. Keck             51      Controller

  John Laskey                52      Director

  Andreea Porcelli           32      Director

David B. Coulter, Founder, Chairman of the Board and Chief Executive Officer
Mr. Coulter founded the Company on October 25, 1999. He has served as Chief
Executive Officer since inception. Prior to that time, he founded and was
Chairman and CEO of eSat, Inc., a technology company, which he guided to the
public market place. He also provides direction and leadership to several
technology start-ups. Mr. Coulter was employed by eSat, Inc. from January 1996
to March 1999, and he has been the chairman of e-Project.com, Inc since April
1999 to present.

Tyler T. Aldous, CPA, President and Chief Operations Officer
Mr. Aldous was named to his present position in September of 2000. Prior to that
time, he served as Chief Executive Officer and President of
WestCoastTraders.com. He has also held various consulting positions with Ernst &
Young and Deloitte & Touche. He holds a Masters degree from the Marriott School
of Management at Brigham Young University and is Certified Public Accountant.
Mr. Aldous was employed by Deloitte & Touch from January 1996 to July 1997 and
was employed by WestCoastTraders.com from October 1997 to April 2000.

Craig Hewitt, Secretary and Chief Financial Officer
Mr. Hewitt has served in his present position since August of 2000. Prior to
that time, he served as Chief Financial Officer for two different NASDAQ
national companies. He also serves as financial advisor on the board of
directors for Metallurgical Testing Laboratories. He holds a Bachelors degree in
Business from California State University, Fullerton. Mr. Hewitt was employed by
HNC Software from January 1996 to November 1998 and was employed by Universal
Broadband Networks from November 1998 to July 2000.

Scott Rader, Chief Technology Officer
Mr. Rader was named to his present position in April of 2000. Prior to that
time, he served as Web Master from January of 2000. His previous positions
include Information Technology Manager for Parker Hannifin, Manager of
Telecommunications for the Disney Store and Network Manager for Chiron Vision
Corporation. From January 1996 to January 1997 Mr. Rader was employed by Disney,
from January 1997 to October 1997 Mr. Rader was employed by Technology
Integration Group and from October 1997 to January 2000 he was employed by
Parker Hannifin.

Brent R. Jones, Vice President of Sales & Marketing
Mr. Jones joined the Company in March of 2001. Previously, he served as
president of Autobytel, Canada, Inc. He has also held the positions of Chief
Operating Officer for Autobytel and Vice President of Sales and Marketing for
Dycam, Inc., as well as senior sales and marketing positions with Liant Software
Corporation and Calcomp. Mr. Jones holds a Bachelor of Science degree in
marketing from the University of Utah. From January 1996 to March 1997 Mr. Jones
was employed by Dycam, Inc., from November 1997 to February 2000 he was employed
by Autobytel, and from March 2000 to August 2000 he was employed by
TheBigHub.com.

Ivan De La Torre, Vice President of Operations
Mr. De La Torre has served in his present position since July of 2000. Prior to
that time, he served as Director of Sales from May of 2000. Previously, he was
Director of Operations for Bainbridge and held various consulting positions with
Earth Tech., a subsidiary of Tyco International. He holds a Bachelors Degree
from the Graziado School of Business at Pepperdine University. Mr. De La Torre
was employed by Earth Tech from January 1996 to September 1998 and was employed
by the Bainbridge Group from October 1998 to June 2000.


<PAGE>

Steven W. Keck, CPA,  Controller
Mr. Keck has served in his present position at since May 2000. Mr. Keck has over
25 year experience in finance and accounting operations in various industries
including real estate, professional services and direct response marketing and
distribution companies. Most recently, he provided consulting services to the
Company through Resources Connection, a spin-off of Deloitte & Touche. He is a
graduate of Colorado State University and is a CPA in Colorado. From January
1996 to November 1997 Mr. Keck was employed by KimCo Financial, from December
1997 to December 1998 he was employed by A Better Way of Learning, Inc., and
from December 1998 to May 2000 he was employed by Resources Connection.

John Laskey, Director
Mr. Laskey is a former Chief Financial Officer and Vice President of Finance of
Quest Software (Nasdaq : QSFT). Mr. Laskey has served as the Chief Financial
Officer and Vice President, Finance of Continuus Software Corporation, a
provider of software change and configuration management solutions. Mr. Laskey
worked at FileNet Corporation for 9 years where he was recently the Vice
President, Finance and Principal Accounting Officer. Prior to working at
FileNet, Mr. Laskey worked at Alpha Microsystems, Basic Four Information
Systems, For Aerospace Corporation and Rockwell International. Mr. Laskey
received his B.S. degree in Electrical Engineering from the University of
Illinois in 1971 and his M.B.A. from Loyola University of Chicago in 1975. Mr.
Laskey has been a director since March 1, 2001.

Andreea Porcelli, Director
Mrs. Porcelli has over eight years of investment banking experience matured in
the U.K., Switzerland and the U.S. During the past four years, she has raised in
excess of $35 million for small capitalization companies, working together with
major European banks and mutual funds. Mrs. Porcelli is a published author of
several guides to international universities and holds a degree in International
Relations and Economics from Franklin College in Switzerland.

There are no family relationships between any directors or officers of the
Company.

Compliance with Section 16(a) of the Exchange Act

Based on a review of Forms 3, 4 and 5 filed by the Company's directors,
executive officers and owners of 10% or more of its common stock, the Company
believes that no such person failed to file any reports required to be filed by
section 16(a) of the Securities Act of 1933.

Item 11. EXECUTIVE COMPENSATION

The following table discloses compensation for the year ended December 31, 2000,
for the Chief Executive Officer and each of the named executive officers.
<TABLE>
<CAPTION>

Name                                   Salary    Bonus    Restricted       Securities            All Other
Principal Position                                        Stock Awards     Underlying Options    Compensation
                                         (1)      (1)          (1)                               (1)
--------------------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>         <C>            <C>                  <C>
David B. Coulter                     $138,400     N/A       $442,500       Preferred Series A-
Chief Executive Officer, Chairman                                          83 shares*

Tyler T. Aldous                        35,992     N/A       $147,500       Common Stock-         $1,500 car
President and Chief Operation Officer                                      250,000 shares        allowance paid
                                                                           Preferred Series A-
                                                                           42 shares *

Craig Hewitt                           51,567     N/A       $147,500       Common Stock-         $2,000 car
Chief Financial Officer                                                    250,000 shares        allowance paid
                                                                           Preferred Series A-
                                                                           42 shares *

Ivan De La Torre                       65,292     N/A       $147,500       Common Stock-         $1,200 car
V.P. of Sales and Business Development                                     250,000 shares        allowance paid


Scott Rader                            95,500   $10,000     $147,500                             $7,000 loan
Chief Technical Officer                                                                          $3,500 car
                                                                                                 allowance paid
(1)  Calendar Year 2000.
</TABLE>

* These preferred shares were granted under a non-qualified stock option plan
vesting ratably over 36 months; restricted during the first six months. The
shares presented represent the one-sixth exercisable on May 16, 2001.


