SECURITIES AND EXCHANGE COMMISSION
                             Washington, D C. 20549

                                   FORM 10KSB

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended March 31, 2001
                                   --------------

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _________ to ____________

         Commission File No.  0-28717
                              -------
                          EXECUTIVE HELP SERVICES, INC.
                          -----------------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                             88-0420405
--------                                             ----------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification Number)

8930 East Raintree Drive, Suite 100, Scottsdale, Arizona     85260
---------------------------------------------------------    -----
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (480) 444-2014
                                                     --------------

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 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. Yes [X] No [ ]

The issuer had revenues of $0 for the year ended March 31, 2001.

As of March 31, 2001, the registrant had 5,846,000 shares of common stock, $.001
par value, issued and outstanding.

                                        1

<PAGE>





                                     PART I

Item 1. Description of Business.
--------------------------------

General
-------

     Executive Help Services,  Inc. was incorporated in Delaware on May 31, 1994
for the purpose of developing an Internet web site that would offer professional
space planning and design of modular office furniture,  pricing information, and
direct ordering  capabilities for the modular office systems  purchaser.  During
1997, the Company  received its initial funding through the sale of common stock
to investors.  From inception until 1997, the Company had no material  operating
activities.

     In June  1999,  Management  decided  to  modify  its  original  concept  to
capitalize on currently  available Internet features designed to reach a broader
user base and seek necessary  capital in order that they could begin  developing
the Company's Internet site business. As a result, it entered into business as a
primary office  furnishings  e-commerce web site for businesses  ranging in size
from  office in home to the largest  corporate  fixed  asset  customers  via its
website   "www.modularoffice.com."  During  this  time,  the  Company  became  a
reporting  company under the Securities and Exchange Act of 1934, after filing a
Form 10SB with the United States  Securities  and Exchange  Commission and began
trading on the OTC Bulletin Board.

     The Company entered into a Merger Agreement with ClickIncomes.com,  Inc., a
Nevada corporation  ("ClickIncomes.com"),  in September 2000. This Agreement was
terminated by mutual agreement of the parties in December 2000.

     William Crawford and Bobbie Jo Crawford,  resigned in January 2001. At that
time, Russell Stover Ivy was appointed President and Alan M. Smith was appointed
Secretary and  Treasurer.  Mr. Ivy and Mr. Smith also were appointed to serve as
the sole members of the Board of Directors.  In conjunction  with this change in
management,  the Company has changed its business  direction and will now engage
in the  business of selling  data  reports  over the  Internet.  The Company has
entered  into a letter of intent  with  AdZone  Interactive,  Inc.  (AdZone)  in
February 2001 to merge the two companies



                                        2

<PAGE>



Merger with AdZone Interactive, Inc.
------------------------------------

     The  boards of  directors  of the  Company  and  AdZone  Interactive,  Inc.
("AdZone") have approved a proposed  business  combination  under the terms of a
letter of intent.  The Company  will  acquire all of the issued and  outstanding
shares of AdZone in exchange  for the  issuance to AdZone's  shareholders  of 18
million  shares of common  stock of the  Company.  The letter of intent has been
approved by each of the board of  directors  and is now  subject to  shareholder
approval.  The  shareholders  of AdZone have already  approved  the merger.  The
Company will be holding a shareholders' meeting to approve the merger shortly.

     For the first thirty-six months following the approval of the shareholders,
the board of the Company  will  consist of three  members  designated  by AdZone
stockholders  (Charles Cardona,  John Cardona, and Warren Hamburger,  initially)
and two designated by the Company's  stockholders  (Russell Ivy and Terry Neild,
initially).  Alan M. Smith,  Secretary of the Company, has agreed to resign from
his positions as officer and director  effective as of the signing of the merger
agreement between the parties.

AdZone Interactive, Inc.
------------------------

     AdZone is an Internet advertising  research firm monitoring  individual web
sites  and  producing  on  line  reports  to its  subscribers.  AdZone  compiles
advertising activity and information regarding consumer expenditures. AdZone has
a  subscription  based online  application  for  accessing  data in a variety of
customizable report formats for data from the United States, the United Kingdom,
Europe,  and  Asia.  Custom  reports  are  also  provided,  for a fee,  for  the
additional data collected.

