SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
      |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                       or
        | | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 000-28845
                                INETVISIONZ, INC.
           (Name of small business issuer as specified in its charter)

                DELAWARE                                   33-0285179
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification Number)

6033 WEST CENTURY BLVD., SUITE 500, LOS ANGELES, CA                     90045
(Address of principal executive offices)                              (Zip code)

                                 (310) 338-9822
                                 --------------
                (Issuer's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     Common Stock, par value $.001 per share


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

Check if 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
the Form 10-KSB. [X]

Registrant's  revenues  for its  fiscal  year  ended  December  31,  2000,  were
$4,293,128.  As of December 31, 2000,  Registrant had  11,840,959  shares of its
$.001 par value  Common Stock issued and  outstanding  with an aggregate  market
value of the common stock held by non-affiliates  of $876,578.  This calculation
is based upon the closing sales price of $.15 per share on April 3, 2001.

Transitional Small Business Disclosure Format (check one). Yes [ ]  No [X]

The following  documents  are  incorporated  herein by  reference:  Registration
Statement on Form 10-SB, filed with the SEC on December 22, 2000.

<PAGE>

                                TABLE OF CONTENTS
                                -----------------


PART I                                                                      PAGE
------                                                                      ----

Item 1         Description of Business                                         1

Item 2         Description of Property                                         7

Item 3         Legal Proceedings                                               8

Item 4         Submission of Matters to a Vote of Security Holders             8

PART II
-------

Item 5         Market for Common Equity and Related Stockholder
                    Matters                                                    9

Item 6         Management's Discussion and Analysis                           11

Item 7         Financial Statements                                           14

Item 8         Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                       14

PART III
--------

Item 9         Directors, Executive Officers, Promoters and Control Persons;
                    Compliance with Section 16(a) of the Exchange Act         15

Item 10        Executive Compensation                                         16

Item 11        Security Ownership of Certain Beneficial Owners and
                    Management                                                17

Item 12        Certain Relationships and Related Transactions                 18

PART IV
-------

Item 13        Exhibits and Reports on Form 8-K                               20

<PAGE>

                                     PART I
                                     ------

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------

A.   BUSINESS DEVELOPMENT

     1.   FORM AND YEAR OF ORGANIZATION

     iNetVisionz,  Inc.  (unless  otherwise  indicated,  all  references  to the
"Company" and iNet include iNetVisionz,  Inc., a Delaware  corporation,  and its
wholly owned subsidiary  iNetVersity,  Inc., a California corporation) was first
incorporated  as Martinique  Ventures  Corporation,  a Delaware  corporation  on
February 18, 1988.  On August 13, 1997, it filed an amendment to its articles of
incorporation changing its name to Zebulon Enterprises,  Inc. On April 21, 1998,
a  subsequent  amendment  to its articles of  incorporation  was filed  changing
Zebulon  Enterprises,  Inc. to Tao Partners Inc. On April 30, 1999, Tao Partners
Inc.  filed an amendment to its articles of  incorporation  changing its name to
Inetvisionz.com, Inc. Finally, on December 11, 2000, iNetVisionz.com, Inc, filed
an  amendment  to  its  articles  of   incorporation   changing  its  name  from
iNetVisionz.com,  Inc. to  iNetVisionz,  Inc.  (the  "Company" or "iNet").  iNet
presently trades on the over-the-counter market as "INVZ".

     2.   ANY BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING

     Not Applicable.

     3.   ANY MATERIAL RECLASSIFICATION,  MERGER, CONSOLIDATION,  OR PURCHASE OR
          SALE OF A SIGNIFICANT  AMOUNT OF ASSETS NOT IN THE ORDINARY  COURSE OF
          BUSINESS

     Not applicable.

B.   BUSINESS OF ISSUER

     1.   PRINCIPAL PRODUCTS AND THEIR MARKETS

     iNet's  business  during  most  of  1999  consisted  of  the  provision  of
classroom-based  education.  These  classes  primarily  taught  either  computer
software programming or training of a customer's employees in the utilization of
the  customer's  computer  system  ("Education  Services")  and the provision of
consulting  services in connection  with the operation of a customer's  computer
system and the permanent and temporary placement of iNet's students as employees
of its customers ("Consulting and Placement Services").