<PAGE>

         Year 2000 compensation was paid through junum.com, Inc.

         The Company has an employment agreement with David B. Coulter, its
Chief Executive Officer, regarding the terms of his employment. The agreement
has an initial term of three years. The agreement provides for an annual base
salary of $130,000 and 660,000 stock options.

         The Company has an employment agreement with Tyler T. Aldous, its
President and Chief Operations Officer, regarding the terms of his employment.
The agreement has an initial term of three years. The agreement provides for an
annual base salary of $130,000 and 250,000 stock options.

         The Company has an employment agreement with Craig Hewitt, its Chief
Financial Officer, regarding the terms of his employment. The agreement has an
initial term of three years. The agreement provides for an annual base salary of
$130,000 and 250,000 stock options.

         The Company has an employment agreement with Scott Rader, its Chief
Technology Officer, regarding the terms of his employment. The agreement has an
initial term of three years. The agreement provides for an annual base salary of
$115,000 and 500,000 stock options.

         On October 15, 2000, the Company granted to the following employees
warrants to purchase 1,750,000 shares of common stock at a price of $.01 per
share. Under the terms of the grant the warrants were immediately exercisable
and employees exercised all the applicable warrants. Management estimated that
the fair value of such warrants was $.60 per warrant at the date of the grants.
Employees compensation expense of $1,032,500 was recognized during the six-month
period ended December 31, 2000.

         The following table discloses these warrants converted to common stock
during the year ended December 31, 2000, for the Chief Executive Officer and
each of the named executive officers.


Name                                                        Warrants
Principal Position                                          Exercised
---------------------------                                -----------
David B. Coulter
Chief Executive Officer, Chairman                            750,000

Tyler T. Aldous
President and Chief Operation Officer                        250,000

Craig Hewitt
Chief Financial Officer                                      250,000

Ivan De La Torre
V.P. of Sales and Business Development                       250,000

Scott Rader
Chief Technical Officer                                      250,000
                                                         ------------
                                        Total              1,750,000


Item 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information relating to the beneficial ownership
by those persons beneficially holding more than 5% of the Company's Preferred,
Series A, Voting Stock as of March 15, 2001. The Company's classes of stock are
referenced in note 9 of the financial statement footnotes.

<TABLE>
<CAPTION>

Title of Class           Name of Stockholder         Number of Shares Owned       Percentage of Class
--------------           -------------------         ----------------------       -------------------
<S>                      <C>                         <C>                          <C>
Voting, Series A         David B. Coulter            1,846 *                      78.69%
                         Tyler T. Aldous             250   *                      10.66%
                         Craig Hewitt                250   *                      10.66%
</TABLE>

*500 shares of David Coulter's and 250 each of Tyler T. Aldous' and Craig
Hewitt's were granted under a non-qualified stock option plan vesting ratably
over 36 months; restricted during the first six months. The first one-sixth (83
and 42 each, respectively) are exercisable on May 16, 2001.


<PAGE>

The following table sets forth information relating to the beneficial ownership
of the Company's Common Stock by those officers and directors named in the
Executive Compensation Table and by the directors and executive officers as a
group as of March 15, 2001.

Name of Shareholder            Number of Shares     Percentage of Class
-------------------            ----------------     -------------------
David B. Coulter                   7,950,000                59.73%
Tyler T. Aldous                      250,000                 1.88%
Craig Hewitt                         250,000                 1.88%
Ivan De La Torre                     250,000                 1.88%
Scott Rader                          250,000                 1.88%

Directors and Executive
    Officers as a group            8,950,000                67.24%

Unless otherwise indicated, the address for all aforementioned officers is 1590
Corporate Drive, Costa Mesa, CA 92626.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's chairman and majority stockholder advanced $2,054,479 to the
Company during 2000. According to an October 25, 1999 agreement between David B.
Coulter and the Company whereby David B. Coulter acted as company agent in
regards to the advancement of the $2,054,479, David B. Coulter accepted 1,946
shares of $1,000 par value Series A preferred stock in full settlement of the
$1,946,000 of the debt. Series A preferred stock is convertible into restricted
common stock at $0.50 per share. On November 15, 2000, the chairman converted
600 shares of Series A preferred stock into 1,200,000 shares of restricted
common stock. The Company still owes the chairman $108,479, which is due on
demand and bears interest at 8% per annum.

The Company also assumed $59,600 in debt to a Eurbid stockholder in connection
with the reverse acquisition.

RELATED PARTY TRANSACTIONS

Immediately before the execution and delivery of the Stock Exchange Agreement,
dated as of November 15, 2000, between the Company, David Coulter and certain
other Junum.com stockholders (the "Stock Exchange Agreement"), the sole
remaining director of the Company at that time appointed David Coulter and
Andreea Porcelli as directors of the Company to fill two vacancies on the
Company's Board at that time (the "Replacement Directors"), upon which such sole
remaining director of the Company resigned, and the Replacement Directors
appointed a third new director (the "Third New Director"). The Replacement
Directors and the Third New Director, collectively as the Company's new Board of
Directors, approved the Stock Exchange Agreement on behalf of the Company. Mr.
Coulter was the majority stockholder of Junum.com, Inc. and therefore had a
direct material interest in the transactions contemplated by the Stock Exchange
Agreement.

Andreea Porcelli, a director of the Company, has been engaged in fund raising
for the Company. The Company intends to continue to access fund raising
activities made available by Ms. Porcelli.

Certain members of management were granted warrants to purchase common stock on
October 15, 2000. The terms are as follows:

On October 15, 2000, the Company granted to the following employees warrants to
purchase 1,750,000 shares of common stock at a price of $.01 per share. Under
the terms of the grant the warrants were immediately exercisable and employees
exercised all the applicable warrants. Management estimated that the fair value
of such warrants was $.60 per warrant at the date of the grants. Employees
compensation expense of $1,032,500 was recognized during the six-month period
ended December 31, 2000.

The following table discloses these warrants converted to common stock during
the year ended December 31, 2000, for the Chief Executive Officer and each of
the named executive officers.


Name                                                        Warrants
Principal Position                                          Exercised
---------------------------                                -----------
David B. Coulter
Chief Executive Officer, Chairman                            750,000

Tyler T. Aldous
President and Chief Operation Officer                        250,000

Craig Hewitt
Chief Financial Officer                                      250,000

Ivan De La Torre
V.P. of Sales and Business Development                       250,000

Scott Rader
Chief Technical Officer                                      250,000
                                                          ------------
                                        Total               1,750,000

See Executive Compensation for information concerning Stock Warrants granted to
certain executive officers.

Pursuant to the Stock Exchange Agreement dated as of November 15, 2000, by and
between the Company, David Coulter and certain other stockholders of Junum.com,
Inc., the Company agreed to assume the following stock options, subject to the
consent of the holders thereof.