     Founded in March 2000,  AdZone  consists  of a CEO,  CFO,  President,  four
marketing staff,  four development  staff, two part time clerical staff, and ten
research and coding staff. The President,  CFO, and CEO are also involved in the
marketing,  product development,  and acquisition. The first online reports were
available  June  2000,  and,  with  the help of key  clients,  the  product  and
methodology  has been  refined  and sales began in October  2000.  Data from the
United States was introduced first,  followed by data from the United Kingdom in
July 2000,  from Europe in September  2000, and from Asia in December 2000. Data
is currently  being tested for Latin America and  additional  countries in other
market areas. At this time no plans for expansion have been made.

     AdZone also offers several customized services.  The content monitoring has
allowed  AdZone to monitor  any of the  150,000  web sites in its  database  for
various types of content.  For example,  AdZone  recently  monitored over 11,000
news websites for  occurrences of the words "Gore,  health care," "Bush,  health
care,"  "Gore,  social  security,"  and similar  combinations.  This product has
considerable  value to  certain  clients  in a variety  of  fields.  AdZone  has
identified the pharmaceutical  industry as a candidate.  The Banner Zone product
provides custom reports on the creative executions of the various advertisements
placed, such as banner buttons.


                                        3

<PAGE>



     Startup  resources  and  funding  for AdZone  were  provided by the Regency
Group,  Ltd., a strategic  investment fund  specializing in startup,  technology
based companies. Additional funding was provided by several board members of the
Company.

Revenues
--------

     Revenues derive from sales of subscriptions, online application reports and
custom reports. Other revenue sources include custom monitoring from the content
monitoring  (political)  product. The market research industry is a $4.9 billion
(as of 1998) annual  industry,  with the online portion being $170 million (2000
estimate).  (Numbers  are from  AMA  Marketing  News.)  AdZone's  current  total
expenses are approximately  $125,000 per month. AdZone has had $298,500 revenues
for the year end December 31, 2000 and $0 in revenue for the period from January
1, 2001 to March 31, 2001.

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

     AdZone has several  competitors.  The bulk of this  marketplace  is held by
AdRelevance through its Media Metrix client base. Other competitors include:

          CMR - CMR offers AdNetTrack US, which offers Internet expenditure data
          from  approximately 300 web sites. This product is somewhat similar in
          methodology to the AdZone reports,  but AdZone feels its technology is
          superior  and  that  its  database  contains  more  information  on an
          increased number of sites.

          AdRelevance  -  AdRelevance  is a division of Media  Metrix and offers
          panel data and  expenditure  information  on close to 1,000 web sites.
          AdRelevance  offers an online  application  for accessing  some of its
          data.

          Leading  Web  Advertisers  -  LWA  offers  custom  reports  on  banner
          creativity.  The company has an  experienced  management  team and has
          some inroads into the marketplace.

Item 2. Description of Property.
--------------------------------

     The Company's  principal  executive  office  address is 8930 East Raintree,
Suite 100,  Scottsdale,  Arizona,  85260.  The  principal  executive  office and
telephone  number are provided by Terry Neild, a consultant and future  director
of the Company, if the AdZone merger is completed. The costs associated with the
use of the  telephone  and  mailing  address  were  deemed by  management  to be
immaterial as the telephone and mailing address were almost  exclusively used by
Mr.  Neild for other  business  purposes.  After the merger with AdZone has been
completed,  the Company's  offices will be located at the current AdZone offices
at 211 Roanoke Avenue, Riverhead, New York, 11901.


                                        4

<PAGE>



Item 3. Legal Proceedings.
--------------------------

     The Company is not currently  involved in any legal  proceedings and is not
aware of any pending or potential legal actions.

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

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of the 2000- 2001 fiscal year. As discussed in Item 1 above,  the merger
with AdZone will be submitted to a vote of shareholders during the first half of
the 2001-2002 fiscal year.

