SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB


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

                      For the year ended December 31,1999.

                        Commission File Number 000-28755


                          COMMUNICATION VENTURES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      95-4737492
    ----------------------                          -------------------
    (State of organization)                         (I.R.S. Employer
                                                    Identification No.)

           22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU CALIFORNIA   90265
        -------------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code  (310) 317-6939



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

       Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                    Common Stock, $0.001 par value per share



<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC  Bulletin  Board on March 1, 2000,  was $0.00.  For  purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 1,018,400.

                   Documents incorporated by reference:   None



                                       2


<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                         Page
                                                                       Numbers
                                                                       -------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  6

Item   3.      Legal Proceedings                                           6

Item   4.      Submission of Matters to a Vote of Security Holders         6

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         7

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         8

Item   7.      Financial Statements                                        8

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

                                    PART III

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

Item  10.      Executive Compensation                                     10

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             10

Item  12.      Certain Relationships and Related Transactions             11

Item  13.      Exhibits and Reports on Form 8-K                           12

Signatures                                                                13


                                       3


<PAGE>
                                     PART I


Item   1.      Business

A.  Introduction
----------------
     The Internet is one of the greatest  communications  mediums ever invented.
Use of the  Internet  has grown  exponentially  since the  inception  of the web
browser.  Technology  companies  strive  to meet the  demands  of its  users for
faster, better, service. However, enabling video over the Internet has proven to
be a challenge due to its narrow  bandwidth and variety of computing  platforms.
International  standards  such as MPEG have worked well for broadcast and CD-ROM
applications,  but are  very  slow  and  cumbersome  for  Internet  applications
resulting  in small image size and low data  rates.  In order for codecs to work
for Internet applications they must meet the following requirements:

          - greater bandwidth scalability
          - less computational complexity
          - the ability to withstand network losses
          - lower encode/decode latency for interactive applications

     Communication Ventures, Inc. ("Communication Ventures" or "the Company") is
a software  development  business  venture that is in the process of researching
and developing image and video compression  software,  IP Multicast Software for
the masses,  Mobile  E-Mail  based upon Corba and  services  that meet the above
requirements for use over the Internet.  Communication Ventures intends to bring
these products and services to market.

     These software  products it is developing  will be utilized in the creation
of CD-ROM,  Multimedia  and  Internet  video  content and will be sold  directly
through  the  Internet,   mail-order,   VARs  (Value  Added  Reseller),   system
integrators, OEM and retail companies.

     The Company is developing  compression  technology and  proprietary  source
codes that will transform the multimedia and information  technology industries.
It will enable users to compress  audio/video  images at a rate not yet achieved
anywhere in commercial applications. Most Video technology averages about 10,000
to 20,000  bytes per frame,  running at 15 frames per second at quarter  screen.
Resulting  in  stuttering  video  too  small  to  view.  Communication  Ventures
technology will average about 800 to 2,000 bytes per frame, running at 30 frames
per second at full screen with full color depth of 16 million  colors.  Creating
an image that looks the same as the original source.

     The Company's  goal is to take this patent  pending  technology  quickly to
market  through a line of  Communication  Ventures'  future  consumer and client
server applications that will be marketed and sold. This codec will also be sold
OEM to  information  technology  leaders to develop the  Communication  Ventures
codec as a standard in the personal  computer  industry for uses on the Internet
and multimedia development,  consumer electronics, digital television broadcast,
and medical imaging.



                                       4
<PAGE>



     By maintaining an efficient and lean  structure,  partnering  strategically
with lead  industry  participants,  and  continuing  to develop  advanced  image
compression and distribution  technology,  Communication  Ventures'  compression
technology  will  become an  industry  standard  within the next four years with
revenues of $300 million expected by year 2000.

     This  business  plan  defines  the vision  for the growth of  Communication
Ventures  and its goals of  developing a target  market  segment of leading high
technology   firms  with  whom  it  will  partner  on  product  and  application
development,  marketing,  manufacturing and  distribution.  It also provides the
step-by-step  plan  for  starting  and  growing  our  sales,  gross  margin  and
profitability.