On March 28, 2000, Junum.com, Inc. granted to George Ama, III, options to
purchase 125,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is March 28, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Melinda Bowles, options to
purchase 50,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is March 28, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Evangeline Cordell, options to
purchase 50,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is March 28, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to David Driskell, options to
purchase 20,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is March 28, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Elizabeth Glauberman, options to
purchase 20,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is March 28, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Clint Harritt, options to purchase
20,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Travis Harritt, options to
purchase 50,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is March 28, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Tim Hunter, options to purchase
75,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Ida Jackman, options to purchase
20,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to James Knutson, options to purchase
30,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Mark Martinez, options to purchase
35,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Rose McDade, options to purchase
50,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Jaime Munoz, options to purchase
20,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Javier Munoz, options to purchase
20,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Matt Orphanl, options to purchase
20,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Darin Smith, options to purchase
5,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is March 28, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On March 28, 2000, Junum.com, Inc. granted to Salvatore J. Stefanelli, options
to purchase 50,000 shares of junum.com, Inc. common stock at an exercise price
of $1.00. The expiration date of these options is March 28, 2010. The options
will vest as follows: (i) 16.7% after six months from the date of grant and (2)
the remaining 83.3% will vest as to 1/30th each month over the following 30
months.

On May 29, 2000, Junum.com, Inc. granted to Jerry Fonaine, options to purchase
25,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is May 29, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On June 3, 2000, Junum.com, Inc. granted to Steven T. Rader, options to purchase
20,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is June 2, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

On June 15, 2000, Junum.com, Inc. granted to Gaylord Ballesil, options to
purchase 5,000 shares of junum.com, Inc. common stock at an exercise price of
$1.00. The expiration date of these options is June14, 2010. The options will
vest as follows: (i) 16.7% after six months from the date of grant and (2) the
remaining 83.3% will vest as to 1/30th each month over the following 30 months.

On July 31, 2000, Junum.com, Inc. granted to Larry Wiesen, options to purchase
5,000 shares of junum.com, Inc. common stock at an exercise price of $1.00. The
expiration date of these options is July 30, 2010. The options will vest as
follows: (i) 16.7% after six months from the date of grant and (2) the remaining
83.3% will vest as to 1/30th each month over the following 30 months.

<PAGE>

                                     PART IV

Item 14. EXHIBITS AND REPORTS ON FORM 8-K.
(a)      Exhibits
None

(b)      Reports on Form 8-K
The following form 8-k are incorporated by reference

  Form 8-k dated November 30, 2000 - Re: Stock Purchase Agreement
  Form 8-k dated January 16, 2001 - Re:  Acquisition of Assets
  Form 8-k-a dated January 26, 2001 - Re:  Amendment to 11/30/00 Filing
  Form 8-k dated March 9, 2001 - Re:  Change of Year End Date




<PAGE>

                                   Signatures
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable ground to believe that it meets
all of the requirements for filing on Form 10-K and has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Costa Mesa, State of California, on April 16, 2001.

                                             JUNUM INCORPORATED

                                             By: /s/ DAVID B. COULTER
                                                 -------------------------------
                                                 David B. Coulter
                                                 Chairman of the Board and Chief
                                                 Executive Officer


                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David B. Coulter his or her true and
lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act ant thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or this or her substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been sign by the following persons in the capacities
and on the date indicated:

        Name                          Title                           Date
        ----                          -----                           ----

/s/ DAVID B. COULTER            Chairman of the Board and         April 16, 2001
-----------------------------   Chief Executive Officer
    David B. Coulter


/s/ ANDREEA PORCELLI            Director                          April 16, 2001
----------------------------
    Andreea Porcelli


/s/ JOHN LASKEY                 Director                          April 16, 2001
----------------------------
    John Laskey


/s/ CRAIG HEWITT                Chief Financial Officer           April 16, 2001
----------------------------
    Craig Hewitt


/s/ STEVEN W. KECK              Controller                        April 16, 2001
----------------------------
    Steven Keck




<PAGE>
                                Smith & Company
           A Professional Corporation of Certified Public Accountants


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Junum Incorporated


We have audited the accompanying consolidated balance sheets of Junum
Incorporated (a Delaware corporation) and subsidiary as of December 31, 2000 and
June 30, 2000, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the six months ended December 31, 2000
and for the period from October 21, 1999 (date of inception) to 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 audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Junum Incorporated
and subsidiary as of December 31, 2000 and June 30, 2000, and the results of
their operations, changes in stockholders' equity, and their cash flows for the
six months ended December 31, 2000 and for the period from October 21, 1999
(date of inception) to June 30, 2000, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 12 to
the consolidated financial statements, the Company has cash flow constraints, an
accumulated deficit, and suffered recurring losses from operations. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 12. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
March 16, 2001

                                      F-1


<PAGE>
<TABLE>

                        JUNUM INCORPORATED AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                      December 31,     June 30,
                                                                          2000           2000
                                                                      ------------   ------------
<S>                                                                   <C>            <C>
       ASSETS
       ------
CURRENT ASSETS
   Cash in bank                                                       $    38,428    $    96,922
   Accounts receivable - trade (net of $79,347 allowance
     for doubtful accounts)                                                30,848              0
   Other accounts receivable                                               25,000              0
   Stock subscription receivable (Note 11)                                240,000              0
   Accounts receivable - employees                                         21,384          7,430
   Prepaid expenses                                                        29,053         29,053
                                                                      ------------   ------------
                                          TOTAL CURRENT ASSETS            384,713        133,405

PROPERTY, PLANT & EQUIPMENT (Note 2)                                    1,079,774      1,141,941

OTHER ASSETS
   Patents (Note 6)                                                       130,821        105,753
   Deposits                                                                85,047         62,062
   Credit card portfolio (Note 7)                                       5,820,000              0
   Other                                                                    4,000         44,000
                                                                      ------------   ------------
                                                                        6,039,868        211,815
                                                                      ------------   ------------

                                                                      $ 7,504,355    $ 1,487,161
                                                                      ============   ============

       LIABILITIES & STOCKHOLDERS' EQUITY
       ----------------------------------
CURRENT LIABILITIES
   Accounts payable                                                   $ 1,106,159    $   643,042
   Payable - shareholders (Note 3)                                        168,079        916,540
   Accrued expenses (Note 4)                                              711,937         64,840
   Capitalized leases                                                      50,103              0
   Loans payable (Note 5)                                               1,011,667        200,000
                                                                      ------------   ------------
                                     TOTAL CURRENT LIABILITIES          3,047,945      1,824,422

STOCKHOLDERS' EQUITY (Note 9)
   Preferred stock, issuable in series, $1,000 par value,
     10,000,000 authorized shares
       Series A convertible voting preferred stock,
         $1,000 par value, 25,000 shares authorized;
           1,346 issued and outstanding                                 1,346,000              0
       Series B convertible non-voting preferred stock,
         $1,000 par value, 25,000 shares authorized;
           750 issued and outstanding                                     750,000              0
       Series C convertible non-voting preferred stock,
         $1,000 par value, 25,000 shares authorized;
           5,100 issued and outstanding                                 5,100,000              0
   Common stock, $0.01 par value, 100,000,000 authorized shares;
       13,309,559 issued and outstanding                                  133,095         13,908
   Common stock committed, 7,001,334 shares (Note 11)                      70,013              0
   Additional paid in capital                                           7,374,887      2,286,066
   Subscriptions receivable (Note 11)                                  (2,360,000)             0
   Accumulated deficit                                                 (7,957,986)    (2,637,235)
                                                                      ------------   ------------
                                    TOTAL STOCKHOLDERS' EQUITY          4,456,009       (337,261)
                                                                      ------------   ------------