     In October 1999,  the Company began the  implementation  of a business plan
pursuant to which the Company would operate  through three  separate  divisions:
(a) iNetVersity;  (b) iNetProz; and (c) iNetcommerce (only iNetVersity is formed
as a separate  corporation;  iNetProz  and  iNetcommerce  operate as part of the
Company,  but  constitute  unincorporated  divisions  within  the  Company).  It
continued with this plan throughout  calendar 2000. While the Company  currently
intends to implement  the business  plan set forth below,  there is no assurance
that the Company will be successful in implementing this plan. Further,  Company
management may materially revise this plan based upon the business  environment,
market conditions and capital requirements.

     iNetVersity currently intends to continue to provide Education Services and
has developed a series of Internet-based education programs allowing students to
move at their own pace by accessing information over the Internet which is based
upon iNet's classroom programs. While some of these Internet based programs have
been deployed,  as of December 1, 1999,  the Company has not generated  material
revenues through the utilization of these Internet programs. The offline courses
offered by iNet have been offered in connection  with: (a)  retraining  laid-off
employees  generally from the aerospace industry and Fortune 500 companies;  (b)
providing on-the-job training for iNetProz and iNetcommerce employees (discussed
below) and (c) participating  internship programs for disadvantaged  individuals
(for example,  the Company was recently awarded a $488,000 grant by the state of
California's Employment Training Program to provide scholarships for

                                       1
<PAGE>

disadvantaged  individuals  to take the  Company's  courses).  The Company  also
utilizes  independent   contractors  to  teach  courses  outside  the  scope  of
iNetVersity's  expertise.  The  Company  estimates  that  20% of  its  aggregate
services  are  provided  by  independent  contractors.   Virtually  all  of  its
independent  contractors are teachers operating through the iNetVersity division
providing  specialized  education  services in  classroom  setting.  Independent
contractors  are  selected  by  a  number  of  methods,   including   referrals,
demonstrable  ability and  unsolicited  inquiries.  The  identity  and number of
independent  contractors  utilized by the Company  fluctuates  according  to the
demands of the market place and the availability of instructors.

     The Company primarily  utilizes  independent  contractors as instructors in
certain  advanced  level  technical   education  and  training  programs.   Each
independent   contractor  is  required  to  execute  an  Independent  Contractor
Agreement  which contains,  in summary,  the following  material terms:  (a) the
contractor's  activities  are not exclusive as to the Company;  (b) either party
may terminate the agreement with 5 days' notice; (c) the contractor is acting as
an  independent  contractor;  and (d) the  contractor  agrees  to  maintain  the
confidentiality  of any of the Company's trade secrets and to not circumvent the
Company by directly contacting the Company's contracts, customers and investors.
While the Company believes its independent  contractors are properly  classified
according to IRS  guidelines,  the Company would be liable for back  withholding
taxes,  social  security  and  worker's  compensation  should  the  IRS  make  a
determination  that its independent  contractors  should have been classified as
employees at the time the independent contractors were paid by the Company.

     iNetProz expanded the Consulting and Placement  Services initially provided
by the Company  during the third quarter of 1999.  These  services are primarily
comprised of the following:  (a)  consulting  services,  typically  billed on an
hourly basis, for technical  aspects  associated with internal  computer network
(sometimes  referred to as an intranet) and internet  operations;  (b) temporary
placement of technical  personnel,  in exchange for a percentage of their hourly
wage;  and (c)  permanent  placement of technical  personnel  with the Company's
customers.  iNetProz  is a trade name of the  Company,  but it is not a separate
corporation.

