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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 0-21566
                         -------------------------------

                               JUNUM INCORPORATED
                               ------------------
                 (NAME OF SMALL BUSINESS ISSUER 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, CALIFORNIA 92624
               --------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

ISSUER'S TELEPHONE NUMBER:  (712) 979-5063

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

       TITLE OF EACH CLASS         NAME OF EACH EXCHANGE ON WHICH REGISTERED
       -------------------         -----------------------------------------
               N/A                                   N/A

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                          COMMON STOCK, PAR VALUE $.01

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year: $416,656

         The aggregate market value of voting and non-voting stock held by
non-affiliates as of April 12, 2002.

                  Common stock, $.01 par value:  $6,537,099

         The number of shares of the registrant's common stock outstanding as of
December 31, 2001: 42,771,068 shares.

         Documents incorporated by reference:  None

         Transitional Small Business Disclosure Format:
                                 Yes [ ] No [X]



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                               JUNUM INCORPORATED

                       INDEX TO FORM 10-KSB ANNUAL REPORT

                                     Part I
                                     ------

                                                                            Page

Item 1.   Description of Business............................................. 3

Item 2.   Description of Property.............................................13

Item 3.   Legal Proceedings...................................................13

Item 4.   Submission of Matters to a Vote of Security Holders.................14

                                     Part II
                                     -------

Item 5.   Market for Common Equity and Related Stockholder Matters............14

Item 6.   Management's Discussion and Analysis or Plan of Operations..........17

Item 7.   Financial Statements................................................25

Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure............................................25

                                    Part III
                                    --------

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act...................26

Item 10.  Executive Compensation..............................................26

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters.....................................27

Item 12.  Certain Relationships and Related Transactions......................30

Item 13.  Exhibits and Reports on Form 8-K....................................30

Signatures....................................................................33

Exhibit Index.................................................................30

                                       2



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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

The Business
------------

         Junum Incorporated (hereinafter referred to as the "Company") is a
technology-based financial services company specializing in providing credit
management and related services to consumers and small businesses. The Company
is currently engaged in the business of assisting its members in evaluating and
improving the accuracy of their credit reports. The Company is also in the
process of developing new product offerings for its members in the areas of debt
exchange and facilitating credit access through a credit-matching program.

Background
----------

Eurbid.Com History

         In February 1999, Eurbid.com, Inc., primarily due to the lack of
adequate 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 81% of
Junum.com, Inc. in a tax free stock for stock exchange under section 368 of the
Internal Revenue Code pursuant to which the former shareholders of Junum, Inc.
acquired substantially all of the capital stock of Eurbid.com, Inc. This
transaction was accounted for as a pooling of interest reverse acquisition.

Junum.com History

         Junum.com was formed on October 25, 1999. On that date Junum.com
acquired certain assets of NCCN, a company with a nine-year operating history in
the credit management field. The Company developed its core technology from
October 1999 through April 2000. In April 2000, the Company launched its Credit
Management product and began a proof-of-concept telemarketing program at its Las
Vegas, Nevada location. Although this test marketing program was successful in
generating new members, it did not attain profitability. The Company was forced
to close its Las Vegas facility in September 2000 and discontinue the
telemarketing program due to lack of capital and adequate payment processing. At
that time and as planned, the Company transitioned to an Internet marketing
strategy, resulting in lower member acquisition costs although slower membership
growth. In late 2001, the Company supplemented its Internet marketing strategy
with network, or multi-level, marketing through several independent sales
affiliates. This approach is modeled after the traditional word-of-mouth concept
so successfully exploited by companies such as Avon and Herbalife. The Company
also expanded its Internet-based marketing efforts and revised its membership
pricing structure in late third quarter of 2001.

Corporate Structure
-------------------

         The Company is a Delaware corporation. The Company owns approximately
94% of Junum.com, Inc., a Nevada corporation, its principal operating
company. At December 31, 2001, The Company had six additional subsidiaries,
all Nevada corporations: NextTech, Inc., Voleran, Inc., Junum Intellectual
 Property, Inc., Junum Financial Services, Inc., Junum Company, Inc. and
Junum Europe, Ltd. All of these subsidiaries were inactive although several
held some assets.

Executive Offices and Employees
-------------------------------

         The address of the company's corporate offices and sole operating
location is 1590 Corporate Drive, Costa Mesa, California 92626. The Company
employs 20 full-time employees at this location.

Business Overview
-----------------

         A consumer's credit report can be thought of as his or her financial
fingerprint. Lenders use credit reports and credit scores (proprietary
algorithms used by the credit bureaus to evaluate information contained on
credit reports) as the basis for rating loans, credit cards, mortgages and
leases. Insurance companies now use credit reports as a factor in determining
premium levels and employers are more frequently reviewing credit reports as
part of the hiring process. Many banks make credit decisions based solely on the
borrower's credit score. Such widespread reliance on credit reports in making
decisions that significantly impact an individual's life inspired Congress to
significantly amend the Federal Fair Credit Reporting Act in 1996 (the "FCRA").
In contemplating passage of this amended law, Congress found 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."

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         The Company's primary focus with its Credit Profile Management
membership is to address this need for fair and accurate credit reporting. This
service offers its members information regarding their current credit status as
well as an opportunity to improve the accuracy of information appearing on their
credit reports. Although the FCRA gave credit consumers the right to dispute the
information on their credit reports, the process is complex, time consuming and
frustrating to the uninitiated. Credit reporting agencies, overwhelmed with
requests to verify information, may lose or fail to respond timely to a
consumer's requests. The legal nuances of what may or may not be disputed on a
credit report, how to file a dispute with a credit reporting agency and the
arcane calculations the credit bureaus use to determine credit scores, are
beyond the patience, if not the ability, of many people to absorb.

         The two new products that the Company plans to introduce expand on the
need for accurate credit to focus on the need for good credit. The credit card,
provided to members through the Debt Exchange Program, will give members the
opportunity to establish a positive credit record through debt repayment and
establishment of an on-time monthly payment history. The third component of its
membership offering, Credit Match, will assist the member in obtaining
information regarding potential sources of credit for which he or she is likely
to be qualified.

Products and Services
---------------------

Credit Profile Management

         The Credit Profile Management program of the Company works toward
improving the credit ratings of members and protecting their credit identities
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. The Credit Profile
Management process analyzes a member's credit information from reports obtained
from the credit bureaus. The Company assists members in identifying items on
their reports that may be inaccurate or otherwise invalid and facilitates their
verification or removal. The Company also assists members by providing
notification of credit inquiries and other activities that could signal credit
or identity fraud. In addition, the Company provides on-line credit education in
the form of topical articles and information on various credit-related subjects.
Examples or articles, instructional materials and self-help tools provided
on-line to members include Ask the Expert, the Resource Center, a monthly Credit
and Financial Newsletter, Community Forum, Credit and Score Quiz and a Budget
Calculator.

         The Company relies on the credit bureaus and ultimately, the original
creditors, to make the final determination as to whether information appearing
on a member's report is eligible for removal. In addition, the Company relies
upon statutory guidelines established by the FCRA and the Credit Repair
Organizations Act ("CROA")in establishing its policies and procedures.

Debt Exchange

         The Company plans to offer a Debt Exchange service to consumers and
small businesses under the brand name of Voleran (TM). The goal of Junum's Debt
Exchange unit is to offer a membership in conjunction with a private label
credit card to members who wish to pay off a delinquent debt. Its strategy to
accomplish this goal is to partner with one or more banks or other organizations
in the credit card and balance transfer markets in developing a bundled product
offering targeted at the sub-prime credit consumer. Part of the Debt Exchange
service will be to assist the member in renegotiating the debt balance, which
will then be transferred to the member's new credit card. The membership that
comes with the credit card will enable a member to monitor improvements to his
or her credit reports as the debt is repaid and as additional steps are taken to
strengthen his or her credit. In this way, the Company hopes to provide an
opportunity to establish or restore a favorable credit rating to members who may
have become delinquent on one or more obligations.

         In order to establish a ready market for its Debt Exchange product, the
Company purchased a $352.5 million portfolio of non-performing credit card debt
in December 2000. The portfolio represents approximately 189,000 individual
accounts. Other Debt Exchange opportunities include non-performing consumer and
commercial loans (auto loans, mortgages), student loans, medical accounts and
unsecured loans. The Company is considering the option of selling the new
receivables into the Securitization Markets after positive payment patterns have
been demonstrated.

         On March 16, 2001, the Company acquired certain assets and intellectual
processes from Infobase for $61,000 and 40 shares of its Series C Preferred
Convertible Stock.

                                       4



<PAGE>

         There can be no assurance that the Company will be successful in
consummating the required alliance with a partner in the credit card industry or
in launching this product offering. Additionally, there can be no assurance that
the Company will be able to successfully harvest the debt portfolio for new
members or that any of this debt will be converted. Other companies in the debt
exchange industry have experienced conversion rates of one to two percent. Most
of the debt in the Company's portfolio is beyond the statute of limitations.
There is no assurance that any of the debt will be converted.

         Further, the Company may not have access to the capital required to
complete development and successfully market this product. Failure to execute
its Debt Exchange market strategy could materially and adversely affect the
Company's financial condition and results of operations.

Credit Match

         The goal of the Company's Credit Match unit is to leverage its Credit
Profile Management and Debt Exchange services to assist members in obtaining
access to credit lines and other types of loans. Through completion and
implementation of its credit Analysis Engine, the Company hopes to facilitate
its members' access to credit by putting potential borrowers in touch with
suitable lenders. This service will be designed to match its members' credit
status with credit requirements for loans, leases and other credit offers from
lenders. Although a patent application has been filed with the U.S. Patent and
Trademark Office on the Analysis Engine, development and testing work remains to
be done before this technology can be successfully marketed. In addition,
strategic relationships with lenders who have both e-commerce capabilities and
an appetite for the sub-prime market need to be expanded. There can be no
assurance that the Company will be able to perfect the necessary technology to
launch this service or that the Company will have adequate capital to exploit
the technology.

         Also, there can be no assurance that the Company will be able to
attract enough qualified lenders to participate in the program. Failure to
execute its Credit Match strategy could materially and adversely affect the
Company's financial condition and results of operations.

Pricing
-------

         The Company's revenue model is based on charging members for
subscriptions and actual services performed on their behalf. Upon enrollment,
the customer is charged an initiation fee to cover administrative costs involved
in sign-up. Thereafter, the member is charged a monthly membership fee that
covers ongoing membership services, such as credit evaluation and education,
access to their MyJunum accounts, review of the member's credit reports,
correspondence with the Company's staff regarding credit report issues, etc. In
addition, depending on the pricing alternative the member chooses, he or she is
charged for the work the Company does in assisting that member with validating
and correcting information appearing on his or her credit report.