                                                                      $ 7,504,355    $ 1,487,161
                                                                      ============   ============

</TABLE>

                                      F-2


<PAGE>
<TABLE>
                        JUNUM INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                                   October 21, 1999
                                                                  Six months ended (Date of inception)
                                                                    December 31,      to June 30,
                                                                        2000             2000
                                                                   -------------     -------------
<S>                                                                <C>               <C>
Net sales                                                          $    414,091      $     74,162
Cost of sales                                                           241,777           169,242
                                                                   -------------     -------------
                                            GROSS PROFIT (LOSS)         172,314           (95,080)

General & Administrative Expenses (including $1,032,500 of
   non-cash compensation to employees)                                3,682,243         2,439,888
Depreciation                                                            124,657            78,386
                                                                   -------------     -------------
                                             NET OPERATING LOSS      (3,634,586)       (2,613,354)

Other Income (expenses)
   Net gain (loss) on disposal of assets                               (123,221)                0
   Interest income                                                          637             3,068
   Interest expense (including $1,344,422 of non-cash
     interest expense) (Note 5)                                      (1,563,582)          (26,949)
                                                                   -------------     -------------
                                   NET LOSS BEFORE INCOME TAXES      (5,320,752)       (2,637,235)

Income tax expense                                                            0                 0
                                                                   -------------     -------------

                                                       NET LOSS    $ (5,320,752)     $ (2,637,235)
                                                                   =============     =============


Basic and diluted net (loss) per weighted average share (Note 1)   $      (0.39)     $      (0.21)
                                                                   =============     =============

Weighted average number of common shares used to
   compute net income per weighted average share                     13,667,101        12,441,447
                                                                   =============     =============
</TABLE>


                                      F-3
<PAGE>
<TABLE>

                                                           JUNUM INCORPORATED AND SUBSIDIARY
                                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE PERIOD FROM OCTOBER 21, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 2000
<CAPTION>
                                                       Common Stock
                                                  Par Value $0.01 (Note 1)
                                 ---------------------------------------------------------                Additional      Retained
                                                   Shares                      Committed   Subscriptions    Paid-in       Earnings
                                    Shares       Committed       Amount          Amount      Receivable     Capital      (Deficit)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------
<S>                              <C>            <C>            <C>            <C>           <C>           <C>           <C>
Balances at 10/21/99                       0              0    $         0    $         0   $         0   $         0   $         0
Shares issued
  for cash ($.01 per share)        3,000,000                         3,000                                     57,000
  for NCCN - net asset
  ($.01 per share)                 2,000,000                         2,000                                     38,000
  for service ($69,400)              739,000                           739                                     68,661
Restatement of Common
  Stock and additional
  paid-in capital to reflect
  2 for 1 stock split              5,739,000                         5,739                                     (5,739)
Private Placement at
  $.88 per share                   2,430,000                         2,430                                  2,128,144
Net Loss                                                                                                                 (2,637,235)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------

Balances at 6/30/00
  as previously reported          13,908,000              0         13,908              0             0     2,286,066    (2,637,235)
Restatement of common
  stock and additional
  paid-in capital in
  connection with
  reverse acquisition                                              125,172                                   (125,172)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------

Balances at 6/30/00
  as restated                     13,908,000              0        139,080              0             0     2,160,894    (2,637,235)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------

Balances at 9/30/00               13,908,000              0        139,080              0             0     2,160,894    (2,637,235)
  Shares in lieu
  of interest                        200,000                         2,000                                    118,000
  Issue Officer's
  warrants                         1,750,000                        17,500                                  1,032,500
  Noncash interest expense
  from warrants issued
  on debt                                                                                                       9,722
  Noncash interest expense
  from warrants issued
  on debt                                                                                                         500
Cash paid as commission
  for PPM #1                                                                                                  (78,000)
Cancel Common Stock               (3,400,000)                      (34,000)
Issue Preferred "A" shares
  in exchange for debt
  cancellation to D. Coulter
Beneficial conversion of all
  1,946 shares of Preferred
  "A" to common as vesting
  and conversion ability is
  immediate                                                                                                   389,200
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------

Balances at 11/15/00              12,458,000              0        124,580              0             0     3,632,816    (2,637,235)

table split in half - see next page


<PAGE>
table continued...
                                     Preferred Stock "A"           Preferred Stock "B"         Preferred Stock "C"
                                        Par Value $1,000             Par Value $1,000            Par Value $1,000
                                 ---------------------------   ---------------------------  --------------------------
                                    Shares         Amount         Shares        Amount         Shares         Amount
                                 ------------   ------------   ------------   ------------  ------------  ------------
Balances at 10/21/99                       0    $         0              0    $         0             0   $         0
Shares issued
  for cash ($.01 per share)
  for NCCN - net asset
  ($.01 per share)
  for service ($69,400)
Restatement of Common
  Stock and additional
  paid-in capital to reflect
  2 for 1 stock split
Private Placement at
  $.88 per share
Net Loss
                                 ------------   ------------   ------------   ------------  ------------  ------------
                                           0              0              0              0             0             0
Balances at 6/30/00
  as previously reported
Restatement of common
  stock and additional
  paid-in capital in
  connection with
  reverse acquisition
                                 ------------   ------------   ------------   ------------  ------------  ------------
                                           0              0              0              0             0             0
Balances at 6/30/00
  as restated                              0              0              0              0             0             0
                                 ------------   ------------   ------------   ------------  ------------  ------------
                                           0              0              0              0             0             0
Balances at 9/30/00
  Shares in lieu
  of interest
  Issue Officer's
  warrants
  Noncash interest expense
  from warrants issued
  on debt
  Noncash interest expense
  from warrants issued
  on debt
Cash paid as commission
  for PPM #1
Cancel Common Stock
Issue Preferred "A" shares
  in exchange for debt
  cancellation to D. Coulter           1,946      1,946,000
Beneficial conversion of all
  1,946 shares of Preferred
  "A" to common as vesting
  and conversion ability is
  immediate
                                 ------------   ------------   ------------   ------------  ------------  ------------
Balances at 11/15/00                   1,946      1,946,000              0              0             0             0


See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

                                                           JUNUM INCORPORATED AND SUBSIDIARY
                                        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
                                     FOR THE PERIOD FROM OCTOBER 21, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 2000

                                                       Common Stock
                                                  Par Value $0.01 (Note 1)
                                 ---------------------------------------------------------                Additional      Retained
                                                   Shares                      Committed   Subscriptions    Paid-in       Earnings
                                    Shares       Committed       Amount          Amount      Receivable     Capital      (Deficit)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------
Balances at 11/15/00              12,458,000              0        124,580              0             0     3,632,816    (2,637,235)