     The Company's Education Consulting and Placement Services customers include
Xerox Corporation,  Boeing North America,  Inc., Honda R&D North America,  Inc.,
Transamerica,  Ernst & Young, Mobil Oil, Lexus Motor  Corporation,  Toyota Motor
Sales and UCLA Medical Center.  The revenues  generated by these customers arise
out of the South Bay Private Industry Council.

     iNetcommerce is what is increasingly characterized in the Internet industry
as an "internet  incubator".  This division will  implement  primarily  Internet
based  business  plans  developed  either  internally by the Company  ("Internal
Business Plans") or by third parties  ("External  Business Plans").  In October,
1999 the Company entered into three separate agreements with  RxAlternative.com.
In summary,  these  agreements  provided for the  development  of a test website
(Beta Website Development Agreement) and if this test website proved successful,
then the  Company  would  develop two  additional  websites  (Permanent  Website
Development  Agreement) and a website maintenance agreement (Website Maintenance
Agreement).  The  initial  website  was  successfully  deployed  and the Company
received  $27,000  in cash and a  nominal  number  of  shares  in  RxAlternative
pursuant  to the Beta  Website  Development  Agreement.  The  Permanent  Website
Development  Agreement  provided  that the  Company  develop  two  websites  for
RxAlternative  in exchange for a 4.17%  non-dilutive  interest in  RxAlternative
(this  percentage  shall  be not  be  diluted  unless  and  until  RxAlternative
completes a public offering).  In the event of a material breach,  the agreement
is terminable by the  non-breaching  party if the breaching party is not able to
cure the  breach  in ten days.  Neither  party may  unilaterally  terminate  the
contract absent a material breach. If the agreement is terminated for any reason
before iNetVisionz has completed the work, iNetVisionz is entitled to retain the
number of shares  necessary to  compensate it at the rate of $125 per "man hour"
at a share price of $1.25 per share.  The Company  completed the websites during
2000 and recognized $862,500 in non-cash revenues  representing the value of the
750,000 shares it received.

     The Website  Maintenance  Agreement provides that the Company shall be paid
$10,000 per month for its initial 40 hours of monthly  maintenance  services and
$150 per hour for all services provided over this initial 40 hours. In the event
of a material  breach,  the Website  Maintenance  Agreement is terminable by the
non-breaching party if the breaching party is not able to cure the breach in ten
days.  Absent a breach,  this agreement is terminable by either party with sixty
days notice.

                                       2
<PAGE>

     The  Company  entered  into  a  "Compact  Disk  Affiliate  Agreement"  with
Preference  Technologies,  Inc.  as of August 1,  2000.  Under the terms of this
agreement,  the Company became a sponsor and distributor of Preference's  Global
Information  Gateway ("GIG").  The term of the license is one year. The GIG is a
marketing  device that the Company  uses to  communicate  with its  existing and
potential students and customers. The GIG provides its users with a personalized
"gateway"  to the  Internet,  where the  Company  may  advertise  and  otherwise
communicate  with those parties on the GIG at any given time. The Company's user
license  expires   concurrently  with  the  license.  In  the  event  Preference
Technologies  would  choose to  terminate  or  otherwise  refuse to  continue to
provide the GIG after the August,  2001 termination date, the Company management
believes  that its  operations  would not be materially  effected.  Prior to the
formation of the GIG licensing  arrangement,  the Company  utilized  traditional
marketing methods to secure its customers and students.  It continues to utilize
these methods (in addition to the GIG) in its current operations.

     The  Company  entered  into an  agreement  with  Netbizex  to create  three
websites.  At December 31, 2000,  eighty percent of the work was completed under
the terms of the agreement,  and the Company recognized  revenues of $200,000 in
connection  therewith.  Larry Horwitz,  former member of the Company's  board of
directors and corporate secretary, is a stockholder of Netbizex but does not own
a controlling interest in Netbizex.

     2.   DISTRIBUTION

     The services and products of the Company are  distributed  by its employees
and independent contractors, either at the customer's site or via the Internet.

     3.   STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT

     Any and all new services are discussed in section 1 "Principal Products and
their Markets" above.

     4.   COMPETITION

     The Company believes that the business plan which it commenced implementing
in October, 1999 places it in the following markets:

     (1)  TECHNICAL EDUCATION. According to Forrester Research, a leading market
research firm, the market for corporate on-line recruiting is growing.  Over the
next four years, the market is expected to grow almost 60% annually moving up to
an  estimated  $1.7  billion in 2003 from $245  million in 1999.  The  Company's
competitors include 7th Street.Com which provides  interactive on-line technical
training and Pinnacle  Multimedia  which  provides  training and  education  for
companies'  management and technical teams. The Company will provide instruction
in  developing  software  and  installing  hardware  and  on  the  job  training
primarily,   although  not  always,   associated   with  Internet   applications
("Technical  Applications")  through  its  iNetVersity  subsidiary.   While  the
Company's  historical focus has been upon the traditional  classroom setting, it
is now  deploying a series of  Internet-based  classes  (which the Company calls
"courseware")  allowing students to work at their own pace, but still assimilate
the same information as if attending traditional  classroom settings.  There are
thousands of companies,  junior colleges and universities  throughout the United
States which provide Technical Application education to their students.