                                     PART II

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

     Executive Help Services,  Inc., common stock,  $0.001 par value, has traded
on the OTC  Bulletin  Board  under  the  symbol  EHSV  since May 30,  2000.  The
following have been the High and Low prices for the times indicated:


<TABLE>
<CAPTION>

         DATE                               HIGH                                LOW
<S>                                         <C>                                 <C>
January-March 2001                          $1.156                              $0.125
October-December 2000                       $2.062                              $0.125
July-September 2000                         $1.968                              $0.500
May-June 2000                               $0.250                              $0.250
</TABLE>


     As of March 31, 2001, there were 128 registered shareholders of the Company
holding a total of  5,846,000  shares of common  stock.  There were no  dividend
restrictions on the Company.

     There have been no cash  dividends  declared on the Company's  common stock
for the past three years.

Item 6. Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

     The Company has attempted to maintain a cash balance  sufficient to sustain
corporate  operations  until  such time as  management  can  raise  the  funding
necessary to advance its business plan.  The cumulative net operating  losses of
$(113,975) at year end, March 31, 2001, were due to operating expenses including
licenses and fees, accounting and audit fees, and office expenses. This compares
with annual  losses of $(7,724)  for the fiscal year ended March 31,  2000.  The
increase  was due to  legal,  administrative,  and  accounting  costs  from  the
ClickIncomes.com proposed merger.

     The  initial  capitalization  of the  Company  through  the sale of  equity
securities  has allowed the Company to maintain a positive  cash  position.  The
Company has $43 cash on hand for year end

                                        5

<PAGE>



March 31,  2001,  as compared to $228 for the fiscal year ended March 31,  2000.
Additional  funding from either the sale of equity  securities  or advances from
shareholders  will be necessary to support  future  maintenance of the corporate
entity and development of the Company's business plan.

     The Company's business plan included acquiring other compatible  businesses
in order to broaden the  Company's  revenue  base.  On September  19, 2000,  the
Company's management signed a plan of merger with Clickincomes.com,  an Internet
based  small  business  provider  of direct  and  multilevel  sales  information
databases.  After conducting a due diligence process,  the Company determined it
would not be able to proceed  with the planned  merger.  By mutual  agreement of
Clickincomes.com  and the Company,  the plan of merger was terminated  effective
January 16, 2001.

     The Company is currently in the process of  finalizing a merger with AdZone
Interactive,  Inc., as discussed in detail in Item 1 above.  This merger will be
completed in the first half of 2001.

     The Company will face considerable risk in each of its future business plan
steps,  such as  difficulty  of hiring  competent  personnel  within its budget,
longer than  anticipated  web site  programming,  difficulty in  completing  key
business acquisitions, and a shortfall of funding due to the Company's inability
to raise capital in the equity securities market.

     The Company is  currently  dependent  upon funds  advanced or loaned by the
Company's  directors and officers.  The Company's officers and directors have no
formal  commitments or arrangements to advance or loan funds to the Company.  In
such a restricted  cash flow  scenario,  the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may be dormant during the
next twelve months, or until such time as necessary funds could be raised in the
equity securities market.

Item 7. Financial Statements.
-----------------------------

         The required financial statements begin on page F-1 of this document.


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

     There  have  been  no  changes  in or  disagreements  with  accountants  on
accounting and financial disclosure.



                                        6

<PAGE>



                                    PART III

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

     The  Directors  and  Officers of the  Company,  all of those whose one year
terms  will  expire  6/30/01,  or at such a time as  their  successors  shall be
elected and qualified are as follows:

Name & Address              Position                          Date First Elected
--------------              --------                          ------------------
Russell Stover Ivy          President, Director               January 23, 2001
Alan Montgomery Smith       Secretary, Treasurer, Director    January 23, 2001

     Directors   are  elected  to  serve  until  the  next  annual   meeting  of
stockholders  and until  their  successors  have  been  elected  and  qualified.
Officers  are  appointed  to serve until the  meeting of the Board of  Directors
following the next annual  meeting of  stockholders  and until their  successors
have been elected and qualified.