         Members pay fees based on their choice of pricing alternatives. A
member may pay fees based on an "a la carte" option, with a relatively low
monthly membership fee and additional charges for the actual services the
Company provides, or a "flat rate" monthly or yearly fee. Pricing alternatives
were structured to be easy to afford for the typical member who may have a
history of credit and cash flow problems.

Technology Applications
-----------------------

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

         Membership sign-up occurs online at the Company's Internet web site at
www.junum.com. Enrollment is an automated online process expedited by digital
signature documents. A consumer or small business operator electronically
completes and "signs" a membership agreement and a power of attorney authorizing
the Company to contact the credit reporting agencies on his or her behalf. The
validity of electronic signatures, established by the E-Sign Act of 2000, has
streamlined the execution and processing of new memberships. The sign-up process
has become a real-time, on-line procedure, enabling the Company to improve
operational efficiency and exploit economies of scale.

         The Junum Internet provides a seamless, secure, single point of contact
for the delivery of the Company's products to its members and users. The MyJunum
(TM) membership account functions as the tool for accessing services in a secure
environment, ordering credit reports from the credit bureaus online, digitally
storing and viewing credit reports at any time , up-to-the-minute tracking of
the progress in managing the reports, receiving an in-depth credit analysis,
ordering a Company credit card, receiving information from the Company and
reviewing billing and account history. A "Human Click (TM)"component on the Web
Site enables members and users to converse on-line, in real-time with a live
Company member support representative.

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         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 member
support team to communicate with members via e-mail.

         The Company has also developed an Extranet which functions as an
environment where authorized external entities interface with the Company. The
Extranet allows these external affiliates 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, 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 and Infrastructure

         The Company has developed technologies for its primary systems involved
in membership services for Credit Profile Management, Debt Exchange and Future
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 Profile Management. The Company has completed development of its
first-generation technology services for Debt Exchange and Future 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-breed security solutions to deter and deflect 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 the
Company's infrastructure permits monitoring by internal and external network
security staff and provides an alerting mechanism. The Company retains a
third-party security firm to perform scheduled and unscheduled audits and to
work with our personnel to ensure the high-level security status required by its
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.

The Industry and the Market

         The financial services industry is comprised of a range of companies
focused on the consumer and commercial markets and offering a number of products
in the banking, insurance and securities industries. Within these industry
segments, there are distinct and somewhat isolated niche markets in which
several companies operate.

Credit Profile Management

         The credit management industry was spawned by enactment of credit
repair regulations under the Fair Credit Reporting Act, passed originally in
1970 and amended in 1996. 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."

         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 found
in credit reports can vary greatly. Personal information may be misspelled,
outdated or belong to someone else with a similar name. Reports may contain
information on accounts that have long been closed or repaid. They also may be
missing vital information, such as steady mortgage payments, that could boost a
consumer's credit worthiness in the eyes of potential lenders.

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         The fact that these errors occur is not surprising considering the
volume of credit information processed by the bureaus. Equifax, Trans Union and
Experian, the three national credit reporting agencies, 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.

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

         Management uses several fundamental factors and trends in determining
its projections of the Company's potential markets.

Credit Profile Management

         1.       The Internet has grown to over 141 million individual users in
                  the United States alone as reported by Jupiter Communications
                  2001 Internet Population Model. It is projected that this
                  number will increase to well over 170 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 last
                  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.

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

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

         5.       The Federal Trade Commission has declared identity theft as
                  one of the fastest growing crimes today. More than 700,000
                  people became victims in 2000 alone. A newly installed FTC
                  hotline (1-877-IDTHEFT) for reporting identity theft crimes is
                  already logging more than 2,000 calls a week and many people
                  do not yet know of its existence. The consequences of identity
                  theft to consumers can be devastating both financially and
                  emotionally. Fraudulently issued credit card bills, loans and
                  checking accounts can take months, even years, to detect. Once
                  identified, these fraudulent transactions can be very
                  difficult to unravel and remove from a consumer's credit
                  records.

         6.       In late 2001, the U.S. Supreme Court, in a unanimous decision,
                  upheld a Federal law limiting the time within which a consumer
                  may file suit against a credit-reporting agency, for damages
                  resulting from an error made by the agency, to two years from
                  the date on which the error was made. The nature of identity
                  theft and related types of fraud is that it typically takes a
                  long time for the victim to discover the crime has been
                  committed. It is not unusual for discovery of identity theft
                  to take up to two years. The fact that the statute of
                  limitations for seeking remedy from the credit bureaus runs
                  from the time the mistake occurs, not when it is discovered,
                  puts the consumer at a distinct disadvantage. Subscription to
                  credit maintenance and protection services is one of the ways
                  in which consumers can mitigate this problem. Companies
                  providing such services, therefore, can be expected to benefit
                  from this ruling.

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, secured or unsecured, to be bought and sold. Creditors have found
that the sale of debt is an attractive alternative to performing the collection

                                       7



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process. Although creditors are selling some performing debt, a substantial
portion of the debt is non-performing and requires intensive collection effort
by the purchaser. The market for buying and selling distressed-debt portfolios,
while virtually non-existent 10 years ago, exceeded $40 billion in face value
during 1999. In 1999, approximately $216 billion in non-performing debt was
placed for collection with professional, third party, collection agencies.

         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 of 1999, 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. They recover approximately $26 billion from delinquent
borrowers each year.

         Management uses several fundamental factors and trends in evaluating
its approach to 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.       Americans now are carrying debt loads equivalent to 99 percent
                  of annual disposable income, 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.

         4.       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.

         5.       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.

         6.       According to the Kaulkin Ginsberg Company, a leading
                  consultant in the collections industry, in the next ten (10)
                  years, estimates are that consumer debt will nearly double to
                  $9 trillion, thereby significantly increasing the amounts
                  turned over to collection agencies for recovery.

Competition
-----------

         Competition among financial services companies is intense. This
generally reflects the commodity-like nature of most financial service products.
Even major credit card companies that have previously focused exclusively 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 examples of companies aggressively targeting the sub-prime
market. Despite the growing number of competitors management of the Company
believes that its market niche has substantial potential for significant revenue
and growth opportunities.

         The Company believes that its major competitors in the financial
services industry have not yet developed a program that adequately addresses 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 flexibility nor the substantial credit management services that the
Company provides.

         For an individual consumer, verifying and maintaining the ongoing
accuracy of the credit profile and disputing errors requires a great deal of
time, effort and specialized knowledge. Most consumers in the United States do
not keep abreast of their credit profiles, and their attempts to do so often
result in frustration. Failure to do so, however, results in even more acute
frustration. At the same time, an alarming jump in the number of identity theft
crimes and related fraud makes it increasingly important for a consumer to

                                       8



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exercise vigilance in monitoring his or her credit information. In addition, a
recent U.S. Supreme Court ruling has reaffirmed the consumer's responsibility
for ensuring the accuracy of information being reported by the bureaus. If a
credit agency reports erroneous information that damages a consumer's credit,
the consumer must file any suit to recover damages within two years of the error
first occurring. 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 tend to be effective but costly and do little to
provide credit education. Credit Counselors are another option available to
consumers. Certified Credit Counselors usually offer their analysis and advice
on an hourly basis to individual customers, also at a relatively high cost. The
drawback to services provided by lawyers, credit counselors and other
professionals is that the manual nature of their services limits their volume
and increases their cost. In addition, a reputed prevalence of fraudulent
practitioners in the credit repair industry deters many consumers seeking
assistance in managing their credit profiles.

         In response to these market trends, a number of Internet-based credit
repair companies have emerged. 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. Compared to the
Company's Credit Profile Management, Creditrepair.com lacks innovation and ease
of use. The member is still performing most of the work and there is little
automation involved. Other companies offering similar approaches to credit
repair via the Internet are creditclean.com, creditrepairguys.com and
qualitycreditrepair.com.

         Many companies in the credit management business offer services other
than credit repair. Simple credit monitoring, where a consumer is provided with
his or her reports and, or is notified of any credit-related activity affecting
the report, is a product that has long been marketed by credit card companies.
Identity theft, credit analysis, fraud alert, credit counseling and credit
education are other examples of related products. Most of the time, these
companies expressly decline to offer credit repair or restoration services.
Their access to credit reports for their members is dependent on their strict
adherence to rules imposed by the credit bureaus. These rules restrict the
ability of these companies to provide certain types of credit education and
credit rehabilitation. In many cases these companies have relied on one of
credit bureaus for investment capital and are not, therefore, independent of
their investors. Close relationships between the bureaus and certain credit
management companies have resulted in product offerings that foster the
interests of the bureaus at the expense of the consumer.

         Management believes that the Company is unique in its ability to
provide relatively low-cost, technology-based, credit management services that
serve the needs of the consumer rather than the credit reporting agencies, while
adhering to regulatory guidelines established by Federal law.

         The Credit Store is a publicly traded company competing in the balance
transfer market. This company's target market is the sub-prime consumer who
would likely fail to qualify for a traditional unsecured bank credit card. Their
credit card program allows customers to repay delinquent debt, typically at a
discount, and at the same time receive an unsecured credit card. While the
Company's Debt Exchange Program is similar to the Credit Store's offering, the
Company provides the added advantage of a Credit Profile Management membership.

         The Company cannot predict the impact, if any, that future or current
competition might have on its business. Relatively low barriers to entry exist
in the credit management market. The Company depends on proprietary technology
and process innovation to establish its competitive advantage. There can be no
assurance that a company with greater capital and technological resources could
overtake the Company in its effort to be early to market with its innovative
credit management products. If this occurs, it could materially and adversely
affect the Company's financial condition and results of operations.

         Several new Federal laws have been recently adopted to protect Internet
consumers. One example is the Financial Services Modernization Act of 1999,
which governs the disclosure and sharing of nonpublic personal information to
affiliates and third parties by a "financial institution," including information
collected and shared over the Internet. For purposes of this law, "financial
institution" is broadly defined to include companies providing a variety of
financial and economic advisory services as well as entities, such as banks,
traditionally thought of as financial institutions.

         The Company cannot predict the impact, if any, that future regulation
or regulatory changes affecting Internet commerce, consumer credit information
or the credit repair industry might have on its business.

Strategy

         The Company's primary strategies for capturing its share of the market
for Credit Profile Management currently involve attracting new subscribers
through multi-level and telemarketing affiliate programs and through direct
Internet marketing activity. In addition, the Company has embarked upon an
Internet business-to-business strategy, marketing to e-partners in the financial

                                       9



<PAGE>

services industry who either judge, offer or check credit. E-partners will be
able to offer the Company's memberships on a co- branded, private label or
referral basis. Management believes the Company's services will have a broad
appeal as complimentary service offerings to companies competing in related
markets. One of the major benefits of this program will be to enable the Company
to leverage the existing distribution channels of its e-partners to grow
memberships much more quickly and cost effectively than a direct marketing
approach would allow.