     The Company is a certified  solutions  provider for  Microsoft,  Novell and
Lotus. Virtually,  all competitors of the Company in Education Services have one
or all of these certifications.  These certifications  identify that the Company
offers all classes necessary to be a Microsoft/Novell/Lotus  solutions provider.
The number and  complexity of the classes  required for such  certifications  is
determined by the certifying company.  The significance of such certification is
primarily  two-fold:   (a)  it  provides  potential  employers  with  a  readily
recognized level of education which prospective employees have obtained

                                       3
<PAGE>

and (b) it provides  individuals with such certifications the background to take
more advanced  classes in the various  applications  in which they are certified
(many of which are offered by the Company).

     (2)  TECHNICAL  PLACEMENT.  During the second  quarter of 2000, the Company
formed Corporate Search Network as a wholly owned  subsidiary.  Corporate Search
Network  identifies  permanent  and  temporary   employment   opportunities  for
iNetVersity students as well as other individuals trained primarily in technical
areas.  In the  event  that  Corporate  Search  Network  successfully  places  a
candidate,  then the fees are deemed payable 30 days thereafter. If the employer
is dissatisfied  with the performance of the candidate during his/her initial 30
days of employment,  then  Corporate  Search Network is obligated to replace the
candidate,  if and only if the  employer  has paid  his/her  fees.  The  Company
believes  that there are  thousands of companies  throughout  the United  States
providing temporary and permanent  employment  placement for individuals skilled
in Internet Applications.

     (3)  TECHNICAL  CONSULTING.  The Company will consult with primarily  large
corporations in connection with a number of their Technical Applications through
its iNetProz  division.  A December 20, 1999 Los Angeles Times  article  reports
that IDC (an internet data tracking  firm) projects that the market for Internet
consulting  and  developing  online  businesses  is  expected  to grow from $4.6
billion in 1998 to $43.7 billion in 2002. The Technical Applications provided by
the Company  have  included a broad  range,  from a simple "help desk" to answer
basic questions to the design and development of a company-wide "intranet".  The
Company  believes that it has thousands of  competitors  in this  industry.  The
largest  competitors in this field include:  Chicago based  Whitman-Hart,  Inc.,
which recently  announced that it is acquiring  USWEB/CKS Corp. in a six billion
dollar transaction to create the largest Internet  professional services firm in
the world and IXL  Enterprises,  headquartered  in Atlanta,  which has over 2000
employees providing internet consulting and support services.

     (4)  INTERNET  COMMERCE.  The Company's  iNetcommerce  division  implements
Internal  Business  Plans  (developed  primarily  by the  Company)  and External
Business  Plans  (developed  primarily  by  third  parties).  As  the  scope  of
iNetcommerce's  mission is very broad, it is difficult to define its competitors
other than to state that its competition is immense.  Virtually every company on
the   Internet  is  a  potential   customer   of  the   iNetcommerce   division.
RxAlternative,  the  initial  External  Business  Plan  project  implemented  by
iNetcommerce  (discussed  above) is deploying into the healthcare  sector of the
Internet which has major competitors such as Healtheon, Inc. and Dr.Koop.com.

     Prior  to  October,  1999  virtually  all of the  Company's  revenues  were
generated  through the providing of Education  Services  through its iNetVersity
subsidiary.  The Company has designed a series of career  tracks  defined by the
classes  an  individual  should  take in order to  achieve a  particular  career
objective.  The  Company's  Education  Services  focus  primarily  upon advanced
Technical  Applications and most entrance level classes  providing for the first
tier  of  Microsoft,   Lotus  and  Novel  certification  are  offered  by  other
competitor's  programs.  The Company is currently developing a series of classes
providing  for Internet  development  utilizing  the Linux  platform.  While the
Company believes that it has a number of better-financed  and larger competitors
in the field of Education Services,  the Company has not identified a competitor
which  primarily  focuses upon  advanced  level  classes  with the  objective of
achieving a specifically defined career objective.