     No Executive Officer or Director of the Corporation has been the subject of
any Order, Judgement,  or Decree of any Court of competent jurisdiction,  or any
regulatory agency  permanently or temporarily  enjoining,  barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities  industry,  or as an affiliated person,  director or
employee  of an  investment  company,  bank,  savings and loan  association,  or
insurance  company or from engaging in or continuing  any conduct or practice in
connection  with any such activity or in connection with the purchase or sale of
any securities.

     No Executive  Officer or Director of the  Corporation has been convicted in
any criminal  proceeding  (excluding traffic  violations) or is the subject of a
criminal proceeding which is currently pending. No Executive Officer or Director
of the Corporation is the subject of any pending legal proceedings.

Russell Stover Ivy, President, Director. Mr. Ivy has been President and Director
of the Company since January 2001. He brings over nineteen years' consulting and
management  experience at small to medium sized corporations to the Company. Mr.
Ivy has been involved in the startup,  design,  and  implementation  of numerous
corporations  ranging from small  financial  services  corporations  to publicly
traded  telecommunication  companies.  In  1998  Mr.  Ivy  performed  consulting
services for IWL  Communications,  which merged with CapRock  Communications and
since  was  purchased  by  McCleod  Communications.  In 1999 and  2000  Mr.  Ivy
performed  consulting  services for First Financial  Group of America,  where he
served as the Director of Operations.  Mr. Ivy continues to consult to companies
regarding their  operational  activities and goals on a contract basis.  Mr. Ivy
received his Degree in  International  Economics  from Texas Tech  University in
1991.

Alan Montgomery Smith,  Secretary,  Treasurer,  Director. Mr. Smith received his
B.Sc. in Civil Engineering from Queen's University,  Kingston,  Ontario, Canada,
in 1973 and his  M.B.A.,  also from  Queen's  University,  in 1975.  He became a
member of the  Institutes  of  Chartered  Accountants  of Ontario in 1978 and of
British  Columbia in 1980.  From  November  1990 to May 1999 Mr. Smith  provided
audit,  accounting,  finance,  and administrative  consulting services to a wide
range of privately owned and public companies  through his wholly owned company,
Avid Management

                                        7

<PAGE>



Corporation.  Since June 1999,  Mr.  Smith has managed his  personal  investment
portfolio on a full time basis. He has been Secretary,  Treasurer,  and Director
of the Company since January 2001.

Item 10. Executive Compensation.
--------------------------------

     The following table sets forth for fiscal 2000-2001 compensation awarded or
paid to Russell Stover Ivy,  Executive Help's President and Director and to Alan
M. Smith, Executive Help's  Secretary/Treasurer and Director (collectively,  the
"named  Executive  Officers").  Other than as indicated  in the table below,  no
executive officer of Executive Help received any annual compensation in the year
ended March 31, 2001.

<TABLE>
<CAPTION>
                           Summary Compensation Table

                                  Annual Compensation                             Long Term Compensation
                             -----------------------------                      ----------------------------
                                                   Other           Restricted
                                                   Annual          Stock      Options/   LTIP          All Other
Name           Title      Year    Salary  Bonus    Compensation    Awarded    SARs (#)   payouts ($)   Compensation
----           -----      ----    ------- -----    ------------    -------    --------   -----------   ------------
<S>            <C>        <C>     <C>     <C>      <C>             <C>        <C>        <C>           <C>
Russell        President, 2000-   $0      $0       $0              1,000,000  -0-        -0-           -0-
Stover Ivy     Director   2001
Alan M.        Sec/Treas  2000-   $0      $0       $0              -0-        -0-        -0-           -0-
Smith          Dir        2001
</TABLE>

     There are no current  employment  agreements  between  the  Company and its
executive officers.

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

     The  following  table  sets forth as of March 31,  2001,  the amount of the
Company's  Common Stock  beneficially  owned by each officer and director of the
Company  and by each person  owning  more than five  percent of any class of the
Company's voting securities. As of the date of the Memorandum, there is no other
equity securities of the Company outstanding, other than the Common Stock.