Common Stock of
  Eurbid.com retained in
  connection with reverse
  merger                             448,348                         4,483                                  (586,384)
Common Stock of
  Junum.com, Inc.
  remaining to be exchanged
  as the result of reverse
  merger                          (2,668,000)     2,668,000        (26,680)        26,680
Convert 600 shares from
  Preferred "A" to
  Common Stock                     1,200,000                        12,000                                    588,000
NetSat Subscription                               4,000,000                        40,000    (2,400,000)    2,360,000
General Commerce Bank                             1,000,000                        10,000      (600,000)      590,000
Common Stock issued for
  consulting services                  4,545                            45                                      7,455
NetSat issuance on $200K
  12/13/00                           333,333       (333,333)         3,334         (3,334)      200,000
NetSat issuance on $200K
  12/18/00                           333,333       (333,333)         3,333         (3,333)      200,000
Preferred stock "C" issued
  for CC portfolio
Compensation for CC
  Portfolio finder fee             1,200,000                        12,000                                    708,000
GCH Capital - Eurbid
  finder fee
Noncash interest expense
  from beneficial
  conversion on debt                                                                                           75,000
Net Loss for the six
  months ending 12/31/00                                                                                                 (5,320,751)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------
Balances at 12/31/00              13,309,559      7,001,334    $   133,095    $    70,013   $(2,600,000)  $ 7,374,887   $(7,957,986)
                                 ============   ============   ============   ============  ============  ============  ============

table split in half - see next page


<PAGE>
table continued...

                                     Preferred Stock "A"           Preferred Stock "B"         Preferred Stock "C"
                                        Par Value $1,000             Par Value $1,000            Par Value $1,000
                                 ---------------------------   ---------------------------  --------------------------
                                    Shares         Amount         Shares        Amount         Shares         Amount
                                 ------------   ------------   ------------   ------------  ------------  ------------
Balances at 11/15/00                   1,946      1,946,000              0              0             0             0

Common Stock of
  Eurbid.com retained in
  connection with reverse
  merger
Common Stock of
  Junum.com, Inc.
  remaining to be exchanged
  as the result of reverse
  merger
Convert 600 shares from
  Preferred "A" to
  Common Stock                          (600)      (600,000)
NetSat Subscription
General Commerce Bank
Common Stock issued for
  consulting services
NetSat issuance on $200K
  12/13/00
NetSat issuance on $200K
  12/18/00
Preferred stock "C" issued
  for CC portfolio                                                                                5,100     5,100,000
Compensation for CC
  Portfolio finder fee
GCH Capital - Eurbid
  finder fee                                                           750        750,000
Noncash interest expense
  from beneficial
  conversion on debt
Net Loss for the six
  months ending 12/31/00
                                 ------------   ------------   ------------   ------------  ------------  ------------
Balances at 12/31/00                   1,346    $ 1,346,000            750    $   750,000         5,100   $ 5,100,000
                                 ============   ============   ============   ============  ============  ============

</TABLE>


Note 1: Par value of .com is 1/10th cent, however for the Financial Statement
presentation on a historical basis the equity transactions reported in Inc. that
were actually .com will be reflected at Inc.'s par of $.01.


See Notes to Consolidated Financial Statements.


                                      F-5


<PAGE>

                        JUNUM INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                      10/21/99
                                                       Six months     (Date of
                                                         ended     inception) to
                                                      December 31,    June 30,
                                                          2000          2000
                                                      ------------  ------------
OPERATING ACTIVITIES
   Net loss                                           $(5,320,752)  $(2,637,235)
   Adjustments to reconcile net income to cash
     provided by operating  activities:
       Depreciation                                       124,657        78,386
       Stock issued for expenses                        1,948,423        69,400
       Net book value of assets disposed of               123,221             0
   Changes in assets and liabilities:
       Accounts receivable                               (309,802)       (7,430)
       Prepaid expense                                          0       (29,053)
       Accrued expenses                                   647,097        64,840
       Deposits                                           (22,985)      (62,062)
       Accounts payable                                   463,117       643,042
                                                      ------------  ------------
                            NET CASH PROVIDED (USED)
                             BY OPERATING ACTIVITIES   (2,347,024)   (1,880,112)

INVESTING ACTIVITIES
   Purchase of equipment                                 (185,711)   (1,220,327)
   Costs of registering patents                           (25,068)     (105,753)
   Purchase of domain name                                      0        (4,000)
   Purchase of customer lists                              40,000       (40,000)
                                                      ------------  ------------
                                       NET CASH USED
                             BY INVESTING ACTIVITIES     (170,779)   (1,370,080)

FINANCING ACTIVITIES
   Loans                                                2,009,206     1,116,540
   Capitalized leases                                      50,103             0
   Sale of stock                                          400,000     2,230,574
                                                      ------------  ------------
                                   NET CASH PROVIDED
                             BY FINANCING ACTIVITIES    2,459,309     3,347,114
                                                      ------------  ------------

                     INCREASE (DECREASE) IN CASH AND
                                    CASH EQUIVALENTS      (58,494)       96,922

   Cash and cash equivalents at beginning of period        96,922             0
                                                      ------------  ------------

                             CASH & CASH EQUIVALENTS
                                    AT END OF PERIOD  $    38,428   $    96,922
                                                      ============  ============

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION
Cash paid for:
   Interest                                           $     4,823   $         0
   Taxes                                                        0             0

NONCASH INVESTING AND FINANCING ACTIVITIES
During the six months ended December 31, 2000, the Company issued 5,100 shares
of series "C" preferred stock to acquire a credit card portfolio valued at
$5,100,000, 1,946 shares of series "A" preferred stock to settle $1,946,000 of
debts, and 750 shares of series "B" preferred stock for expenses of $750,000.

                                      F-5


<PAGE>
                        JUNUM INCORPORATED AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

         Organization and Business
         -------------------------
         Junum Incorporated ("Junum") through its operating subsidiary,
         Junum.com, Inc. (Junum.com) (collectively the "Company") provides
         credit management, debt exchange and financial services to its
         membership comprised of consumers and small businesses. The Company is
         based in Costa Mesa, California.

         Basis of Presentation
         ---------------------
         Junum is the successor to Eurbid.com, Inc. ("Eurbid"), which was
         originally incorporated in the State of Delaware on December 30, 1992,
         and was merged with Junum's predecessor, Junum.com on November 15,
         2000.

         On November 15, 2000 Eurbid agreed to acquire all of the outstanding
         shares of common stock of Junum.com and merged the operations of
         Junum.com into Eurbid in a business combination which has been
         accounted for as a reverse acquisition. Junum.com became the successor
         company and Eurbid's name was change to Junum Incorporated The
         financial statements reflect the financial condition, results of
         operations and cash flows of Junum.com as of and for the period October
         21, 1999 through and ending with June 30, 2000 and for the period July
         1, 2000 through November 15, 2000; and, the consolidated financial
         condition, results of operations and cash flows from November 15, 2000
         through December 31, 2000.