         The marketing strategy for Debt Exchange is to transform non-performing
debt portfolios into performing Junum credit card receivables bundled with
Credit Profile Management memberships. Non-performing debt presents an
ever-increasing burden for financial institutions. Where standard collection
attempts for non-performing debt fail, the Company believes its Debt Exchange
program will succeed by utilizing the benefits of its membership as an incentive
to motivate consumers to repay old delinquencies and redeem their credit
ratings.

         An important component of the Company strategy in marketing its Credit
Match service is to attract as e-partners certain lenders who desire a more
accurate method of granting credit, principally those who market over the
Internet. The Company's Credit Match service will analyze, pre-qualify and match
a member's credit profile with credit offers through these "e-lenders".

         The Company expects to leverage additional benefits from up selling and
cross selling its services. In effect, the three products offer a progression of
complimentary credit strengthening programs:

                  o        Junum's Debt Exchange services and private label
                           credit cards will be offered to Credit Profile
                           Management members.

                  o        Junum's Credit Match service will be marketed to both
                           Credit Profile Management members and Debt Exchange
                           members.

                  o        Credit Profile Management will be offered to members
                           who are turned down for financial services and loans
                           through the Company's Credit Match program.

         The Company leverages the power of emerging technology for all three
business models. The Company's internal IT department designed most of its
existing core business applications. Management expects to continue a strategy
of internal development of proprietary software for marketing and delivering its
service offerings. This will allow the Company to operate under a totally
integrated and seamless system, and will enable it to protect and control the
proprietary software applications that enable its core business.

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

         1.       Retaining the Subscriber. The Company intends to employ an
                  aggressive plan to retain members. Management believes that
                  the relatively low cost of membership, pricing options to fit
                  various budgets and user-friendly sign- up and monitoring will
                  be successful strategies in attracting new members. In
                  addition, Junum positions its Credit Profile Management
                  service as a long-term, perhaps even lifetime, maintenance
                  program. Management believes these factors represent key
                  psychological elements in membership retention.

                  By providing ongoing Credit Profile Management tools and
                  educational offerings, the Company believes it will increase
                  the perceived value of its services with members and will
                  reinforce the concept of long-term membership commitment.

         2.       Expansion into different segments. Another Company marketing
                  objective is to target select niches of sub-prime credit
                  consumer market. For example, the Company will target
                  homeowners, divorced individuals, newlyweds and young
                  "marrieds-with-children," and seniors who have had debt and
                  credit problems. This will allow the Company to more
                  effectively market to its target demographic.

         3.       Acquisitions and strategic alliances. The Company, on an
                  ongoing basis, identifies and meets with principals of
                  companies competing in markets related to the Company's core
                  businesses. Management believes that forging relationships
                  with appropriate partners can help the company expand more
                  quickly and cost effectively.

         4.       Group Sales Program. This program gives employers the
                  opportunity to introduce a credit management product as an
                  employee benefit. In addition, all employees of the Company
                  are offered a free Credit Profile Management membership and
                  are paid commissions on all referrals.

                                       10



<PAGE>

         5.       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.

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

         7.       Newsletters and Promotions. The Company generates e-mail
                  addresses of potential members through responses to
                  promotional offerings such as free newsletters, free credit
                  reports and special pricing opportunities. Through its sign-up
                  tracking software, the Company is able to broadcast a direct
                  e-mail campaign and track the membership conversion from this
                  targeted group. In addition, the Company is able to provide
                  these leads to its marketing Affiliates to seed their
                  telemarketing and network marketing sales efforts.

         8.       Affiliate Program. On a selective basis, the Company will
                  continue to seek to contract with appropriate marketing
                  partners who specialize in network-marketing or telemarketing
                  in order to increase its virtual sales force.

         9.       Mass Media Advertising. The Company intends to collaborate
                  with its affiliates and other business partners in deployment
                  of various non-Internet advertising strategies in addition to
                  typical Internet advertising techniques. These have included
                  and may include in the future, radio spots, print media, mass
                  mailings and television.

Intellectual Property
---------------------

         All intellectual property owned by the Company and its subsidiaries is
held by Junum Intellectual Property Holding Company, Inc., a Nevada corporation.
The Company has invested significant resources in an effort to secure and
protect its intellectual property rights both domestically and internationally.
Eight utility patent applications relating to the Company's processes and
technologies have been filed with the U.S. 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 delivery of the
Company's Internet-based financial services. There can be 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 also maintains eight 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.

Regulatory Environment
----------------------

         The Company's services are subject to current FCRA regulation with
respect to its Credit Profile Management process. Typical process lead times are
30-45 days per cycle due to the fact that the FCRA 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 the Company
the updated credit reports. The cycle time dictated by statute limits the
Company's ability to work on behalf of its members to request deletion of
inaccurate and unverifiable information. In order to improve cycle times, the
Company has embarked on a strategy of obtaining electronic access to member's
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.

                                       11



<PAGE>

         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 authorization 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,
with some limitations. For example, a digitally endorsed transaction is not
fully binding unless the consumer has not only affirmatively consented to doing
business electronically, but has not withdrawn consent. Junum management
believes the Company currently complies with this law in all material respects.

         In addition, by virtue of delivering its products and services via the
Internet, the Company's operations may be subject to existing and potential
future legislation governing Internet commerce. Current laws and regulations
cover protection issues, pricing, content, copyrights, trademarks, promotions,
distribution and quality of goods and services, registration of domain names and
use, and export and distribution of encryption technology. Although there
generally remains a desire by legislators and regulators to keep the Internet as
unfettered as possible with new rules and regulations, the Internet's increasing
popularity and its significant impact on consumers will most certainly foster
the adoption of additional governmental oversight.

Operations and Administration
-----------------------------

         The Company's operations and administration are comprised of the
following functions:

         MARKETING. Develops and implements Company marketing strategy through
         direct marketing, Internet marketing, negotiating strategic alliances,
         development and execution of advertising strategies. Identifies,
         researches and develops new product and service offerings. Researches
         and recommends pricing strategies to management. Analyzes future market
         trends, needs and opportunities.

         INFORMATION TECHNOLOGY. Develops and maintains the Internet, Intranet
         and Extranet functions of the Company's web site.

         MEMBER SUPPORT. Serves and supports Junum members through on-line and
         other forms of communication. Member Support coordinates distributing
         Welcome Kits to new members and responds to member questions regarding
         products, service or billing via members' personalized MyJunuma home
         pages, or if necessary, by e-mail, phone or U.S. mail.

         PROCESSING. Generates 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.

         ACCOUNTING AND ADMINISTRATION. Performs accounting, financial reporting
         human resources, office management and
         administrative support functions.

Employees
---------

         As of the date of this report, the Company has 20 full-time employees
and (excluding consultants and temporary help)at its Costa Mesa, California
location. Of the 20 employees, seven (7) are in information technology, four (4)
are in accounting and administration, one (1)is in marketing, one (1) is in
management and seven (7) are in operations (member support and membership
services processing.) Most of its sales activities are outsourced.

         None of the Company's employees is represented by a labor union, and
management considers its relationships with its employees to be good,
notwithstanding occasional delays in meeting payroll obligations. The Company's
ability to achieve its operational and financial objectives depends in part upon
its ability to retain key technical, marketing and operations personnel, and to
attract new employees as required to support growth. The Company's ongoing
working capital constraints may impair its ability to retain and attract the
staff needed to maintain current operations and meet the needs of anticipated
growth.

         In addition, the Company relies on consultants to a significant extent
to supplement its regular employee staff in certain key functional areas and to
support management in the execution of Company strategy. These consultants are
independent contractors. There can be no assurance that, if one or more of the
consultants were to terminate their services, the Company would be able to
identify suitable replacements. Failure to do so could materially and adversely
affect the Company's operating and financial results.

                                       12



<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's executive offices occupy approximately 14,000 square feet
at 1590 Corporate Drive, Costa Mesa, CA 92626. This facility is leased on a
month-to-month basis at the rate of approximately $18,500 per month. The Company
is in the process of negotiating a three-year lease for approximately 8,000
square feet of this space for approximately $9,500 per month.

ITEM 3.  LEGAL PROCEEDINGS

         The Company initiated legal action in the Superior Court of the State
of California, County of Los Angeles, against Dan Rubin, Rubin Investment Group,
Inc., and Rubin Investment Group (the "Rubin Group") in November 2001 (BC261028)
for money judgment, constructive trust based on breach of oral and written
contract, fraud, conversion and specific recovery of personal property. This
dispute involves, among other things, the Company's issuance of 80,000 shares of
its stock to the Rubin Group in connection with what the Company asserts is a
warrant exercise and Rubin's tendering of checks totaling $362,500 to the
Company that were dishonored. Rubin denies he was exercising warrants and claims
to have been purchasing stock. In order to avoid additional legal expenses and
protracted litigation, The Company and the Rubin Group have agreed, in
principal, to settle this case. Under the terms of the proposed settlement no
parties would admit liability, but the Rubin Group would agree to return to the
Company stock certificate C.5880 representing 300,000 shares of the Company's
stock previously issued to Dan Rubin and the Company's stock certificates C.5304
through C5320 representing 170,000 shares of the Company's stock issued to Rubin
Investment Group, Inc. Since the settlement agreement has not been finally and
fully executed by all parties, there can be no assurance as to the outcome of
the lawsuit; however, the Company anticipates the settlement agreement will be
signed without material alterations.

         Junum.com, a wholly owned subsidiary of the Company has been named
in a suit brought by Capstone Investments, a broker-dealer, alleging breach of
contract, breach of the covenant of good faith and fair dealing, money had and
received and quantum merit. Capstone Investments is seeking $43,400, plus
interest, attorneys' fees and costs. The Company has retained legal counsel
and instructed them to defend the suit vigorously. No opinion as to the
possible outcome can be formed at this time since discovery in this matters
has not been concluded and the suit is currently scheduled for trial before a
jury in the Fall of 2002.

         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.

         On July 31, 2000, the Company 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 suit was filed by the Company to clarify the Company's rights in the Company
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). The
Company currently is not using the mark JUNUM in the field of life insurance,
disability insurance and accident insurance, and Company's management took
action 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 the Company 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 the Company activities are
not likely to cause confusion, or to cause mistake, or to deceive the public.

                                       13



<PAGE>

         In July 2001, the Company and UNUMProvident reached a settlement of
a controversy under the terms of which Junum is not required to pay any monies
and the Company agreed to restrictions on its future area of business expansion
consisting primarily of a prohibition of the Company from entering the
insurance industry under the "Junum" mark.