B.  Market
----------
     With the  tremendous  growth of the Internet (40 million users in 1997, 100
million by 2000) combined with its power as a communications and marketing tool,
($1.5 billion advertising dollars will be spent in 1997) Communication  Ventures
recognizes the Internet as an explosive  principal  market.  These multi million
dollar segments  include  Internet  developers,  Internet  webcaster,  corporate
intranets,  video  editors,  software and multimedia  developers.  Communication
Ventures recognizes the potentially  staggering growth in the personal computing
market now and to come. Intel has recently created and is marketing its MMX chip
specifically for multimedia  users. Its faster  processing  capabilities  mean a
larger and broader market of multimedia developers and users. These groups are a
prime target for Communication Ventures' technology.

     The applications for the Company's  future  compression  technology will be
introduced  to market  segments  such  medical  imaging  transmission  services,
video-on-demand,  DDS, video  teleconferencing  and other image related hardware
products.

C.  Mission
-----------
     Communication  Ventures'  mission is to develop state of the art technology
applications  for  data  transmission.  Communication  Ventures  will  push  the
envelope of technology by investing in a highly qualified and motivated research
and  development  team, and producing and bringing to market unique and creative
products. The results will be highly profitable products, cross market exposure,
fast market penetration and a world class development company.

D.  Marketing Objectives
------------------------
     *    Revolutionize visual and interactive communications.

     *    Broad  market  saturation  of  Communication   Ventures  products  and
          strategic OEM licenses.

     *    High profit  margin by the  introduction  of new products  into a high
          growth market.

     *    Establishment of Communication Ventures as the transport mechanism for
          the flow of content through a variety of networks.



                                       5
<PAGE>



     Communication   Ventures'   technology   will   revolutionize   visual  and
interactive communications by providing the tools and services that increase the
quality of products  provided to the end user.  Its  marketing  objective  is to
develop name  recognition for  Communication  Ventures'  future products through
broad  market  saturation  of  its  anticipated  consumer  products  and  future
strategic  OEM  licenses.  A key element of the  Company's  strategy  will be to
develop  revenue  and  profit  by  attaching  multiple  markets  with  its  code
application. A second aspect will be to seek market exposure in those sectors of
only the highest growth potential.

     The  objective  of  maintaining  high   profitability   will  come  from  a
combination  of efficient  operations  and pushing the edge of  technology.  The
unique appeal of this  technology  will be the ability to move content through a
network is the key in a rapidly  changing market place.  Communication  Ventures
will be the transport mechanism for the flow of content.



Item   2.      Properties

     The  Company's  executive and  administrative  offices are located at 22147
Pacific Coast Highway,  Suite 4, Malibu,  CA 90265. The Company pays no rent for
use of the office  and does not  believe  that it will  require  any  additional
office  space in the  foreseeable  future  in  order  to  carry  out its plan of
operations described herein.



Item   3.      Legal Proceedings

     Communication  Ventures  is not  currently  a party  to any  pending  legal
proceedings.



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

     No items were  submitted to a vote of the  security  holders by the Company
during the year ended December 31, 1999.


                                       6
<PAGE>


                                     PART II

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

     The  Company  registered  its  common  stock on a Form  10-SB  Registration
Statement on a voluntary  basis,  which became effective on March 3, 2000. There
is currently no market for Communication Ventures' securities.

     Communication  Ventures has never paid cash  dividends on its common stock.
Payment of future  dividends  will be within  the  discretion  of  Communication
Ventures'  Board of Directors and will depend on, among other factors,  retained
earnings,  capital  requirements  and the operating  and financial  condition of
Communication Ventures.


RECENT SALES OF UNREGISTERED SECURITIES

     In  September  1998,  Communication  Ventures  issued  to each  of  PageOne
Business  Productions  LLC ("PageOne") and Appletree  Investment  Company,  Ltd.
("Appletree") 9,200 shares of common stock in consideration of services rendered
to Communication Ventures valued at $18.00 in the aggregate.  The purchases were
made pursuant to a Rule 504 Private Placement Offering. There was no underwriter
or placement  agent involved in the offer or sale of these  securities and there
was no  public  solicitation  or  advertisement  by  Communication  Ventures  in
connection with the offer or sale of these securities.  The foregoing  issuances
of common stock were exempt from  registration  under of the  Securities  Act of
1933, as amended, pursuant to Section 4(2) thereof.