         Prior to the reverse acquisition, Eurbid had 448,348 shares of common
         stock outstanding. As part of the reverse acquisition, Eurbid agreed to
         issue 13,658,000 shares of common stock to the shareholders of
         Junum.com in exchange for 13,658,000 shares of common stock of
         Junum.com. On November 15, 2000, Junum.com shareholders exchanged
         10,990,000 shares of common stock of Junum.com for 10,990,000 shares of
         common stock of Eurbid representing 80.05% of the outstanding shares of
         common stock of Junum.com. Subsequent to the reverse acquisition the
         former shareholders of Junum.com held approximately 96.1% of the total
         outstanding common shares of the Company and the former shareholders of
         Eurbid held approximately 3.9% of the total outstanding shares of the
         common stock of the Company.

         As of December 31, 2000, 2,668,000 shares of common stock of Junum.com
         had not been exchanged for shares of the common stock of the Company.
         Subsequent to December 31, 2000 and through March 16, 2001, 714,000
         shares of the common stock of Junum.com were exchanged for 714,000
         shares of common stock of the Company.

         Accounting Methods
         ------------------
         The Company recognizes income and expenses based on the accrual method
         of accounting.

         Dividend Policy
         ---------------
         The Company has not yet adopted any policy regarding payment of
         dividends in cash.

         Revenue Recognition
         -------------------
         Revenue is recognized monthly as services are invoiced.

         Allowance for Uncollectible Accounts
         ------------------------------------
         The Company provides an allowance for uncollectible accounts based upon
         prior experience and management's assessment of the collectability of
         existing accounts.

                                      F-6


<PAGE>

         Cash and Cash Equivalents
         -------------------------
         The Company places its cash with high credit quality institutions. The
         Federal Deposit Insurance Corporation ("FDIC") insures cash accounts at
         each institution for up to $100,000. From time to time, the Company
         maintains cash balances in excess of the FDIC limit.

         Earnings per share
         ------------------
         Basic loss per share is computed by dividing net loss available to
         common stockholders by the weighted average number of shares
         outstanding during the periods presented. No diluted loss per share
         amounts are disclosed because their effect is antidilutive. Stock
         options and warrants to purchase shares of common stock that were
         outstanding during 2000, which were not included in the computation of
         diluted loss per share because the effect would have been antidilutive,
         were 2,552,970.

         Advertising
         -----------
         Advertising costs are expensed as incurred. During the periods ended
         December 31, 2000 and June 30, 2000, advertising expenses totaled
         $13,683 and $596, respectively.

         Estimates
         ---------
         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets,
         liabilities, revenues, and expenses during the reporting period.
         Estimates also affect the disclosure of contingent assets and
         liabilities at the date of the financial statements. Actual results
         could differ from these estimates. Such estimates of significant
         accounting sensitivity are depreciation and allowance for doubtful
         accounts.

         Stock-Based Compensation
         ------------------------
         The Financial Accounting Standards Board issued Statement of Financial
         Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
         Compensation," which defines a fair value based method of accounting
         for stock-based compensation. However, SFAS 123 allows an entity to
         continue to measure compensation cost related to stock and stock
         options issued to employees using the intrinsic method of accounting
         prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"),
         "Accounting for Stock Issued to Employees." Entities electing to remain
         with the accounting method of APB 25 must make pro forma disclosures of
         net income, as if the fair value method of accounting defined in SFAS
         123 had been applied. The Company has elected to account for
         stock-based compensation to employees under APB 25.

         Segment Reporting
         -----------------
         The Company has adopted Statement of Financial Accounting Standards No.
         131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and
         Related Information." SFAS 131 establishes standards for the way the
         public companies report information about operating segments and
         related disclosures about products and services, geographic areas and
         major customers in annual consolidated financial statements. The
         Company views its operations and manages its business as principally
         one segment.

         Comprehensive Income
         --------------------
         The Company adopted Statement of Financial Accounting Standards No.
         130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
         established new rules for the reporting and display of comprehensive
         income and its components in a full set of general-purpose financial
         statements. The adoption of SFAS 130 had no effect on the accompanying
         consolidated financial statements, because the Company had no other
         components of comprehensive income.

         Customer and Vendor Concentrations
         ----------------------------------
         During the reporting period the Company had no customer that accounted
         for more than 10% of the Company's net sales.

                                      F-7


<PAGE>

         Fair Value of Financial Instruments
         -----------------------------------
         Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
         "Disclosures about Fair Value of Financial Instruments", requires the
         disclosure of the fair value, if reasonably obtainable, of the
         Company's financial instruments. The Company's financial instruments
         consist of its cash, accounts receivable, line of credit, accounts
         payable and accrued expenses, notes payable, and notes payable to
         related parties. Management has determined that the fair values of the
         Company's financial instruments approximate their carrying values.

         Income Taxes
         ------------
         The Company records the income tax effect of transactions in the same
         year that the transactions enter into the determination of income,
         regardless of when the transactions are recognized for tax purposes.
         Tax credits are recorded in the year realized.

         The Company has adopted Statement of Financial Accounting Standards No.
         109, Accounting for Income Taxes, which requires deferred tax balances
         to be adjusted to reflect the tax rates in effect when those amounts
         are expected to become payable or refundable.

NOTE 2:  PROPERTY, PLANT, AND EQUIPMENT

         Property, plant, and equipment as of December 31, 2000 are summarized
         as follows:
<TABLE>
<CAPTION>

                                                              Net Book
                                                               Value
                                      Cost     Depreciation   12/31/00      6/30/00
                                   ----------   ----------   ----------   ----------

<S>                                <C>          <C>          <C>          <C>
         Office Equipment          $  115,367   $   20,930   $   94,437   $  105,252
         Computers and software       482,970       73,536      409,434      379,352
         Furniture and fixtures       266,486       28,285      238,201      287,238
         Telemarketing equipment      202,905       34,676      168,229      199,472
         Leasehold Improvements       144,902       24,100      120,802      170,627
         Lease equipment               51,535        2,864       48,671            0
                                   ----------   ----------   ----------   ----------

                                   $1,264,165   $  184,391   $1,079,774   $1,141,941
                                   ==========   ==========   ==========   ==========
</TABLE>

         Depreciation expense for the period ended December 31, 2000 was
         $124,657 ($78,386 for period ended June 30, 2000). Depreciation is
         calculated on the straight-line method over the estimated useful lives
         of the assets of 3-7 years.

NOTE 3:  RELATED PARTY TRANSACTIONS

         The Company's chairman and majority stockholder advanced $2,054,479 to
         the Company during 2000. According to an October 25, 1999 agreement
         between David B. Coulter and the Company, David B. Coulter acted as
         Company Agent in regards to the advancement of the $2,054,479, and he
         accepted 1,946 shares of $1,000 par value Series A preferred stock in
         full settlement of the $1,946,000 of the debt. Series A preferred stock
         is convertible into restricted common stock at $0.50 per share. On
         November 15, 2000, the chairman converted 600 shares of Series A
         preferred stock into 1,200,000 shares of restricted common stock. The
         Company still owes the chairman $108,479, which is due on demand and
         bears interest at 8% per annum.