         On June 7, 2001, a complaint was filed against the Company et al. by J.
Alexander Securities, Inc. for alleged negligence, intentional interference with
contract, intentional interference with prospective economic advantage, recovery
of property, declaratory relief, negligent misrepresentation, fraud and deceit.
The plaintiff is seeking an estimated $270,000 in damages and attorneys fees.
The court has denied plaintiff any relief for attorneys' fees, punitive
damages or interest. The Company believes the plaintiff's case against it is
without merit and is vigorously defending against claims. Management has booked
a reserve in its financial statements which that it believes adequately
represents expected legal and settlement costs in defending against this
litigation.  In addition, Northwest Stock Transfer, the Company's prior
transfer agent, has filed suit against the Company for indemnification against
any claims by J. Alexander Securities.

         The Company has material obligations owed to various investors, taxing
authorities and trade creditors, a significant number of which are past due or
otherwise in default. Several of these creditors have filed suit to collect
amounts owed to them. Some of the obligations are in dispute or have been
restructured and will need to be paid in the future. No assurance can be made
that the Company will be successful in repaying or restructuring these
obligations, resolving these disputes or managing any litigation that ensues.
Failure to successfully satisfy or settle one or more of these obligations could
materially impact the Company's financial condition.

         The Company has been subject to routine litigation in the ordinary
course of its business. We are not currently subject to any threatened
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.

           None.

                                       14



<PAGE>

                      PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Common Stock
------------

         The Company's Certificate of Incorporation has authorized 100,000,000
shares of Common Stock, $.01 par value. As of December 31, 2001, the Company had
42,771,068 shares of Common Stock $.01 par value, that were issued and
outstanding, which were held by 502 stockholders of record. As of April 12,
2002, the Company had 49,795,903 shares of Common Stock issued and outstanding,
held by 646 stockholders of record

Preferred Stock
---------------

         As of December 31, 2001, the Company had 750 shares of its Series B
convertible non-voting Preferred Stock, $1,000 par value, issued and
outstanding.

         As of December 31, 2001, the Company had 5,140 shares of its Series C
convertible non-voting Preferred Stock, $1,000 par value, issued and
outstanding.

Common Stock Trading
--------------------

         The Company's Common Stock trades on the NASD over-the-counter
electronic bulletin market under the symbol "JUNM". The following table sets
forth, on a split-adjusted per share basis for the periods shown, the high and
low closing prices of the Common Stock of the Company:

-------------------------------
Year Ended December 31, 2000
-------------------------------
                                                Closing Prices
                                            High               Low
                                            ----               ---

         1st Quarter . . . . . . . . . .    $20               $.028
         2nd Quarter . . . . . . . . . .    $.095 (2)         $.022 (2)
         3rd Quarter . . . . . . . . . .    $.031             $.01351
         4th Quarter . . . . . . . . . .    $7.00 (3)         $2.5625 (3)

-------------------------------
Year Ended December 31, 2001
-------------------------------
         1st Quarter . . . . . . . . . .    $11.625           $6.75
         2nd Quarter . . . . . . . . . .    $11.25            $4.00
         3rd Quarter . . . . . . . . . .    $6.20             $1.35
         4th Quarter . . . . . . . . . .    $1.75             $0.40

-------------------------------
Year Ending December 31, 2002
-------------------------------
         1st Quarter . . . . . . . . . .    $0.68             $0.16

---------------------------------------------------
(1) The above tables set forth the range of high and low closing sale prices per
share of the Common Stock of the Company as reported by Pink Sheets LLC for the
periods indicated.

(2) In April 2000, there was a two-for-one stock split of the Common Stock of
the Company.

(3) Effective December 8, 2000, there was a one-for-forty reverse stock split of
the Common Stock of the Company.

         On April 12, 2001, the closing price of the Common Stock of the Company
was $0.25 per share.

         When the trading price of the Company's Common Stock is below $5.00 per
share, the Common Stock is considered to be "penny stocks" that are subject to
rules promulgated by the Securities and Exchange Commission (Rule 15-1 through
15g- 9)under the Securities Exchange Act of 1934. These rules impose significant
requirements on brokers under these circumstances, including: (a)delivering to
customers the Commission's standardized risk disclosure document; (b) providing
customers with current bid and ask prices; (c) disclosing to customers the
brokers-dealer's and sales representatives compensation; and (d) providing to
customers monthly account statements.

DIVIDEND POLICY

         The Company has not adopted any policy regarding the payment of
dividends on its Common Stock. The Company does not intend to pay any cash
dividends on its Common Stock in the foreseeable future. All cash resources are
expected to be invested in developing the Company's business plan.

         The Company's outstanding shares of preferred stock provide 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
certificates of designation regarding the payment of dividends on the Company's
Common Stock.

                                       15



<PAGE>

     In March 2002, the Board of Directors declared a stock dividend on its
Series B. convertible preferred stock and the Company issued 2,541,176 shares of
Common Stock to the holders.

STOCK OPTION, SAR AND STOCK BONUS PLANS

         During the first fiscal quarter of 2002, the Company adopted and
approved its 2002 Consultant Compensation Plan and its 2002 Stock Option, SAR
and Stock Bonus Consultant Plan (the "Plans") which provided for the issuance of
up to 6,000,000 shares of its Common Stock to consultants to the Company for
services. Directors, officers and employees of the Company are not eligible to
participate in the Plans. The Plans are administered by Mr. David B. Coulter,
the Chief Executive Officer and President of the Company.

OPTIONS AND WARRANTS

         As of December 31, 2001, the Company had outstanding warrants to
purchase 11,485,669 shares of Common Stock at exercise prices ranging from
$1.50 to $5.50.

         As of December 31, 2001, the Company had outstanding stock options to
purchase 2,772,500 shares of Common Stock at exercise prices ranging from $.50
to $3.50.

REGISTRAR AND TRANSFER AGENT

         The registrar and transfer agent of the Company is PublicEase Stock
Transfer, 3663 E. Sunset Road, Suite 104, Las Vegas, Nevada 89120; telephone
(702) 212-8797.

SALE OF UNREGISTERED SECURITIES

         In March of 2001, the Company sold 954,545 shares of equity stock for
a total compensation of $1,575,000. Pursuant to an exemption provided under
Regulation D of the Securities Act, for an average sales price of approximately
$1.65 per share.

         In June of 2001, the Company issued and sold 313,515 shares of equity
stock for a total compensation of $880,000 for an average sales price of $2.65
per share pursuant to an exemption provided under Regulation S of the Securities
Act. Purchases of this Securities under Regulation S also received 180,000 Class
A warrants which may be exercised at $5.50 per warrant and 180,000 Class B
warrants which may be exercised at $7.50 per warrant. As a result of the
European Shareholder Loyalty Program of March 4, 2002, the warrant strike price
on these warrants was amended to $0.30.

         In December of 2000 and January of 2001, the Company issued 11%
convertible debentures in the principal amount of $200,000. These debentures
included attached warrants in the amount of 83,333 shares of Common Stock. In
February of 2001 the Company issued 12% convertible debentures in the principal
amount of $650,000. The due date of these debentures has been extended to June
30, 2002.

         In 2001 the Company issued a total of 257,500 options with a strike
price of $3.50 per option. Of these 227,500 options were issued to ex-employees
and former consultants and 30,000 were issued to current employees and
consultants of the Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         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 in this
document. This discussion contains statements reflecting the opinions of
management as well as forward-looking statements regarding the market and the
Company that involve risk and uncertainty. These statements relate to
expectations and concern matters that are not historical facts. Words such as
"believes," "expects," "anticipates" and similar expressions used throughout
this document indicate that forward-looking statements are being made.

         Although Junum management believes that the expectations and opinions
reflected in its forward-looking statements are reasonable, these statements are
not guarantees of future performance. They are subject to risks, uncertainties
and other factors that could cause actual performance to differ materially from
projected results. Factors that could cause or contribute to differences between
actual and projected results include, but are not limited to, the current lack
of funding needed for working capital, debt repayment and capital investment,
failure to attract and retain management and staff, the inability to grow
membership subscriptions, and lack of success in launching additional service
offerings. Additional risk factors are disclosed elsewhere in this document.

GENERAL

         Junum Incorporated is an Internet-based financial services company
engaged in Credit Profile Management. Credit Profile Management is a
subscription-based service offered primarily to individual consumers and small
businesses. It is designed to assist these customers or "members" in evaluating
the information on their credit reports and ensuring that this information
represents a valid and accurate portrait of their credit history and credit
worthiness. Junum also provides its members with educational materials and tools
designed to improve their understanding of how potential lenders view their
credit information and with tips and techniques to help them to further
strengthen their credit.

         The Company is in the process of developing and launching new products
in the debt consolidation, credit card balance transfer and credit referral
markets. These additional products will be marketed under the brand names Junum
Debt Exchange and Junum Credit Match. The Company's current and proposed
membership service offerings are described more depth in the preceding sections
of this report.

                                       16


<PAGE>

Development Stage Company

         Prior to the fourth quarter of 2001, the Company's activities were
focused primarily on creating a business model and a brand name, raising
capital, creating an organization and on the design, development and test
marketing of its products and technologies. Over a learning curve of several
quarters, the Company was able to identify optimal service offerings, price
points, target markets and marketing strategies and redefined its business
model accordingly. The Company successfully emerged from its development
stage during the fourth quarter of 2001 and experienced its best revenue
month since inception in December of 2001.

History

         Junum.com, Inc. was incorporated as a privately held Nevada corporation
on October 25, 1999. The objective of its founder and Chief Executive Officer,
David B. Coulter, was to provide consumers and small businesses with a simple,
affordable and technology-based solution for ensuring the validity and accuracy
of information appearing on their credit reports. In keeping with its
technology- driven approach, the Company both marketed and delivered its
services over the Internet. Believing that becoming a public company would
improve its access to capital and facilitate the execution of strategic
transactions, such as mergers or acquisitions, the Board of Directors voted to
cause the Company to become a public company in late 2000. At that time, the
capital markets were growing extremely inhospitable to IPO's of technology-based
companies. As a result, management and the Board elected to become a public
company via a reverse merger transaction.

         On November 15, 2000, the publicly traded shell corporation,
Eurbid.com, Inc., acquired approximately 80.05% of the issued and outstanding
capital stock of Junum.com, Inc under the terms of a Stock Exchange Agreement
executed by and between the Company, David B. Coulter and certain shareholders
of Junum.com, Inc. This business combination has been accounted for as a reverse
acquisition.

         Due to the timing of this acquisition transaction, audited financial
statements for the prior reporting period are not strictly comparable to audited
statements presented for the current reporting period. The consolidated results
of operations and cash flows of the Company are presented from October 21, 1999
through December 31, 2000 and from January 1,2001 through December 31, 2001.
Also, since the merger with Eurbid did not occur until November 15, 2000, the
earlier reporting period includes results of operations and cash flows for only
Junum.com, Inc., the private entity and consolidated results of operations and
cash flows from the merger date through December 31, 2000. Due to the fact that
Eurbid was an inactive company for a significant period prior to the merger, and
Junum.com, Inc. was a development stage company from inception through the end
of 2000, the lack of strict comparability between accounting entities and
periods is not believed by management to be meaningful in evaluating Junum's
results for purposes of this analysis. As a result, the two periods will be
compared as if they represented strictly comparable entities and time periods.