     In March 1999, Communication Ventures issued 900,000 shares of common stock
to Appletree and 100,000  shares of common stock to Page One. The purchase price
for these shares was $0.001 per share.  The  purchases  were made  pursuant to a
Rule 504 Private Placement Offering. There was no underwriter or placement agent
involved  in the  offer or sale of these  securities  and  there  was no  public
solicitation or advertisement  by Communication  Ventures in connection with the
offer or sale of these securities.  The foregoing issuances of common stock were
exempt  from  registration  under of the  Securities  Act of 1933,  as  amended,
pursuant to Section 4(2) thereof.


                                       7
<PAGE>


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

RESULTS OF OPERATIONS

     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this Registration  Statement.  For the period since inception  (September 15,
1998) through  December 31, 1999,  during the Company's  development  stage, the
Company has a zero cash balance and has generated a net loss of ($1,113).

FINANCIAL CONDITION AND LIQUIDITY

     The Company has limited  liquidity  and has an ongoing  need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,018,400 shares of Common
Stock for net proceeds of $1,018.00.

PLAN OF OPERATION

       The Company has registered a dot.com name and has determined it can begin
Conducting its business with limited financing that it has arranged.



Item   7.      Financial Statements

     The  financial  statements  and  supplemental  data required by this Item 7
follow  the  index of  financial  statements  appearing  at Item 13 of this Form
10-KSB.



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

     Not applicable.


                                       8
<PAGE>
                                    PART III


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

     The  following  table sets forth  certain  information  with respect to the
directors and executive officers of Communication Ventures.

Name                                   Age(1)       Position
----                                   ---          --------
George Todt........................    46           Director
James Walters......................    47           Vice President and Treasurer
Betsy Rowbottom....................    28           President and Secretary


(1)  The ages of Messrs.  Todt and  Walters and Ms.  Rowbottom  are listed as of
     December 31, 1999.


     Our director and executive  officers  devote such time and attention to the
affairs of Communication Ventures as they believe reasonable and necessary.  Set
forth below is a  description  of the  background  of our director and executive
officers.

     George  A.  Todt  has  been  the  sole  director  since  the  inception  of
Communication  Ventures and was President  until December 1999.  Since 1996, Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.

     James Walters has been the Treasurer of  Communication  Ventures  since its
inception  and Vice  President  since  July  1999.  For more than 20 years,  Mr.
Walters has been engaged as a certified public  accountant with the Los Angeles,
California-based firm of Kellogg & Andelson.

     Betsy Rowbottom became Secretary of Communication Ventures in June 1999 and
has been  President  since December 1999. She has been employed by PageOne since
1997 and has served as its Vice President  since March 1999.  From 1994 to 1997,
Ms.  Rowbottom  served  as  a  talent  agent  at  HSI  Productions,  a  Chicago,
Illinois-based video production company.

     The board of directors currently consists of one member, who serves in such
capacity  for a  one-year  term or until  his  successor  has been  elected  and
qualified,  subject to  earlier  resignation,  removal  or death.  The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum  number  required by applicable  law) from time to time by
resolution of the board of directors.  Our officers  serve at the  discretion of
the board of directors, subject to any effective contractual arrangements.


                                       9
<PAGE>

               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section  16(a) of the  Securities  Exchange Act of 1934  requires  that the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity  securities,  file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.


Item  10.      Executive Compensation

     Consistent  with our present  policy,  no director or executive  officer of
Communication  Ventures  receives  compensation  for  services  rendered  to the
company.  However,  these  persons are  entitled to be  reimbursed  for expenses
incurred by them in pursuit of our business objectives.



Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

     The following table sets forth as of December 31, 1999 certain  information
relating to the ownership of the common stock.


Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
--------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          1,018,400(3)               100.0%

PageOne Business Productions, LLC            109,200                   10.7%

George Todt                                  109,200(4)                10.7%

Besty Rowbottom                              109,200(4)                10.7%

James Walters                                109,200(4)                10.7%

All officers and directors as a group        109,200(4)                10.7%
(3 persons)


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

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Communication Ventures, Inc., 22147 Pacific Coast Highway, Suite 4,
     Malibu, California 90265.


                                       10
<PAGE>

(2)  Unless  otherwise  indicated,  Communication  Ventures  believes  that  all
     persons  named in the table  have sole  voting  and  investment  power with
     respect to all shares of common stock  beneficially owned by them. A person
     is deemed to be the beneficial owner of securities which may be acquired by
     such  person  within 60 days from the date of this  registration  statement
     upon the  exercise of options,  warrants or  convertible  securities.  Each
     beneficial  owner's  percentage  of ownership is determined by assuming all
     options,  warrants or convertible  securities  that are held by such person
     (but not held by any other person) and which are exercisable or convertible
     within  60 days of this  registration  statement  have  been  exercised  or
     converted.  Percent  of  Class  (third  column  above)  assumes  a base  of
     1,018,400 shares of common stock outstanding as of December 31, 1999.

(3)  Consists of 909,200 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  109,200  shares held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.

(4)  Consists solely of 109,200 shares of common stock held by PageOne  Business
     Productions,  LLC, a Delaware limited liability company, of which Mr. Todt,
     Mr.  Walters and Appletree are managing  members and Ms.  Rowbottom is Vice
     President.



Item  12.      Certain Relationships and Related Transactions

     In March 1999, Communication Ventures issued 100,000 shares of common stock
to Page One, of which George Todt and James Walters are managing members and Ms.
Rowbottom is Vice President.  The purchase price for these shares was $0.001 per
share.



                                       11
<PAGE>

Item  13.      Exhibits and Reports on Form 8-K

(a)(1)    The  following  financial  statements  are  contained  on  Pages  F-1
          through F-8:

          REPORT OF INDEPENDENT  AUDITORS,  WEINBERG & COMPANY,  P.A., CERTIFIED
          PUBLIC ACCOUNTANTS, DATED APRIL 11, 2000.

               BALANCE SHEET AS OF DECEMBER 31, 1999

               STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM  SEPTEMBER 15, 1998  (INCEPTION)  TO DECEMBER
               31, 1999

               STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD
               FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

               STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM  SEPTEMBER 15, 1998  (INCEPTION)  TO DECEMBER
               31, 1999

               NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999


(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1          Amended and  Restated  Articles of  Incorporation  of  Registrant
               (incorporated  herein by reference to the Company's  Registration
               Statement on Form 10-SB 12(g), File No. 000-28755)

3.2.1          ByLaws of  Registrant  (incorporated  herein by  reference to the
               Company's  Registration  Statement on Form 10-SB 12(g),  File No.
               000-28755)

27.1           Financial Data Schedule (filed herewith)


                                       12
<PAGE>


                            WEINBERG & COMPANY, P.A.
                          6100 Glades Road, Suite 314
                              Boca Raton, FL 33434
                                 (561) 487-5765


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
 Communication Ventures, Inc.
 (A Development Stage Company)

We have audited the accompanying balance sheet of Communication  Ventures,  Inc.
(a development stage company) as of December 31, 1999 and the related statements
of operations,  changes in stockholders'  deficiency and cash flows for the year
then ended and for the period from  September 15, 1998  (inception)  to December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the financial position of Communication  Ventures,  Inc. (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
September  15, 1998  (inception)  to  December  31,  1999,  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 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations  and has had  accumulated  losses of  $1,113  since  inception  and a
working capital  deficiency of $95. These factors raise  substantial doubt about
its ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



                                   WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2000


                                      F-1

<PAGE>


                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 1999





                                     ASSETS


TOTAL ASSETS                                                   $        -
------------                                                   ==============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


LIABILITIES
  Loan payable - related party                                 $         95
                                                               --------------

    TOTAL LIABILITIES                                                    95
                                                               --------------

STOCKHOLDERS' DEFICIENCY

  Preferred stock, $.001 par value, 8,000,000 shares
   authorized, none issued and outstanding                              -
  Common stock, $.001 par value, 100,000,000 shares
   authorized, 1,018,400 issued and outstanding                       1,018
  Accumulated deficit during development stage                       (1,113)
                                                               --------------

    TOTAL STOCKHOLDERS' DEFICIENCY                                      (95)
                                                               --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $        -
----------------------------------------------                 ==============









                 See accompanying notes to financial statements.