         The Company also assumed $59,600 in debt to a Eurbid stockholder in
         connection with the reverse acquisition.


                                      F-8


<PAGE>

NOTE 4:  ACCRUED EXPENSES

         Accrued expenses payable at December 31, 2000 are as follows:

         Vacation pay                     $      45,751
         Other payroll                           93,369
         Interest                               186,935
         Other expenses                         385,882
                                          -------------

                                          $     711,937
                                          =============

NOTE 5:  LOANS PAYABLE

         In May and June 2000, the Company entered into convertible debenture
         agreements in which it agreed to issue to certain named investors 9%
         convertible debentures due six months after executing the agreement.
         Attached to each unit of $50,000 are warrants equaling 30,303 shares of
         common stock. The debentures were convertible upon issuance into
         registered shares of common stock at $1.65 per share. The balance
         outstanding at December 31, 2000 is $235,000. Maturity dates range from
         January 5, 2001 through January 20, 2001.

         During 2000, the Company also entered into various short term working
         capital loans with maturity dates through March 19, 2001 and interest
         rates between 9 and 60% APR. The balance outstanding at December 31,
         2000 is $410,000.

         During September through December 2000, the Company entered into a
         convertible debenture agreement in which it agreed to issue to certain
         named investors 11% convertible debentures due six months after
         executing the agreement. Attached to each unit of $50,000 are warrants
         equaling 33,333 shares of common stock. The debentures were convertible
         upon issuance into registered shares of common stock at $1.50 per
         share. The balance outstanding at December 31, 2000 is $366,667.
         Maturity dates range from March 29, 2001 through April 29, 2001.


NOTE 6:  PATENTS

         During 2000, the Company paid legal and regulatory fees to register a
         number of patents and trademarks. These costs have been capitalized,
         and they will be amortized over the estimated useful lives of the
         assets after the registration process is complete.

NOTE 7:  CREDIT CARD PORTFOLIO

         Effective December 31, 2000, the Company acquired a non-performing
         portfolio of approximately $352.5 million in credit card receivables,
         representing approximately 189,000 individual accounts, as well as
         certain intellectual property and business systems relating to the
         conversion of non-performing receivables into performing receivables.
         The Company issued 5,100 shares of $1,000 par value Series C preferred
         stock as consideration for the portfolio and its associated assets.
         Additionally $720,000 in consulting fees relating to this acquisition
         were capitalized as an additional component of the cost. This
         consulting fee was paid for in the form of 1,200,000 shares of common
         stock. The Series C preferred stock and the issuance of the 1,200,000
         shares of common stock are more fully discussed in Note 9.


                                      F-9


<PAGE>

NOTE 8:  INCENTIVE STOCK OPTION PLAN / WARRANTS

         During 1999, the Company established an incentive stock option plan for
         employees and directors of the Company. The maximum number of shares to
         be issued under the plan is 2,000,000. At December 31, 2000, 565,000
         options have been granted. The Company can also issue non-qualified
         stock options. The aggregate fair market value (determined at the grant
         date) of the shares to which options become exercisable for the first
         time by an optionee during any calendar year shall not exceed $565,000
         for qualified options and $1,160,000 for non-qualified options. In the
         case of non-qualified stock options, the option price shall not be less
         than $0.60 per share, or at a price exceeding $0.60 per share at the
         discretion of the Committee. During 1999, the following non-qualified
         options were granted:

                  660,000 options to the Chief Executive Officer
                  500,000 options to the Chief Technical Officer

         During 2000, the following non-qualified stock options were granted:

                  600 Series A Preferred options to the Chief Executive Officer
                  250 Series A Preferred options to the Chief Operating Officer
                  250 Series A Preferred options to the Chief Financial Officer

         A summary of qualified stock option transactions under the 2000 plan
         for the periods ended December 31, and June 30, 2000 is as follows:
<TABLE>
<CAPTION>

                                                             Weighted
                                                             Average
                                                              Number        Exercise
                                                             of Shares        Price
                                                           -------------   -------------
<S>                                                           <C>          <C>
                  Granted (weighted average value
                    of $2,265,000)                            1,965,000    $       1.15
                  Cancelled                                    (370,000)           1.00
                                                           -------------

                  Outstanding, June 30, 2000
                    (91,667 exercisable at a
                    weighted average price
                    of $1.27)                                 1,595,000            1.19
                  Granted (weighted average
                    value of $160,000)                           50,000            1.00
                  Cancelled                                    (685,000)           1.44
                                                           -------------

                  Outstanding, November 15,
                    2000 (231,889 exercisable
                    at a weighted average price
                    of $1.00)                                   960,000            1.00
                  Granted (weighted average fair
                    value of $466,690)                          110,000            1.00
                  Cancelled                                     (20,000)           1.00
                                                           -------------



                                      F-10


<PAGE>

                                                             Weighted
                                                             Average
                                                              Number        Exercise
                                                             of Shares        Price
                                                           -------------   -------------
                  Outstanding, December 31,
                    2000 (207,500 exercisable
                    at a weighted average price
                    of $1.00)                                 1,050,000            1.00
</TABLE>

         The outstanding stock options vest ratably over a three-year period
         commencing from the first month after the respective option grant.

NOTE 9:  EQUITY

         On November 15, 2000, a majority of the outstanding equity securities
         of Junum.com was acquired by Eurbid as discussed in Note 1. As a result
         of the acquisition the par value of the shares of Junum.com
         from its inception through November 15, 2000 have been restated to
         retroactively reflect the par value of the shares of Eurbid.

         The shares of stock held by the shareholders of Eurbid totaled 448,348
         prior to the reverse acquisition . The Company has reflected such
         shares as new shares issued in connection with the reverse acquisition.
         The consideration received was $591,901 which represented the Eurbid
         liabilities that were assumed by the Company as a result of the reverse
         acquisition.

         On October 5, 2000, the Company issued 200,000 shares of common stock
         in exchange for interest on a loan payable. Management estimated that
         the market value of the shares at the date of issuance was $.60 per
         share and accordingly, recognized interest expense of $120,000.

         On November 14, 2000, the Company cancelled 3,400,000 shares of common
         stock pursuant to an issuance of 4,000,000 shares of common stock on
         October 21, 1999 in exchange for the net assets of NCCN, Inc. valued at
         $40,000. The Company and the stockholder who received the shares in
         exchange for the assets agreed to the cancellation of the shares due to
         impairment of the value of the net assets initially exchanged.

         On October 15, 2000, the Company granted to certain employees warrants
         to purchase 1,750,000 shares of common stock at a price of $.01 per
         share. Under the terms of the grant the warrants were immediately
         exercisable and employees exercised all the applicable warrants.
         Management estimated that the fair value of such warrants was $.60 per
         warrant at the date of the grants. Employees compensation expense of
         $1,032,500 was recognized during the six month period ended December
         31, 2000.