     As  noted   previously,   the  Company  only  commenced  its  iNetProz  and
iNetcommerce  divisions in October,  1999 thus virtually all of its  competitors
are better  financed and more advanced in the  implementation  of their business
plan.  As noted above,  industries  associated  with the  providing of Technical
Placement and Consulting  contain  literally  thousands of competitors,  ranging
from  small,   one-man   operations  to   multi-billion   dollar   conglomerates
specializing  in  support  for  their  proprietary  products.  The  iNetcommerce
division's potential  competitors are contingent upon the eventual business plan
it elects to commence.  Clearly,  its initial  project,  RxAlternative  has many
potential offline and online competitors.

                                       4
<PAGE>

     The Company believes that the principal methods of competition in all three
of iNet's divisions involve: (a) the ability to provide advanced technology; (b)
identifying   at  an  early  stage   technological   trends  and  (c)   customer
satisfaction.

     The Company's  ability to compete in applying  these methods may be divided
into negative and positive factors:

     (1)  NEGATIVE  COMPETITIVE FACTORS. The Company believes that virtually all
of its  major  competitors  are  better  financed  and have a  longer  operating
history.  Further,  many of these competitors have readily recognizable industry
trade names thereby causing it to be more difficult for the Company to penetrate
the marketplace.  Finally, the primary negative competitive factor is that there
is tremendous  international  economic activity in connection with virtually all
facets of the Internet and as a result,  not only will the Company be faced with
better-financed  competitors,  but also the  Company  believes  that just in the
United States the number of competitors will be in the thousands.

     (2)  POSITIVE  COMPETITIVE  FACTORS.  Since its inception during the fourth
quarter of 1998, the Company has focused upon providing advanced level Education
Services  for  Technical  Applications  (addressing  factor (a) under  principal
methods of  competition  above).  This has provided a "pool" of  technologically
advanced   individuals  to  eventually   staff  the  iNetProz  and  iNetcommerce
divisions. Thus, rather than be forced to hire people with which the Company has
no history,  it has increasingly  looked to  iNetVersity's  students to fill its
other  divisions.  Further,  iNetProz and iNetcommerce  provide:  (a) on-the-job
training for iNetVersity  students  (something most technical  education schools
cannot  provide);  and, (b) information to iNetVersity  regarding  technological
trends,  thus allowing  iNetVersity to accordingly  adjust its course offerings.
These last two items address the second  factor set forth above under  principal
methods of  competition:  early  identification  of  technological  trends.  The
Company  believes  that if it is to be  successful  and  provide a high level of
customer  satisfaction  (the third  principal  method of  competition  set forth
above) then there must be a continuous  flow of information  between its various
divisions. For example, iNetcommerce and iNetProz must identify employment needs
in the marketplace and iNetVersity  must then educate and train to address these
needs.

     5.   SOURCES AND AVAILABILITY OF RAW MATERIAL AND PRINCIPAL SUPPLIERS

     While this section is not applicable to the Company,  the Company will have
a  continuous  need during the  foreseeable  future for computer  equipment  and
hardware and software which facilitate Internet access.

     6.   DEPENDENCE ON MAJOR CUSTOMERS

     During the year ended  December 31, 2000,  revenues  from the three largest
customers (Workforce Investment Act ("WIA"),  Employment Training Panel ("ETP"),
and RxAlternative) accounted for approximately 48% of the total revenues, 45% of
education and job placement revenues, and 53% of technology revenues.

     On  October  25,  1999,  the  Company  entered  into  two  agreements  with
RxAlternative:  (1) a web site  maintenance  agreement,  and (2) an agreement to
develop two new web sites.

     The web site maintenance  agreement provides that iNetVisionz will maintain
RxAlternative.com's  web  site at  http://www.rxalternative.com  for  $10,000  a
month. In addition to the $10,000 per month, iNetVisionz is entitled to $150 per
hour for all work performed in excess of 40 hours each month.  In the event of a
material breach,  the agreement is terminable by the non-breaching  party if the
breaching  party is not able to cure the  breach in ten  days.  Absent a breach,
this agreement is terminable by either party with sixty days notice.