<TABLE>
<CAPTION>
Name and Address of                 Number of                 Percentage
Beneficial Owner                    Shares                    Owned
-------------------                 ------                    -----
<S>                                 <C>                       <C>
Russell S. Ivy                              0                  0.0%
211 West Sealy Street
Alvin, Texas 77511

Alan M. Smith                         250,000*                 4.3%
2212 Russell Gardens
Edinburgh, Scotland

William Crawford                      540,000                  9.2%
2466 Colinas Paseo
El Cajon, California 92019

Bobbie Jo Crawford                    540,000                  9.2%
2466 Colinas Paseo
El Cajon, California 92019

Officers and Directors as
a group (2 persons)                 1,250,000                  4.3%
</TABLE>


*Mr. Smith holds these shares in the name of Certum Limited,  a Jersey,  Channel
Islands  corporation,  which is owned by a trust  (Whistler  Trust) in which Mr.
Smith is the sole beneficiary.

                                        8

<PAGE>



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

     The principal  executive  office and telephone number are provided by Terry
Neild, a consultant of the corporation. The costs associated with the use of the
telephone and mailing  address were deemed by management to be immaterial as the
telephone  and mailing  address  were almost  exclusively  used by Mr. Neild for
other business purposes.

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

     On  February 2, 2001,  the  Company  filed a report on Form 8-K in order to
report the issuance of shares of its common stock to Russell  Stover Ivy,   Alan
M. Smith, and Kim Moore.

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                   EXECUTIVE HELP SERVICES, INC.

Date:    June __, 2001                      By:   /s/ Russell Stover Ivy
                                                  ------------------------------
                                                  Russell Stover Ivy, President


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

Date:    June __, 2001                      By:   /s/ Russell Stover Ivy
                                                  ------------------------------
                                                  Russell Stover Ivy, President



Date:    June __, 2001                      By:   /s/ Alan M. Smith
                                                  ------------------------------
                                                  Alan M. Smith, Secretary,
                                                  Treasurer, Director

                                       9

<PAGE>



               EXECUTIVE HELP
               SERVICES, INC.
        (a development stage company)

            Financial Statements
                     and
              Auditor's Report

           March 31, 2001 and 2000




             S. W. HATFIELD, CPA
        certified public accountants

    Use our past to assist your future (sm)


<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)

                                    CONTENTS


                                                                            Page

Report of Independent Certified Public Accountants                           F-2

Financial Statements

   Balance Sheets
     as of March 31, 2001 and 2000                                           F-3

   Statements of Operations and Comprehensive Income
     for the years ended March 31, 2001 and 2000                             F-4

   Statement of Changes in Stockholders' Equity
     for the period from May 31, 1994 (date of inception)
     through March 31, 2001                                                  F-5

   Statements of Cash Flows
     for the years ended March 31, 2001 and 2000                             F-6

   Notes to Financial Statements                                             F-7





                                      F-1

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member: American Institute of Certified Public Accountants
        SEC Practice Section
        Information Technology Section
        Texas Society of Certified Public Accountants



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Executive Help Services, Inc.

We have audited the accompanying balance sheets of Executive Help Services, Inc.
(a Delaware  corporation  and a development  stage company) as of March 31, 2001
and 2000 and the related  statements of  operations  and  comprehensive  income,
changes in stockholders' equity and cash flows for each of the years ended March
31,  2001  and  2000,   respectively.   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  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Executive Help Systems, Inc. (a
development  stage  company)  as of March  31,  2001  and  2000 and the  related
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years  ended March 31, 2001 and 2000,  respectively,  in  conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.