YEAR ENDED DECEMBER 31, 2001 VS. REPORTING PERIOD BEGINNING OCTOBER 21, 1999 AND
ENDED DECEMBER 31,2000.

NET SALES.

         Sales, net of returns and allowances, for the year ended December 31,
2001 were $416,559 compared to $414,091 for the reporting period ended December
31, 2000. During these two years, the Company was developing its products,
technology and marketing methods. Revenues for the two years, therefore were
comparable. In late 2001, the Company emerged from a development stage.

EXPENSES.

         Total general and administrative expenses increased 17.1% from
$7,122,131 for the period ended December 31, 2000 to $8,342,925 for the period
ended December 31, 2001. Salaries and employee benefits decreased. This
reduction 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.

                                       17



<PAGE>

         Depreciation increased 83.9% from $203,043 for the period ended
December 31, 2000 to $373,360 for the period ended December 31, 2001. Interest
expense decreased from $1,590,531 to $407,855 relating to non-cash expenses
relating to the beneficial conversion features attached to various equity
issuances.

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 period ended
December 31, 2001 was $8,936,688 compared to a net loss applicable to common
shareholders of $8,957,987 during the period ended December 31, 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 at least the next six months. At December 31, 2001, the Company had a
deficit in working capital of $3,757,712. 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 periods ended December 31, 2001 or December
31, 2000.

RISK FACTORS

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.

                                       18



<PAGE>

OUR LIMITED OPERATING HISTORY MAKES FUTURE FORECASTING DIFFICULT.

         Junum.com, Inc. was 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. 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, 2001, we had an accumulated deficit of
$17,894,675. We incurred net losses of $8,936,688 for the period ended December
31, 2001. 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.

                                       19



<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.

LOSS OF SUSTAINED ACCESS TO UTILITIES.

         There can be no guarantee that the Company's web site will be
un-interrupted. Recently, the State of California experienced an insufficient
supply of electricity, causing temporary losses of power in certain regions of
the state. Junum co-locates its primary network servers with Exodus
Communications. Exodus provides battery-back up and generator-back up as part of
its data center service. The Company also runs redundant servers from its
Corporate Headquarters in Costa Mesa, California. Both the primary and redundant
servers are located in California, where earthquakes are a commonly occurring
natural phenomenon. Although the Company feels confident with its back-up and
redundancy strategy, there can be no assurance that its operations could be
sustained during a prolonged interruptions in the supply of electrical power
and, or telecommunications services.

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.

                                       20



<PAGE>

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.

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 and consultants,
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 $3,757,712 at December 31, 2001. 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.

                                       21



<PAGE>

WE MAY NOT GENERATE SUFFICIENT CASH FLOWS TO COVER OUR OPERATIING COSTS.

         We are primarily in the business of providing financial services to
consumers who have poor credit and who may have previously defaulted on a debt.
Prior to our acquisition of the credit card portfolio, the originating
institutions and intermediary owners, if any, have generally made numerous
attempts to collect on the non-performing accounts. We acquired 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 other financial services fees to cover the costs
associated with operating our business.

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. Until recently, the Company was in a development
stage and generated no internal cash flow. As of the date of this report,
revenues are still insufficient to meet ongoing cash needs. Having finally
emerged from a development stage, management anticipates meaningful growth in
memberships and revenues. This growth, however, 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.

                                       22



<PAGE>

         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.

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.

                                       23



<PAGE>

FAILURE TO COMPLY WITH CONSUMER AND DEBTOR PROTECTION LAWS AND REGULATIONS COULD
ADVERSELY AFFECT OUR BUSINESS.

         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, 2001, the Company had a deficit in working capital of
$3,757,712, a loss from operations for the year ended December 31, 2001, of
$8,936,689 and an accumulated deficit of $17,894,675 from October 21, 1999, the
date of inception of Junum.com, Inc.

         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.

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.

                                       24



<PAGE>

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 7.  FINANCIAL STATEMENTS

         The consolidated financial statements of the Company for its fiscal
years ended December 31, 2001, and 2000 and the reports thereon of Smith &
Company, are included in this annual report and are incorporated
herein by reference.

         The Company changed its fiscal year to December 31 of each year from
its former fiscal year of June 30, effective December 31, 2000.

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

         There have been no disagreements regarding accounting and financial
disclosure matters between the Company and the present or former independent
certified public accountants of the Company.

         On November 22, 2000, the Company selected Smith & Company of Salt Lake
City, Utah, to be the independent certified public accountants of the Company,
and to audit the consolidated financial statements of the Company. The Company's
prior audited financial statements were audited by Malone & Bailey, PLLC. The
decision to change auditors was approved by the Board of Directors.

                                       25



<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
         WITH SECTION 16(a) OF THE EXCHANGE ACT

         The only director and officer of the Company is:

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

         David B. Coulter            33     Chief Executive Officer, President,
                                            and Director

         Mr. Coulter is the Chairman of the Board, a Director, Chief Executive
Officer, and President of the Company. Mr. Coulter founded Junum.com, Inc. on
October 25, 1999, and he has served as its Chief Executive Officer since its
inception. From 1993 to 1999, he founded and was Chairman and Chief Executive
Officer of eSat, Inc., a technology company, which he guided to the public
market place. From 1999 to the present, Mr. Coulter has been the Chairman of the
Board of e-Project, Inc. He also has provided 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, Inc.
since April 1999 to present.

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 certain persons failed to timely file reports required to be filed
by Section 16(a) of the Securities Act of 1933.

ITEM 10.    EXECUTIVE COMPENSATION

         The following table discloses compensation for the year ended December
31, 2001, for the Chief Executive Officer and President of the Company, and each
of the named former directors and officers of the Company.

<TABLE>
<CAPTION>
                          Annual
Name and                                    Compensation
Principal Positions                         Salary            Bonuses
-------------------                         ------------      -------
<S>                                         <C>               <C>
David B. Coulter (1)                        $138,400          0
Chief Executive Officer, Chairman

Tyler T. Aldous, former                     $103,372          0
President and Chief Operation Officer

Craig Hewitt, former                        $106,191          0
Chief Financial Officer

Ivan De La Torre, former Vice President    $  88,963          0
of Sales and Business Development

Scott Rader, former                         $ 59,837          $10,000
Chief Technical Officer

Officers and directors as a group,
including above 5 persons                   $436,926          $10,000

</TABLE>

--------------------------------
(1) Mr. Coulter has an employment agreement dated November 15, 1999, with the
Company that provides for an annual salary of $130,000, increasing 10% per year
during the five year term of the agreement, warrants to purchase 330,000 shares
of Common Stock per year exercisable at $1.00 per share, and a car allowance of
$700 per month.

                                       26



<PAGE>

STOCK PLAN COMMITTEE

         A Stock Plan Committee of the Board of Directors administers the
Company's stock option, SAR, and stock bonus plans (the "Plans"). Mr. Coulter
presently serves as the sole member of the Committee.

OTHER COMMITTEES

         The Company does not have an audit committee, compensation committee,
nominating committee, an executive committee of the Board of Directors, or any
otehr committees. However, the Board of Directors may establish various
committees in the futures.

BENEFIT PLANS

         The Company does not have any pension plan, profit sharing plan, or
similar plans for the benefit of its officers, directors or employees. However
the Company may establish such plans in the future.

BOARD COMPENSATION

         Each non-employee director will receive $500 for each Board meeting
attended, and for each committee meeting attended on days other than those on
which the Board meets, and will receive reimbursement of travel expenses.
Directors of the Company have not received any compensation in their capacity as
directors as of the date hereof, except reimbursement of travel expenses.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

         Section 16(a) of the Exchange Act required the Company's executive
officers and directors, and person who beneficially own more than ten percent of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based on its
review of the copies of such forms received by it, the Company believes that
during the year ended December 31, 2001, all such filing requirements applicable
to its officers and directors were complied with, except
that various directors, officers and others were late in filing form 4 and other
reports during 2001.

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

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

          The following table sets forth information relating to the beneficial
ownership of the Company's Common Stock by the officers and directors of the
Company and by its directors and executive officers as a group as of December
31, 2001.

Name of Shareholder        Number of Shares          Percentage of Class
-------------------        ----------------          -------------------

David B. Coulter            20,081,500 (1)                46.1%
1590 Corporate Drive
Costa Mesa, CA 92626

Directors and Officers
as a group (1 person)       20,081,500 (1)                46.1%

---------------------------------------
(1) Includes an option to purchase 660,000 shares of Common Stock at $.50 per
share.

                                       27



<PAGE>

         The following table setls forth information with respect to the
beneficial ownership of the Company's Common Stock by each shareholder who
beneficially owns more than five percent (5%) of the Company's Common Stock, the
number of shares beneficially owned by each and the percent of outstanding
Common Stock so owned of record as of December 31, 2001.

                                                 SHARES OF          PERCENT
                                                 OUTSTANDING        BENEFICIALLY
NAME AND ADDRESS (1)        TITLE OF CLASS       COMMON STOCK       OWNED
--------------------        --------------       ------------       -----
David B. Coulter            Common Stock         20,081,500 (2)     46.1%
1590 Corporate Drive
Costa Mesa, CA 92626

Netsat Holdings Ltd.        Common Stock          4,000,000          9.3%
1590 Corporate Drive
Costa Mesa, CA 92626

Emanuel M. Freedman         Common Stock         20,081,500 (2)     46.1%
650 Harbor Street #1                              1,314,236 (3)      3.0%
Venice, CA 90291

Cede & Co.                  Common Stock          2,139,219 (4)      5.0%
P.O. Box 222
Bowling Green Station
New York, NY 10274

---------------------------------------
(1) Except as otherwise noted, it is believed by the Company that all persons
have full voting and investment power with respect to the shares indicated.
Under the rules of the Securities and Exchange Commission, a person (or group of
person) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the voting
of such security, or the power to dispose of or to direct the disposition of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within 60 days, such as options or warrants to purchase the Common Stock of the
Company.

(2) The shares of Common Stock held by Mr. Coulter are subject to a proxy to
vote his shares based upon a Voting Agreement and Irrevocable Proxy granted to
Mr. Emanuel M. Freedman. This Agreement does not affect the power of Mr. Coulter
to sell his stock to non-affiliated parties, nor affect his power to vote his
shares regarding any shareholder proposals regarding the sale or merger of the
Company.

(3) Includes (i) 226,000 shares of Common Stock of the Company owned directly by
Mr. Freedman and an affiliated company; and (ii) 1,088,236 shares of Common
Stock issuable upon the conversion of debentures and the exercise of warrants
held by Mr. Freedman.

(4) Cede & Company is a depository that holds securities as nominee for various
broker-dealers and other to facilitate stock transfers.