         On November 15, 2000, the Company issued 1,946 Series A voting
         convertible preferred shares to the Company's Chief Executive Officer
         and principal shareholder in exchange for debt totaling $1,946,000.
         Holders of the Series A voting convertible preferred stock are entitled
         to convert each share of preferred stock, plus any declared but unpaid
         dividends, into shares of common stock based on $1,000 divided by the
         conversion price defined as the lesser of (i) 50% of the lowest closing
         price as reported by any securities exchange or market upon which the
         Company's shares of common stock are traded for 20 trading days
         immediately preceding the conversion date; (ii) 80% of the lowest per
         share price of any issuance of the Company's shares of common stock or
         any securities convertible into shares of common stock prior to the
         conversion date; or (iii) $.50 per share of common stock.

         On November 15, 2000, immediately after the issuance of the Series A
         voting convertible preferred shares, the Company's Chief Executive
         Officer exercised the conversion rights on 600 preferred shares with a
         conversion price of $.50 per share of common stock and was issued
         1,200,000 shares of common stock. In connection with the issuance of
         the Series A non-voting convertible preferred stock, the Company has
         applied the recommendations of EITF Issue No 98-5 00-27 "Accounting for
         Convertible Securities with Beneficial Conversion Features or
         Contingently Adjustable Conversion Ratios". Management estimated the
         fair value of the Company's shares of common stock as of the date of
         the preferred share issuance to be $.60 per share. Interest expense
         totaling $389,200 has been recorded as the result of this beneficial
         conversion feature.

         On December 1, 2000, the Company issued 4,545 shares of common stock in
         exchange for consulting services totaling $7,500. The Company recorded
         the issuance of these shares at its estimated market value of $.60 at
         the time of issuance.

         On December 31, 2000, in connection with a consulting agreement signed
         on November 15, 2000, the Company issued 1,200,000 shares of the
         Company's common stock in exchange for services to broker the
         acquisition of a non-performing credit card receivable portfolio as
         discussed in Note 7. Management estimated that the fair value of the
         shares of common stock was $.60 at the time the consulting agreement
         was executed. Management reflected the cost of these services as an
         additional component of the credit card portfolio totaling $720,000.

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         On December 31, 2000, in connection with a consulting agreement signed
         on November 15, 2000, the Company issued 750 shares of Series B
         non-voting convertible shares in exchange for consulting services
         provided by GCH Capital. Management estimated the fair value of the
         consulting services to be $750,000. The conversion rights shall
         commence to be effective at the earlier of (a) the shares of common
         stock issuable upon such conversion are registered on a registration
         statement which has been declared effective by the Securities and
         Exchange Commission, or (b) November 10, 2001. The holder of the Series
         B non-voting convertible preferred stock is entitled to convert each
         share of preferred stock, plus any declared but unpaid dividends, into
         shares of common stock based on $1,000 divided by the conversion price
         defined as the lesser of (i) 50% of the lowest closing price as
         reported by any securities exchange or market upon which the Company's
         shares of common stock are traded for 20 trading days immediately
         preceding the conversion date; (ii) 80% of the lowest per share price
         of any issuance of the Company's shares of common stock or any
         securities convertible into shares of common stock prior to the
         conversion date; or (iii) $.50 per share of common stock.

         In connection with issuance of the Series B non-voting convertible
         preferred stock, the Company has applied the recommendations of EITF
         Issue No. 98-5 00-27 "Accounting for Convertible Securities with
         Beneficial Conversion Features or Contingently Adjustable Conversion
         Ratios". Based on management's estimate of the fair value of the
         Company's shares of common stock of $.60 per common share as of the
         date of the execution of the consulting agreement, and the minimum
         conversion price per common share of $.50, the beneficial conversion
         feature of the preferred shares was determined to be $150,000.
         Commencing with periods beginning January 1, 2001, the Company will
         recognize $15,000 in preferred dividends per month over a 10 month
         period totaling $150,000 to account for the beneficial conversion
         feature of the preferred shares.

         On December 31, 2000, the Company issued 5,100 shares of Series C
         non-voting convertible preferred stock in exchange for a non-performing
         portfolio of approximately $352.5 million in credit card receivables as
         discussed in Note 7 with a purchase price of $5.1 million pursuant to
         an asset purchase agreement. The holder of the Series C non-voting
         convertible preferred stock is entitled to convert each share of
         preferred stock, plus any declared but unpaid dividends, into 1,000
         shares of common stock with the prior written consent of the Company on
         or after December 31, 2002, upon certain performance measurements.

         Notwithstanding the preceding conditions, the Company has the right, at
         any time subsequent to November 15, 2002, to redeem the preferred
         shares for a price of $.10 per share, provided that the Company
         receives and collects less than $4.9 million in net collections from
         the credit card receivables. In such event, the Company, on or after
         November 15, 2002, shall have the right to redeem a number of shares of
         Series C non-voting convertible preferred stock equal to the difference
         between $4.9 million and the net collections.

         Due to the uncertainty in connection with the ultimate conversion
         expense of the Series C preferred stock, the Company has elected to
         recognize any potential beneficial conversion expense if, and when,
         conversion is effected. The maximum beneficial conversion expense
         associated with the credit card portfolio is $5.1 million.

NOTE 10: LEASES

The      Company leases certain property and equipment under non-cancelable
         operating lease obligations. Minimum lease payments are as follows:

               Year ending December 31,
                                       2001        $    370,630
                                       2002             169,400
                                       2003             146,024
                                       2004             117,441
                                 Thereafter              29,397
                                                   ------------

                     Total minimum lease payments  $    832,892
                                                   ============

         Rent expense for the period ended December 31, 2000 was $196,489 for
         buildings and $30,391 for equipment; and, $149,684 for buildings and
         $45,713 for equipment for the period ended June 30, 2000.

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NOTE 11: COMMITTED SHARES AND SUBSCRIPTIONS RECEIVABLE

         During 2000, the Company received subscription agreements for 5,000,000
         shares of common stock at $0.60 per share ($3,000,000), of which
         666,666 shares ($400,000) were fully paid and issued. An additional
         $240,000 was paid in January 2001.

         At December 31, 2000, shareholders representing 2,668,000 shares of
         common stock in Junum.com, Inc. had not yet converted their shares to
         Junum Incorporated as discussed in Note 9.

NOTE 12: SUBSEQUENT EVENTS/GOING CONCERN CONSIDERATIONS

         The financial statements are presented on the basis that the Company is
         a going concern, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business over a
         reasonable length of time. At December 31, 2000, the Company has a
         deficit in working capital of $2,663,232, a loss from operations for
         2000 of $5,320,752, and an accumulated deficit of $7,957,986.

         Junum, Inc is emerging from a developmental stage. Subsequent to
         December 31, 2000, the Company has been engaged in equity-based
         fundraising, canceled a lease on excess building space in California,
         and signed a sub-lease agreement with a tenant to take over the
         remaining period on abandoned office space in Nevada. Management feels
         that current plans to expand its operations and a combination of debt
         financing and sale of common stock will provide sufficient working
         capital to allow the Company to continue as a going concern.




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