                                                          /s/ S.W. Hatfield, CPA
                                                          ----------------------
                                                          S. W. HATFIELD, CPA

Dallas, Texas
May 30, 2001


                     Use our past to assist your future (sm)

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                       F-2

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)
                                 BALANCE SHEETS
                             March 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                             2001               2000
                                                             ----               ----
<S>                                                          <C>                <C>
                                     ASSETS
                                     ------
Current assets
   Cash on hand and in bank                                  $         43       $   228
                                                              -----------       -------

      Total current assets                                             43           228
                                                              -----------       -------

TOTAL ASSETS                                                 $         43       $   228
                                                             ============       =======


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities
   Accounts payable - trade                                  $          -       $     -
                                                             -------------      ---------

      Total liabilities                                                 -             -
                                                             -------------      ---------

Commitments and contingencies

Stockholders' equity Preferred stock - $0.001 par value.
      20,000,000 shares authorized.
      None issued and outstanding                                       -             -
   Common stock - $0.001 par value.
      100,000,000 shares authorized.
      5,846,000 and 5,346,000 shares issued and
      outstanding, respectively.                                     5,846        5,346
   Additional paid-in capital                                      117,844        4,554
   Deficit accumulated during the development stage               (123,647)      (9,672)
                                                                  --------        -----

         Total stockholders' equity                                     43          228
                                                               -----------      ------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                      $         43       $   228
                                                              ===========         ======

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-3

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)
                          STATEMENTS OF OPERATIONS AND
                           COMPREHENSIVE INCOME Years
                          ended March 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                             2001               2000
                                                             ----               ----
<S>                                                          <C>                <C>

Net revenues                                                 $            -     $        -

Operating expenses
   General and administrative expenses                                  285          7,657
   Professional and consulting fees                                 113,690              -
   Amortization of organization expenses                                  -             67
                                                              -------------        -------

      Total operating expenses                                      113,975          7,724
                                                                    -------          -----

Loss from operations before income taxes                           (113,975)        (7,724)

Income tax benefit (expense)                                              -              -
                                                              -------------      ---------

Net Loss                                                           (113,975)        (7,724)

Other comprehensive income                                                -              -
                                                              -------------      ---------

Comprehensive Income (Loss)                                  $     (113,975)    $   (7,724)
                                                             --------------     ----------


Loss per weighted-average
   share of common stock outstanding
   computed on Net Loss - basic and
   fully diluted                                             $        (0.02)           nil
                                                                      ====             ===

Weighted-average number of
   common shares outstanding                                      5,448,740      5,346,000
                                                                  =========      =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)
                             STATEMENT OF CHANGES IN
                STOCKHOLDERS' EQUITY For the period from May 31,
                 1994 (date of inception) through March 31, 2001


<TABLE>
<CAPTION>
                                                                    Additional
                                                Common Stock        paid-in         Accumulated
                                            Shares      Amount      capital         deficit          Total
                                            ------      ------      -------         -------          -----
<S>                                         <C>         <C>         <C>             <C>              <C>
Issuance of $0.00001 par
   value common stock
   to founders on May 31, 1994                 20,000   $       -   $    2,000      $          -     $    2,000

Net loss for the period                             -           -            -             (333)           (333)
                                               ------      ------       ------             -----           -----

Balances at March 31, 1995                     20,000           -        2,000             (333)          1,667

Net loss for the year                               -           -            -             (400)           (400)
                                               ------      ------       ------             -----           -----

Balances at March 31, 1996                     20,000           -        2,000             (733)          1,267

Net loss for the year                               -           -            -             (400)           (400)
                                               ------      ------       ------             -----           -----

Balances at March 31, 1997                     20,000           -        2,000           (1,133)            867

Sale of common stock
   subject to a private
   placement memorandum                        79,000           1        7,899                -           7,900

Net loss for the year                               -           -            -             (400)           (400)
                                               ------      ------       ------             -----           -----

Balances at March 31, 1998                     99,000           1        9,899           (1,533)          8,367

Effect of change in par value
   from $0.00001 per share
   to $0.001 per share                              -          98          (98)               -               -

Net loss for the year                                           -            -                -            (415)           (415)
                                               ------      ------       ------             -----           -----

Balances at March 31, 1999                     99,000          99        9,801           (1,948)          7,952

Effect of 45 for 1 stock split              4,356,000       4,356       (4,356)               -               -

Effect of 1.2 for 1 stock split               891,000         891         (891)               -               -