                                       28



<PAGE>

ITEM 12.  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, David B. Coulter acted as Company
agent in regard to the advancement of the $2,043,479 and he accepted 1,846
shares of $1,000 par value Series A preferred stock in full settlement of
$1,846,000 of the debt.  Series A preferred stock is convertible into
restricted common stock at $.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.

     As of December 31, 2001, THE Company owed David B. Coulter, the
Chief Executive Officer and Director of the Company, the amount of $108,479
which is due on demand with interest at 8% per annum.

     Ms. Andreea Porcelli, a former director of the Company during fiscal
2001,  received $340,000 and warrants to purchase 187,420 shares of Common Stock
as compensation for offering and selling Common Stock of the Company in Europe
in an offering conducted in Reliance upon Regulation S under the Securities
Act of 1933.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

Form 8-K reports

     No Form 8-K reports were filed by the Company during the last
quarterly period for the fiscal year ended December 31, 2001.

Exhibits - Index to Exhibits

INDEX TO EXHIBITS

EXHIBIT
--------

       3.1    Certificate of Incorporation of the Company filed December 30,
              1999, is incorporated herein by referenced from the Company's (SEC
              File No. 33-57998-D) Form SB-2 registration statement filed April
              29, 1993, Item 27(a).

       3.2    Bylaws of the Company are incorporated herein by reference to the
              Company's (SEC File No. 33-57998-D) Form SB-2 registration
              statement filed April 29, 1993, Item 27(a), Exhibit 3.2.

       3.3    Certificate of Amendment of Certificate of Incorporation of the
              Company is incorporated herein by reference from the Company's
              (SEC File No. 33-57998-D) Form SB-2 registration statement filed
              April 29, 1993, Item 27.

       3.4    Amendment to Certificate of Incorporation filed February 2, 1995,
              is incorporated herein by reference from the Company's (SEC File
              No. 0-21566) Form 10-KSB annual report for the year ended December
              31. 1994, Item 6, Exhibit 3.01.

       3.5    Certificate of Designation, Preferences, Rights and Limitations of
              12% Convertible Preferred Stock of the Company filed January 25,
              1993, is incorporated herein by reference from the Company's (SEC
              File No. 0-21566) annual report on Form 10-K for the year ended
              June 30, 1996, Part IV, Item 14(c), Exhibit 4.06.

       3.6    Certificate of Designation, Number, Preferences, Rights and
              Limitations of its Series B Convertible Preferred Stock of the
              Company filed January 25, 1993.

       3.7    Certificate of Designation, Powers, Preferences, Rights and
              Limitations of its Series C Convertible Preferred Stock of the
              Company filed January 25, 1993.

       3.8    Certificate of Amendment of Certificate of Incorporation of the
              Company filed June 26, 1996, is incorporated hereby reference from
              the Company's (SEC File No. 0-21566) annual report on Form 10- KSB
              for the year ended June 30, 1996, Part IV, Item 14(c), Exhibit
              4.06.

       3.9    Certificate of Amendment of Certificate of Incorporation of
              October 3, 2000, is incorporated hereby by reference to Exhibit
              4.07 to the Form 10-KSB of the Company (Eurbid.com) for its fiscal
              year ended June 30, 2000.

                                       30



<PAGE>

       3.10   Bylaws of the Company are incorporated herein by reference to the
              Company's (SEC File No. 33-57998-D) Form SB-2 registration
              statement filed, April 29, 1993, Item 27(a), Exhibit 3.2.

       10.    Material Contracts

       10.1   Stock Exchange Agreement dated November 15, 2000, between
              Junum.com, Inc., David B. Coulter, and Eurbid.com, Inc. attached
              to Form 8-K filed November 30, 2000 is incorporated herein by
              reference.

       10.2   Asset Purchase Agreement between Junum.com, Inc., Eurbid.com, Inc.
              and eCard Solutions, Inc., attached to Form 8-K filed January 16,
              2001, is incorporated herein by reference.

       10.3   Junum 2001 Consultant Compensation Plan attached as exhibit 4.2 of
              the Company's Form S-8 registration statement filed March 9, 2001
              (SEC File No. 333-49358) is incorporated herein by reference to
              its Consultant Compensation Plan filed November 6, 2000, Exhibit
              4.2.

       10.4   Junum Incorporated Amended and Restated 2001 Consultant
              Compensation Plan is incorporated herein by reference to the
              Company's Form S-8 registration statement filed on March 9, 2001
              (SEC File No. 333-49358).

       10.5   Amendment No. 1 to the Junum Incorporated Amended and Restated
              2001 Consultant Compensation Plan is incorporated herein by
              reference to the Company's Form S-8 registration statement filed
              on May 1, 2001 (SEC File No. 333-49358).

       10.6   Amendment No. 2 to the Junum Incorporated Amended and Restated
              2001 Consultant Compensation Plan is incorporated herein by
              reference to the Company's Form S-8 registration statement filed
              on August 1, 2001 (SEC File No. 333-49358).

       10.7   Amendment No. 3 to the Junum Incorporated Amended and Restated
              2001 Consultant Compensation Plan is incorporated herein by
              reference to the Company's Form S-8 registration statement filed
              on October 3, 2001 (SEC File No. 333-49358).

       10.8   Junum Incorporated 2002 Consultant Compensation Plan is
              incorporated by reference to Exhibit 4.2 of the Company's Form
              S-8 registration statement filed on January 11, 2002 (SEC File
              No. 333-76608).

       10.9   Junum Incorporated 2002 Stock Option, SAR and Stock Bonus
              Consultant Plan is incorporated by reference to Exhibit 10.1 to
              the Company's Form S-8 registration statement filed March 25,
              2002 (SEC File No. 84830)

      10.10   Letter from Malone & Bailey PLLC confirming change of Junum's
              accounting firm to Smith & Company dated November 29, 2000 is
              incorporated by reference to the Company's Form 8-K report filed
              on November 30, 2000.

       10.11  Consultant Agreement dated April 1, 2002 with Patricia Marti,
              relating to operational performance and efficiency.

                                       31



<PAGE>

       10.12  Warrant Agreement dated January 2, 2002 with Patricia Marti.

       10.13  Warrant Agreement dated March 1., 2002 with Patricia Marti.

       10.14  Reimbursement Agreement dated March 25, 2002 with GCH Capital Ltd.

       10.15  Warrant Agreement dated December 27, 2001 with Crosby Haffner.

       10.16  Assignment of intellectual property rights from David Coulter to
              the Company dated September 27, 2000.

       10.17  Investment Banking Agreement dated June 1, 2001 with Hornblower &
              Weeks Financial Corporation to provide investment banking
              services.

       10.18  Consulting Agreement dated August 1, 2001 with David Bernard,
              relating to marketing and product development.

       10.19  Consulting Agreement dated January 1, 2002 with Red L. Sanborn,
              regarding relations with corporate partners.

       10.20  Stock Purchase Agreement dated May 9, 2001 with Randall W.
              Heinrich.

       10.21  Consulting Agreement dated August 15, 2001 wit Whitcrest Limited,
              regarding customer questions.

       10.22  Asset and Membership Purchase Agreement dated December 28, 2001,
              With Emergent Financial Group, Inc.

       10.23  Consulting Agreement with Kate Greenberg dated
              January 15, 2002.

       10.24  Warrant Agreement with Greenberg dated January
              2, 2002.

       10.25  Marketing Agreement with AJ Marketing Group, Inc.,
              dated November 1, 2001.

       10.26  Employment Agreement between Junum and David B. Coulter dated
              November 15, 1999.

       10.27  Consultant Agreement with KNG Consulting, LLC dated March 1, 2002.

       10.28  Warrant dated March 1, 2002, issued to KNG Consulting, LLC

       11.    Statement re: computation of per share earnings

              Reference is made to the Consolidated Statements of Operations of
              Consolidated Financial Statements of the Company which are
              incorporated herein by reference.

       16.    Letter on changes in certifying accountant

              Letter of Malone & Bailey PC is incorporated herein by reference
              to Exhibit 2 to the Company's Form 8-K report on November 15,
              2000.

       21.    A description of the subsidiaries of the Company

       23.1   Consent of Smith & Company independent auditor

       27.    Financial Data Schedule
              Not Applicable.

                                       32



<PAGE>

                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

April 15, 2002                              REGISTRANT:

                                            JUNUM INCORPORATED

                                            By: /s/David B. Coulter
                                            -----------------------------
                                            David B. Coulter, Chief Executive
                                            Officer, President, sole Director
                                            and Principal Accounting Officer

         In accordance with the Exchange Act, this report has been signed by the
following person on behalf of the registrant and in the capacities and on the
date below indicated.

April 15, 2002

                                            /s/ David B. Coulter
                                            -----------------------------
                                            David B. Coulter, Chief Executive
                                            Officer, President, sole Director
                                            and Principal Accounting Officer

                                       33



<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 sheet of Junum
Incorporated (a Delaware corporation) and subsidiaries as of December 31, 2001,
and the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the year ended December 31, 2001 and for the period
from October 21, 1999 to December 31, 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 audits.

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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 subsidiaries as of December 31, 2001, and the results of their operations,
changes in stockholders' equity, and their cash flows for the year ended
December 31, 2001 and for the period from October 21, 1999 to December 31, 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 14 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 14. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 13 to the consolidated financial statements, the
accompanying consolidated statements of operations, shareholders' equity, and
cash flows for the period ended December 31, 2000, have been restated.