                                      F-2

<PAGE>


                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS



                                                                 September 15,
                                              Year Ended             1998
                                                December        (Inception) To
                                                31, 1999       December 31, 1999
                                             ------------      -----------------

INCOME                                       $         -       $           -
                                             -------------     -----------------

EXPENSES

  Accounting fees                                    500                 500
  Bank service charge                                 95                  95
  Consulting fees                                   -                     18
  Legal fees                                         500                 500
                                             -------------     -----------------

NET LOSS                                     $    (1,095)      $      (1,113)
--------                                     =============     =================


NET LOSS PER SHARE
 BASIC AND DILUTED                           $   (0.0015)      $     (0.0019)
                                             =============     =================

WEIGHTED AVERAGE NUMBER OF  SHARES
OUTSTANDING DURING THE  PERIOD
BASIC AND DILUTED                                 752,647             584,996
                                             =============     =================










                 See accompanying notes to financial statements.

                                      F-3

<PAGE>


                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                     FOR THE PERIOD FROM SEPTEMBER 15, 1998
                        (INCEPTION) TO DECEMBER 31, 1999




<TABLE>
<CAPTION>
                                                                         Accumulated
                                                                           Deficit
                                                    Common Stock           During
                                                ---------------------    Development
                                                 Shares      Amount         Stage         Total
                                                ---------   ---------     ---------     ---------

<S>                                             <C>         <C>         <C>             <C>
Common stock issued for services                   18,400   $      18   $      -        $      18

Net loss for the year ended December 31, 1998         -           -           (18)            (18)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1998                         18,400          18         (18)             -

Common stock issued for cash                    1,000,000       1,000          -            1,000

Net loss for the year ended December 31, 1999         -           -        (1,095)         (1,095)
                                                ---------   ---------   ---------       ---------

BALANCE, DECEMBER 31, 1999                      1,018,400   $   1,018   $  (1,113)      $     (95)
--------------------------                      =========   =========   =========       =========
</TABLE>









                 See accompanying notes to financial statements.

                                      F-4

<PAGE>


                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                   September 20,
                                                      For the          1998
                                                    Year Ended    (Inception) to
                                                   December 31,    December 31,
                                                       1999            1999
                                                 ---------------   -------------


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $      (1,095)     $    (1,113)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
  Stock issued for consulting services                    -                 18
                                                 ---------------   -------------

   Net cash used in operating activities                (1,095)         (1,095)
                                                 ---------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:                     -               -
                                                 ---------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Loan payable - related party                              95              95
  Proceeds from issuance of common stock                 1,000           1,000
                                                 ---------------   -------------

   Net cash provided by financing activities             1,095           1,095
                                                 ---------------   -------------

INCREASE IN CASH AND CASH EQUIVALENTS
                                                          -               -

CASH AND CASH EQUIVALENTS -
 BEGINNING OF PERIOD                                      -               -
                                                 ---------------   -------------

CASH AND CASH EQUIVALENTS - END OF PERIOD        $        -        $      -
-----------------------------------------        ===============   =============






                 See accompanying notes to financial statements.

                                      F-5

<PAGE>

                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------   ------------------------------------------

          (A)  Organization and Business Operations
          -----------------------------------------
          Communication  Ventures,  Inc. (a  development  stage  company)  ("the
          Company") was incorporated in Delaware on September 15, 1998 to engage
          in an internet-based  business.  At December 31, 1999, the Company had
          not yet commenced any revenue-generating  operations, and all activity
          to date relates to the Company's formation,  proposed fund raising and
          business plan development.

          The  Company's  ability to commence  revenue-generating  operations is
          contingent  upon its ability to implement  its business plan and raise
          the capital it will require through the issuance of equity securities,
          debt securities, bank borrowings or a combination thereof.