Net loss for the period                             -           -            -           (7,724)         (7,724)
                                               ------      ------       ------            -----           -----

Balances at March 31, 2000                  5,346,000   $   5,346   $    4,554      $    (9,672)      $     228
                                            =========       =====    =========           ======        ========
</TABLE>


                                  - Continued -


   The accompanying notes are an integral part of these financial statements.
                                       F-5

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)
                      STATEMENT OF CHANGES IN STOCKHOLDERS'
               EQUITY - CONTINUED For the period from May 31, 1994
                   (date of inception) through March 31, 2001


<TABLE>
<CAPTION>
                                                                    Additional
                                                Common Stock        paid-in         Accumulated
                                            Shares      Amount      capital         deficit          Total
                                            ------      ------      -------         -------          -----
<S>                                         <C>         <C>         <C>             <C>              <C>
Balances at March 31, 2000                  5,346,000   $   5,346   $    4,554      $    (9,672)     $      228

Issuance of common stock for
   consulting and management
   services                                   500,000         500      112,000                -         112,500

Capital contributed to
   support operations                               -           -        1,290                -           1,290

Net loss for the period                             -           -            -         (113,975)       (113,975)
                                               ------      ------       ------          -------         --------

Balances at March 31, 2001                  5,846,000   $   5,846   $  117,844      $  (123,647)     $      228
                                            =========       =====      =======         ========      ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                    F-6

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                       Years ended March 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                             2001               2000
                                                             ----               ----
<S>                                                          <C>                <C>
Cash flows from operating activities
   Net loss for the period                                   $  (113,975)       $  (7,724)
   Adjustments to reconcile net loss to net
      cash provided by operating activities
      Consulting and management services
         paid with common stock                                  112,500                -
      Amortization of organization costs                               -               67
                                                             -----------          -------

Net cash provided by (used in) operating activities               (1,475)          (7,657)
                                                                --------            -----


Cash flows from investing activities                                   -                -
                                                             ------------       ---------


Cash flows from financing activities
   Contributed capital to support operations                       1,290                -
                                                               ---------        ---------

Net cash provided by (used in) financing activities                1,290                -
                                                               ---------        ---------

Increase (Decrease) in Cash                                         (185)          (7,657)

Cash at beginning of period                                          228            7,885
                                                              ----------            -----

Cash at end of period                                        $        43        $     228
                                                             ===========        =========

Supplemental disclosure of interest
   and income taxes paid
      Interest paid for the period                           $         -        $       -
                                                             =============      ==========
      Income taxes paid for the period                       $         -        $       -
                                                             =============      ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                       F-7

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
-------------------------------------------------

Executive Help Services,  Inc.  (Company) was incorporated on May 31, 1994 under
the laws of the State of  Delaware.  The  Company  was formed for the purpose of
developing an internet web site that would offer professional space planning and
design,  pricing  information  and direct  ordering of modular office  furniture
systems.

On July 17, 2001, the Company amended it's Certificate of Incorporation to allow
for the issuance of up to 20,000,000  shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock.

During April 1997, the Company  successfully  sold an aggregate 79,000 shares of
restricted,  unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration on these shares.

The Company's  business plan has not been fully implemented as of March 31, 2001
and,  accordingly,  has not fully commenced  operations.  The Company has had no
substantial  operations or substantial  assets since inception and is considered
to be in the development stage.

Due to the  lack of  sustaining  operations  from  inception,  the  Company  has
generated no significant  operating  revenues and has incurred  cumulative  cash
losses of approximately  $11,000.  Accordingly,  the Company may be dependent in
future periods upon its current  management and/or  significant  stockholders to
provide  additional  working  capital to preserve the integrity of the corporate
entity  during  this  phase.  It is the  intent of  management  and  significant
stockholders to provide sufficient working capital, if necessary, to support and
preserve the integrity of the corporate entity.

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


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

1.   Cash and cash equivalents
     -------------------------

     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.