                                                    /s/ Smith & Company
                                                    CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
April 15, 2002

          10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297o Facsimile: (801) 575-8306
                        E-mail: smithcocpa@earthlink.net
           Members: American Institute of Certified Public Accountants
                Utah Association of Certified Public Accountants

                                      F-1


<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                                                   December 31,
                                                                        2001
                                     ASSETS
                                     ------
CURRENT ASSETS
Cash in bank                                                       $     11,423
Accounts receivable - trade                                                 650
Other accounts receivable                                                     0
Stock subscription receivable (Note 12)                                       0
Accounts receivable - employees                                               0
Prepaid expenses                                                              0
                                                                   -------------
          TOTAL CURRENT ASSETS                                           12,073

PROPERTY, PLANT & EQUIPMENT (Note 2)                                    726,253

OTHER ASSETS
  Intangible assets (Note 7)                                            525,569
Credit card portfolio (Note 8)                                        5,820,000
Other                                                                     4,000
                                                                   -------------
                                                                      6,349,569
                                                                   -------------
                                                                   $  7,087,895
                                                                   =============

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------
CURRENT LIABILITIES
Accounts payable                                                   $  1,516,542
Accrued expenses (Note 5)                                             1,022,712
Capital leases                                                           35,961
Loans payable (Note 6)                                                  244,600
Convertible debentures (Note 6)                                       1,050,000
Less discount                                                           (81,247)
                                                                   -------------
          TOTAL CURRENT LIABILITIES

LONG-TERM LIABILITIES
Notes payable to GCH Capital                                            180,000
                                                                   -------------
          TOTAL LONG-TERM LIABILITIES                                   180,000
                                                                   -------------

          TOTAL LIABILITIES                                           3,968,568

STOCKHOLDERS' EQUITY (Note 10)
  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;
             None issued and outstanding                                      0
       Series B convertible non-voting preferred stock,
          $1,000 par value, 25,000 shares authorized;
             750 issued and outstanding                                 750,000
       Series C convertible non-voting preferred stock,
          $1,000 par value, 25,000 shares authorized;
             5,140 issued and outstanding                             5,140,000
Common stock, $0.01 par value, 100,000,000 authorized shares;
  42,771,068 issued and outstanding                                     427,711
Common stock committed, 860,000 shares (Note 12)                          8,600
Additional paid in capital                                           16,655,598
Subscriptions receivable (Note 12)                                   (1,967,907)
Accumulated deficit                                                 (17,894,675)
                                                                   -------------
          TOTAL STOCKHOLDERS' EQUITY                                  3,119,327
                                                                   -------------
                                                                   $  7,087,895
                                                                   =============

        See accompanying notes to the consolidated financial statements

                                      F-2



<PAGE>
<TABLE>

                               JUNUM INCORPORATED AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>

                                                                    Year ended   October 21, 1999
                                                                    December 31,  to December 31,
                                                                       2001       2000 (restated)
                                                                   -------------   -------------
<S>                                                                <C>             <C>

Net sales                                                          $    416,656    $    488,253
Cost of sales                                                           143,984         411,019
                                                                   -------------   -------------

          GROSS PROFIT (LOSS)                                           272,672          77,234

General & Administrative Expenses                                     8,342,925       7,122,131
Depreciation and amortization                                           373,360         203,043
                                                                   -------------   -------------
                                                                      8,716,285       7,325,174

               NET OPERATING LOSS                                    (8,443,613)     (7,247,940)

Other Income (expenses)
  Net gain (loss) on disposal of assets                                 (85,720)       (123,221)
  Interest income                                                           500           3,705
  Interest expense (Note 6)                                            (407,855)     (1,590,531)
                                                                   -------------   -------------
                                                                       (493,075)     (1,710,047)

          NET LOSS BEFORE INCOME TAXES                               (8,936,688)     (8,957,987)

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

          NET LOSS                                                 $ (8,936,688)   $ (8,957,987)
                                                                   =============   =============

Basic and diluted net (loss) per weighted average share (Note 1)   $      (0.28)   $      (0.69)
                                                                   =============   =============

Weighted average number of common shares used to
compute net income per weighted average share
                                                                     31,970,981      12,966,727
                                                                   =============   =============

                 See accompanying notes to the consolidated financial statements

</TABLE>

                                               F-3


<PAGE>
<TABLE>

                                                           JUNUM INCORPORATED AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                     FOR THE PERIOD FROM OCTOBER 21, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 2001
<CAPTION>
                                                       Common Stock
                                                  Par Value $0.01 (Note A)
                                 ---------------------------------------------------------                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                                     68,662
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
Restatement of common
  stock and additional
  paid-in capital in
  connection with
  reverse merger                                                   125,173                                   (125,173)
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                                                                                                      10,222
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
Issue Preferred "A" shares as
  compensation to D. Coulter
Beneficial conversion of all
  1,946 shares of Preferred
  "A" to common as vesting
  and conversion ability is
  immediate                                                                                                   389,200

table split in half - see next page

                                              F-4a


<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
Restatement of common
  stock and additional
  paid-in capital in
  connection with
  reverse merger
Shares in lieu of interest
Issue Officer's warrants
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
Issue Preferred "A" shares as
  compensation to D. Coulter           1,000      1,000,000
Beneficial conversion of all
  1,946 shares of Preferred
  "A" to common as vesting
  and conversion ability is
  immediate

See Notes to Consolidated Financial Statements.

                                      F-4b


<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, 2001

                                                       Common Stock
                                                  Par Value $0.01 (Note A)
                                 ---------------------------------------------------------                Additional      Retained
                                                   Shares                      Committed   Subscriptions    Paid-in       Earnings
                                    Shares       Committed       Amount          Amount      Receivable     Capital      (Deficit)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------
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                      666,666       (666,666)         6,667         (6,667)      400,000
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                                                                                                                 (8,957,987)
                                 ------------   ------------   ------------   ------------  ------------  ------------  ------------
Balances at 12/31/00 (restated)   13,309,559      7,001,334        133,096         70,013    (2,600,000)    7,374,887    (8,957,987)

Issuance of committed stock        6,141,334     (6,141,334)        61,413        (61,413)
Convert Series A preferred        18,640,000                       186,400                                  1,659,600
Forfeit Series A preferred                                                                                    500,000
Issuances for European
  Shareholder loyalty
  program                          1,570,023                        15,700                                  3,565,170
Stock issued with 12%
  debentures                         196,963                         1,970                                     89,697
Conversion of 11%
  debentures                          61,111                           611                                     91,056
Stock issued for services          2,852,078                        28,521                                  3,375,188
Subscriptions received                                                                          632,093
Net Loss                                                                                                                 (8,936,688)
                                 ------------   ------------   ------------   ------------  ------------  ------------ -------------
Balances at 12/31/01              42,771,068        860,000    $   427,711    $     8,600   $(1,967,907)  $16,655,598  $(17,894,675)
                                 ============   ============   ============   ============  ============  ============ =============

table split in half - see next page

                                              F-5a


<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
                                 ------------   ------------   ------------   ------------  ------------  ------------
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
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
                                 ------------   ------------   ------------   ------------  ------------  ------------
Balances at 12/31/00 (restated)        2,346      2,346,000            750        750,000         5,100     5,100,000

Issuance of committed stock
Convert Series A preferred            (1,846)    (1,846,000)
Forfeit Series A preferred              (500)      (500,000)
Issuance of Series C preferred
  for assets                                                                                         40        40,000
Issuances for European
  Shareholder loyalty
  program
Stock issued with 12%
  debentures
Conversion of 11%
  debentures
Stock issued for services
Subscriptions received
Net Loss
                                 ------------   ------------   ------------   ------------  ------------  ------------
Balances at 12/31/01                       0    $         0            750    $   750,000         5,100   $ 5,100,000
                                 ============   ============   ============   ============  ============  ============

</TABLE>

See accompanying notes to the consolidated financial statements

                                               F-5b



<PAGE>
<TABLE>

                            JUNUM INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                         Year ended      October 21, 1999
                                                         December 31,     to December 31,
                                                            2001          2000 (restated)
                                                      ----------------   ----------------
<S>                                                   <C>                <C>
OPERATING ACTIVITIES
   Net loss                                           $    (8,936,688)   $    (8,957,987)
   Adjustments to reconcile net income to cash
     used by operating activities:
          Depreciation and amortization                       373,360            203,043
          Stock issued for expenses                         6,984,579          3,017,823
          Loss (gain) on disposal of assets                    85,720            123,221
   Changes in assets and liabilities:
          Accounts receivable - trade                          30,198           (317,232)
          Other receivables                                    46,384                  0
          Prepaid expense                                      29,053            (29,053)
          Deposits                                             85,047            (85,047)
          Accounts payable                                    241,903          1,106,159
          Accrued expenses                                    310,775            711,937
                                                      ----------------   ----------------
                    NET CASH USED
                    BY OPERATING ACTIVITIES                  (749,669)        (4,227,136)

INVESTING ACTIVITIES
  Purchase of equipment                                      (105,559)        (1,406,038)
  Costs of registering patents                                (46,126)          (130,821)
  Purchase of domain name                                           0             (4,000)
  Costs of intangible assets                                 (308,622)                 0
                                                      ----------------   ----------------
                    NET CASH USED
                    BY INVESTING ACTIVITIES                  (460,307)        (1,540,859)

FINANCING ACTIVITIES
  Proceeds from issuance of notes payable                     100,000          2,759,079
  Payments on notes payable                                  (320,400)                 0
  Capital leases                                                    0             50,103
  Payments on capital leases                                  (14,142)                 0
  Proceeds from convertible debentures                        835,420            366,667
  Payments on convertible debentures                          (50,000)                 0
  Stock subscriptions received                                632,093                  0
  Sale of preferred stock                                           0          2,630,574
                                                      ----------------   ----------------
                    NET CASH PROVIDED
                    BY FINANCING ACTIVITIES                 1,182,971          5,806,423
                                                      ----------------   ----------------

                    INCREASE (DECREASE) IN CASH AND
                    CASH EQUIVALENTS                          (27,005)            38,428

Cash and cash equivalents at beginning of period               38,428                  0
                                                      ----------------   ----------------

                    CASH & CASH EQUIVALENTS
                    AT END OF PERIOD                  $        11,423    $        38,428
                                                      ================   ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for: Interest                               $       112,511    $         4,823
               Taxes                                                0                  0

</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES
During 2001 common stock of $611 and additional paid-in capital of $91,056 was
issued upon conversion of $91,667 in 11% convertible debentures. $61,413 in
common stock that had previously been committed was issued. 1,846 shares of
series A preferred stock was converted into common stock of $186,400 and paid-in
capital of $1,659,600. 500 shares of series A preferred stock was forfeited upon
termination of an employee. 40 shares of Series C convertible preferred stock
were issued for assets.

During the period 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, 2,946 shares of series "A" preferred stock to settle $1,946,000 of
debts and to provide compensation of $1,000,000, and 750 shares of series "B"
preferred stock for expenses of $750,000.

See accompanying notes to the consolidated financial statements

                                       F-6



<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2001

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. The financial statements include
         Junum.com, as well as Junum's additional six subsidiaries; all of which
         are Nevada Corporations and inactive. They are NextTech, Inc., Voleran,
         Inc., Junum Intellectual Property, Inc., Junum Financial Services,
         Inc., Junum Company, Inc., and Junum Europe, Ltd.

         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 (similar to a pooling of
         interests). Junum.com became the successor company and Eurbid' s name
         was changed to Junum Incorporated. The Company year end was June 30,
         but subsequent to June 30, 2000, was changed to December 31.
         Consequently, financial statements were issued as of June 30, 2000 and
         for the period from October 21, 1999 to June 30, 2000, as well as
         December 31, 2000 and for the six month period then ended. These
         financial statements include comparative balances for the period from
         October 21, 1999 to December 31, 2000. Backing out 1999 activity was
         not feasible nor is it material.

         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, 2001 and 2000, 860,000 and 2,668,000 shares,
         respectively, of common stock of Junum.com had not been exchanged for
         shares of the 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.

         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 2001 and 2000, which were not included in the
         computation of diluted loss per share because the effect would have
         been antidilutive, were 16,763,169 and 11,401,503, respectively.