          (B)  Use of Estimates
          ---------------------
          The  preparation  of  the  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

          (C)  Cash and Cash Equivalents
          ------------------------------
          For purposes of the statement of cash flows, the Company considers all
          highly liquid investments purchased with an original maturity of three
          months or less to be cash equivalents.

          (D)  Income Taxes
          -----------------
          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board Statement of Financial  Accounting  Standards No. 109,
          "Accounting for Income Taxes"  ("Statement 109"). Under Statement 109,
          deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective tax basis.  Deferred tax assets and  liabilities are
          measured  using enacted tax rates  expected to apply to taxable income
          in the years in which those  temporary  differences are expected to be
          recovered or settled.  Under Statement 109, the effect on deferred tax
          assets  and  liabilities  of a change  in tax rates is  recognized  in
          income in the period that includes the enactment  date.  There were no
          current or deferred income tax expenses or benefits due to the Company
          not having any  material  operations  for the year ended  December 31,
          1999.

                                      F-6

<PAGE>

                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
-------   ------------------------------------------

          (E)  Loss Per Share
          -------------------
          Net loss per common share for the year ended December 31, 1999 and for
          the period from September 15, 1998 (inception) to December 31, 1999 is
          computed based upon the weighted average common shares  outstanding as
          defined  by  Financial  Accounting  Standards  No. 128  "Earnings  Per
          Share". There were no common stock equivalents outstanding at December
          31, 1999.

NOTE 2 -  LOAN PAYABLE - RELATED PARTY
------    ----------------------------
          The  loan  payable  -  related  party is a  non-interest-bearing  loan
          payable  to  PageOne  Business  Productions,  LLC  arising  from funds
          advanced to the Company. The amount is due and payable upon demand.

NOTE  3 - STOCKHOLDERS' DEFICIENCY
-------   ------------------------
          The Company  was  originally  authorized  to issue  100,000  shares of
          preferred   stock  at  $.01  par   value,   with  such   designations,
          preferences, limitations and relative rights as may be determined from
          time to time by the Board of Directors.  In addition,  the Company was
          originally  authorized to issue  10,000,000  shares of common stock at
          $.01 par value.  The Company  issued  909,200  and  109,200  shares to
          Appletree  Investments Company, Ltd. and PageOne Business Productions,
          LC, respectively.

          Management  filed a restated  certificate  of  incorporation  with the
          State of Delaware  which  increased  the number of  authorized  common
          shares to  100,000,000,  increased the number of authorized  preferred
          shares to  8,000,000  and  decreased  the par value of the  common and
          preferred  shares to $.001 per  share.  The  financial  statements  at
          December 31, 1999 give effect to common and  preferred  stock  amounts
          and  par   values   enumerated   in  the   restated   certificate   of
          incorporation.


                                      F-7

<PAGE>


                          COMMUNICATION VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE 4 -  GOING CONCERN
------    -------------
          As reflected in the accompanying financial statements, the Company has
          had accumulated  losses of $1,113 since  inception,  a working capital
          deficiency of $95 and has not generated any revenues  since it has not
          yet  implemented  its  business  plan.  The  ability of the Company to
          continue as a going concern is dependent on the  Company's  ability to
          raise  additional   capital  and  implement  its  business  plan.  The
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a growing concern.

          The Company  intends to  implement  its  business  plan and is seeking
          funding through the private placement of its equity or debt securities
          or may seek a combination  with another company already engaged in its
          proposed  business.  Management  believes that actions presently being
          taken provide the  opportunity  for the Company to continue as a going
          concern.












                                      F-8


<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.

                                      COMMUNICATION VENTURES, INC.


                                      /s/ Mary Elizabeth Rowbottom
                                 By: -----------------------------
                                      Mary Elizabeth Rowbottom
                                      President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

     Signature                          Title               Date

/s/  George A. Todt              Director             April 25, 2000

 /s/ Mary Elizabeth Rowbottom    President,           April 25, 2000
                                 Secretary

/s/ James Walters                Treasurer            April 25, 2000





                                       13