                                       F-8

<PAGE>



                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
---------------------------------------------------------------

2.   Organization costs
     ------------------

     Organization costs, incurred at the initial  capitalization of the Company,
     were  amortized  over a sixty (60)  month  period  using the  straight-line
     method.

3.   Income taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2001 and 2000, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of March 31,  2001,  the  Company  has  cumulative  net  operating  loss
     carryforwards  totaling  approximately $123,600 to offset taxable income in
     future periods. Due to the provisions of Internal Revenue Code Section 338,
     the Company  may have no net  operating  loss  carryforwards  available  to
     offset  financial  statement or tax return taxable income in future periods
     in the event of a change in control  involving 50 percentage points or more
     of the issued and outstanding securities of the Company.

4.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever is later.  As of March 31, 2001 and 2000,  the Company
     has no outstanding warrants and options issued and outstanding.


NOTE C - COMMON STOCK TRANSACTIONS
----------------------------------

On December 8, 1998, the Company  amended its  Certificate of  Incorporation  to
change the par value of its common  stock from  $0.00001 per share to $0.001 per
share.  The effect of this change is  reflected  in the  accompanying  financial
statements as of the first day of the first period presented.

On June 15, 1999, the Company's  Board of Directors  approved a 45 for 1 forward
stock split on the issued and  outstanding  shares of common stock.  This action
caused the issued and  outstanding  shares to increase from 99,000 to 4,455,000.
The effect of this change is reflected in the accompanying  financial statements
as of the first day of the first period presented.

On July 6, 2000, the Company's  Board of Directors  approved a 1.2 for 1 forward
stock split on the issued and  outstanding  shares of common stock.  This action
caused  the  issued  and  outstanding  shares  to  increase  from  4,455,000  to
5,346,000.  The effect of this change is reflected in the accompanying financial
statements as of the first day of the first period presented.



                                       F-9

<PAGE>


                          EXECUTIVE HELP SERVICES, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - COMMON STOCK TRANSACTIONS - Continued
----------------------------------------------

On January 16, 2001, the Company's Board of Directors issued 4,500,000 shares of
restricted,  unregistered common stock to officers,  directors and key employees
as an incentive to retain  their  services.  These shares were issued on January
23, 2001.  The entities or  individuals  receiving  these shares are as follows:
Certum Limited,  3,000,000 shares;  Russell Stover Ivy,  1,000,000  shares;  and
Paris House Limited,  500,000 shares. On May 8, 2001, Certum Limited and Russell
Stover Ivy  returned  their  aggregate  4,000,000  shares to the  Company for no
consideration  and were  given no  economic  consideration  in the  accompanying
financial statements.

The remaining  issued  500,000  shares were valued at  approximately  $0.225 per
share,  which  equals  a  50.0%  discounted  value,  due to the  restricted  and
unregistered  nature of these  shares,  from the  average  closing  price of the
Company's common stock on the NASDAQ  Electronic  Bulletin Board for the 10 days
prior and 10 days following the January 16, 2001 transaction date.


NOTE D - SUBSEQUENT EVENT
-------------------------

On May 15,  2001,  pursuant  to  affirmation  by both Boards of  Directors,  the
Company and AdZone  Interactive,  Inc. (a privately-owned  New York corporation)
(AdZone)  agreed  whereby both  entities  would merge with the Company being the
surviving entity.

For accounting  purposes,  this  transaction will be accounted for as a "reverse
merger".   Accordingly,   the  merger  will  be   accounted   for   pursuant  to
Interpretation  #39 of  Accounting  Principles  Board  Opinion  # 16,  "Business
Combinations",  whereby the  combination  of entities  under common  control are
accounted for on an "as-if-pooled"  basis. The combined financial  statements of
the Company and AdZone will become the  historical  financial  statements of the
Company  as of  the  first  day of  the  first  period  presented  in  financial
statements prepared subsequent to the merger date.

AdZone is a global research firm that conducts research on the role the Internet
and new technologies play in business. AdZone directly and through its worldwide
network of subsidiaries and affiliates, researches raw advertising and marketing
data, consumer behavior, marketing strategies and market trends.

                                      F-10

<PAGE>