                                       F-7



<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

         Advertising
         -----------
         Advertising costs are expensed as incurred. During the periods ended
         December 31, 2001 and 2000, advertising expenses totaled $138,705 and
         $14,279, 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 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.

         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.

         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.

                                       F-8



<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 2:  PROPERTY, PLANT, AND EQUIPMENT

         Property, plant, and equipment as of December 31, 2001, are summarized
         as follows:

                                                                     Net Book
                                      Cost        Depreciation        Value
                                  -------------   -------------   -------------
         Office Equipment         $    251,440    $    102,956    $    148,484
         Computers and software        449,251         171,670         277,581
         Furniture and fixtures        231,834          55,972         175,862
         Leasehold Improvements        140,753          47,914          92,839
         Lease equipment                51,535          20,048          31,487
                                  -------------   -------------   -------------

                                  $  1,124,813   $     398,560    $    726,253
                                  =============  ==============   =============

         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 issued debt instruments to related parties during 2001 as
         detailed in Note 6.

         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 $2,043.479, and he
         accepted 1,846 shares of $1,000 par value Series A preferred stock in
         full settlement of $1,846,000 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.

NOTE 4:  INCOME TAXES

         No income tax expense (benefit) was recognized for the years ended
         December 31, 2001 and 2000. Such amounts differ from the amounts
         computed by applying the United States Federal income tax rate of 34%
         to tax losses before income taxes as a result of the following:
<TABLE>
<CAPTION>
                                                                      2001           2000
                                                                 -------------   -------------
<S>                                                              <C>           <C>
                Computed "expected" tax benefit                  $ (3,038,474) $  (2,705,716)
                Decrease (increase) in income tax benefit
                  resulting from:
                    Change in valuation allowance for
                      deferred federal, state, and local
                      income tax assets                             3,038,474       2,705,716
                    State income taxes and other, net                       0               0
                                                                 -------------   -------------

                                                                 $          0    $          0
                                                                 =============   =============

         The tax effects of temporary differences that give rise to a
         substantial portion of the deferred income tax assets are presented
         below:

                                                                     2001            2000
                                                                 -------------   -------------
                    Net operating loss carryforwards             $ 17,894,675    $  8,957,987
                                                                 -------------   -------------

                           Total gross deferred tax assets         17,894,675       8,957,987
                           Less valuation allowance               (17,894,675)     (8,957,987)
                                                                 -------------   -------------

                           Net deferred tax assets               $          0    $          0
                                                                 =============   =============
</TABLE>

         During the years ended December 31, 2001 and 2000, the Company incurred
         no Federal income tax liabilities.

         At December 31, 2001, the Company has approximately $17,900,000
         available in net operating loss carryforwards for income tax purposes.
         These carryforwards expire in 2015 through 2016. Due to a the
         uncertainty about the Company's long-term ability to continue as a
         going concern, it is uncertain if the Company will be able to recognize
         any benefit from those carryforwards.

                                       F-9


<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 5:  ACCRUED EXPENSES

         Accrued expenses payable at December 31, 2001 are as follows:

         Vacation pay              $       26,534
         Other payroll                    787,372
         Interest                         208,806
                                   ---------------
                                   $    1,022,712
                                   ===============

NOTE 6:  LOANS PAYABLE

         During 2001, the Company issued 12% convertible debentures originally
         due February of 2002, and extended to June 30, 2002. 196,963 shares of
         common stock were issued along with the debentures. Proceeds were
         allocated to the stock based on market value, with the remainder
         allocated to the debentures, resulting in the recording of a discount.
         The balance, net of discount, is $568,753 at December 31, 2001.

         During 2001, the Company entered into an 8% note payable of $100,000
         with a maturity date of June 7, 2002.

         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 was $235,000. Maturity dates ranged
         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,
         2001 and 2000 was $324,600 and $410,000, respectively.

         During 2001 and 2000, the Company issued to certain 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, 2001 and 2000 was $400,000 and $366,667,
         respectively. Maturity dates ranged from March 29, 2001 through October
         26, 2001, and have been extended to June 30, 2002.

NOTE 7:  INTANGIBLE ASSETS

         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. Patents total
         $176,947 at December 31, 2001.

         During 2001, the Company paid $348,622 for Infobase software, and the
         consulting expertise of an individual who will help adapt it to the
         Company's needs. The cost was recorded as an intangible asset and will
         be amortized over three years.

NOTE 8:  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 10.

         The Company has not sought an appraisal or evaluation of the current
         value of its credit card portfolio as of December 31, 2001, nor has the
         Company retained an expert or other qualified person to analyze or
         evaluate the collectability of the non-performing credit card
         receivables or to determine estimates of the costs of collection
         reveunues. As a result, it is not possible to determine the ultimate
         value or collectability of the Company's credit card portfolio with
         reasonable certainty.

         The Company is presently pursuing various alternative approaches to
         converting the portfolio into cash or other assets.

NOTE 9:  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. 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.

                                      F-10


<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 9:  INCENTIVE STOCK OPTION PLAN / WARRANTS (CONTINUED)

         A summary of stock option transactions for the periods ended December
         31, 2001 and 2000 is as follows:
<TABLE>
<CAPTION>

                                            Options                            Warrants
                                   -----------------------------   -------------------------------
                                                     Weighted                          Weighted
                                                     Average                           Average
                                                  Exercise price                    Exercise price
         Outstanding                  Shares         per share         Shares          per share
                                   ------------   --------------   --------------   --------------
<S>                                  <C>              <C>              <C>          <C>
         October 21, 1999
           Granted                   5,670,000        $ 1.04           6,806,503    $        1.13
           Exercised                         -             -                   -                -
           Canceled or expired       1,075,000          1.28                   -                -
                                   ------------   --------------   --------------   --------------
         December 31, 2000           4,595,000           .098          6,806,503             1.13
           Granted                     682,500          2.18           4,679,166             3.23
           Exercised                         -             -                   -                -
           Canceled or expired       2,505,000          1.00                   -                -
                                   ------------   --------------   --------------   --------------

         December 31, 2001           2,772,500    $     1.27          11,485,669    $        1.99
                                   ============   ==============   ==============   ==============

</TABLE>

         All options and warrants are exercisable at December 31, 2001.

         The Company has adopted only the disclosure provisions of Financial
         Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
         (FAS 123). Therefore, the Company continues to account for stock-based
         compensation under Accounting Principles Board Opinion No. 25, under
         which no compensation cost has been recognized. Had compensation cost
         for the stock based compensation been determined based upon the fair
         value of the awards at the grant date consistent with the methodology
         prescribed by FAS 123, the Company's net income (loss) and income
         (loss) per share would have been changed to the following pro forma
         amounts:
<TABLE>
<CAPTION>

                                                            2001            2000
                                                       --------------  --------------
<S>                                  <C>               <C>             <C>
         Net income (loss)           As reported       $  (8,936,688)  $  (8,957,987)
                                     Pro forma           (24,046,949)    (26,633,033)
         Income (loss) per share:
           Basic and diluted         As reported               (0.28)          (0.69)
                                     Pro forma                 (0.75)          (2.05)
</TABLE>

         The fair value of options and warrants was estimated at the date of
         grant using the modified Black- Scholes option-pricing model with the
         following weighted-average assumptions for 2001 and 2000: expected
         volatility of 120 percent and 54 percent, respectively; risk-free
         interest rate of 3.62 percent and 4.74, respectively; and expected life
         of 3 years. The weighted-average fair value of options granted was
         $0.44 and $4.25 in 2001 and 2000, respectively.

NOTE 10: EQUITY

         During 2001, the Company's Chief Executive Officer converted 1,846
         shares of Series "A" preferred stock to 186,400 shares of common stock.
         The remaining 500 shares of Series "A" preferred stock were forfeited
         by another officer upon termination.

         Additional shares of common stock were issued during 2001, as detailed
         in the statement of stockholder's equity, related to a European
         shareholder loyalty program, the issuance and conversion of debentures,
         and for services rendered to the Company.

         On November 15, 2000, Junum.com merged with Eurbid as discussed in Note
         1. As a result of the merger 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 merger. The Company has reflected such shares as
         new shares issued in connection with the reverse merger. The
         consideration received was $591,901 which represented the Eurbid
         liabilities that were assumed by the Company as a result of the reverse
         merger.

         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

                                      F-11


<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 10: EQUITY (CONTINUED)

         compensation expense of $1,032,500 was recognized during the six month
         period ended December 31, 2000.

         On November 15, 2000, the Company issued 1,846 Series A voting
         convertible preferred shares to the Company's Chief Executive Officer
         and principal shareholder in exchange for debt totaling $1,846,000.
         Holders of the Series A voting convertible preferred stock were
         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.

         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 priceof
         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.

                                      F-12


<PAGE>

                       JUNUM INCORPORATED AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 10: EQUITY (CONTINUED)

         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 11: COMMITMENTS AND CONTINGENCIES

         The Company leases certain property and equipment. At December 31,
         2001, all leases but one are on a month-to-month basis. Rent expense
         for the periods ended December 31, 2001 and 2000 was $460,221 and
         $422,277, respectively. The single lease under contract is currently
         the subject of litigation. The Company is in default on lease payments,
         and has accrued a liability equal to payments in arrears. The
         additional amount, if any, that the Company may have to pay is subject
         to the Landlord's ability to obtain another tenant, among other things,
         and can't be reasonably estimated at this time.

         The Company is involved in other litigation in the normal course of
         business. No such matters are expected to be material to the financial
         statements.

NOTE 12: 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
         $392,093 was paid in January 2001.

         At December 31, 2001, shareholders representing 860,000 shares of
         common stock in Junum.com, Inc. had not yet converted their shares to
         Junum Incorporated as discussed in Note 9.

NOTE 13: RESTATEMENT

         During 2001, management identified an agreement effective during 2000
         to grant 1,000 shares of Series A Preferred Stock to an officer. The
         accompanying 2000 financial statements have been restated to reflect
         the issuance of those shares as compensation.

NOTE 14: SUBSEQUENT EVENTS/GOING CONCERN CONSIDERATIONS

         On December 28, 2001, the Company entered into an agreement to sell
         NextTech Card Services, Inc. (NextTech), a wholly owned subsidiary, as
         well as a contract to provide service, in exchange for 8,333,333 shares
         of Emergent Financial Group, Inc.'s restricted common stock valued at
         $5,000,000. The agreement is conditional based on certain criteria that
         have not yet been met. Therefore, the sale is not considered to be
         consummated and has not been reflected in the financial statements.

         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, 2001, the Company has a
         deficit in working capital of $3,757,712, a loss from operations for
         the year ended December 31, 2001 of $8,936,688, and an accumulated
         deficit of $17,894,675. Management feels that current plans to expand
         its operations and a combination of debt and equity financing will
         provide sufficient working capital to allow the Company to continue as
         a going concern.

                                      F-13