     The  agreement  to develop two new web sites  provides for  iNetVisionz  to
construct two new web sites for RxAlternative.  In return for developing the web
sites,   iNetVisionz  will  receive  750,000  shares  of  RxAlternative   stock,
representing a 4.17% ownership  interest in RxAlternative  that is non-dilutable
for the  sooner to occur of five years or until an initial  public  offering  by
RxAlternative   of  at  least  10  million  shares  or  resulting  in  a  market
capitalization  of at least 100  million  dollars.  The Company  completed  this
contract in fiscal 2000 and recognized $862,500 in non-cash revenue based on the
value of the shares it received.

                                       5
<PAGE>

     7.   INTELLECTUAL PROPERTY

     Currently,  the  Company  does not hold  patents on any of its  products or
processes under development. The Company does, however, treat its technical data
as confidential and relies on internal nondisclosure  safeguards,  as well as on
laws protecting trade secrets, to protect its proprietary information. There can
be no assurance that these measures will adequately protect the  confidentiality
of the Company's  proprietary  information or that others will not independently
develop  products or technology  that are equivalent or superior to those of the
Company.  The Company may  receive,  in the  future,  communications  from third
parties asserting that the Company's products infringe the proprietary rights of
third  parties.  There can be no assurance that any such claims would not result
in protracted and costly litigation.

     The  Company  has filed the  following  trademarks  with the United  States
Patent and Trademark  Office on the following  dates:  "Business  Visioneer" was
filed by the company on November 1, 1999;  "Synergistic  Minds @ Work" was filed
on September 9, 1999;  "Out of the Box Solutions" was filed on January 20, 2000;
"Breaking the Barriers,  Creating Opportunities,  Filling the Need" was filed on
September 9, 1999 and, "The Job You Want, The Education You Need, The Career You
Earn" was filed on September 9, 1999.

     The  Company  currently  utilizes  many of these  slogans in its  marketing
materials  summarizing  the  education  and  training  programs  offered  by the
Company. Company management believes that these slogans focus upon the Company's
business plan of not just functioning as a technical  education  center,  but in
fact  providing on the job  training  for its  students  and eventual  permanent
placement.

     8.   GOVERNMENT APPROVAL

     The  Company  participates  in both state and federal  government  programs
providing  financing for technical training and education  primarily through its
iNetVersity  subsidiary.  Most of these programs  require that students  qualify
under  Title  III  of the  federally  promulgated  Job  Training  Placement  Act
("JTPA").  These requirements provide that a student must be eligible for or has
exhausted his/her unemployment benefits through the state of California.

     Prior  to June 30,  2000,  the  Company  had nine  contracts  with  various
organizations  throughout  Southern  California,   which  are  financed  by  the
federally  financed  JTPA.  Starting July 1, 2000,  the JTPA was replaced by the
WIA.  Centers who  administer the WIA funds are required to only work with those
training  providers that have been approved by the California  Eligible Training
Provider List ("ETPL").  Upon the  termination of the JTPA and initiation of the
WIA, the Company has entered into agreements with the following  ETPLs: the City
of Hawthorne,  administrator of the Regional Training Vendor Directory,  and the
City of Torrance,  representing  the  Carson/Lomita/Torrance  consortium.  These
Local  Referring   Agencies   provide  the  Company  with  recently   unemployed
individuals  interested  in  securing  technical  Education  Services.  Upon the
Company  accepting  a student,  his/her  tuition is  provided  by WIA.  Like its
predecessor,  the JTPA,  each WIA agreement is for one year expiring on June 30,
2001. In the event the Company's  contracts  with these various Local  Referring
Agencies  were not  renewed,  the Company  would  attempt to secure  alternative
sources  of  financing  for its  students.  This would  result in a  substantial
material  delay in the  Company  obtaining  tuition  revenues.  In the event the
Company was unable to secure a source of funding as an  alternative to JTPA/WIA,
the Company's financial prospects would be materially and adversely affected.

     The Company has also entered into an Agreement with the state of California
financed  Employment Training Panel ("ETP") to provide financing for iNetVersity
students.  This contract is in an amount up to $488,000 and is terminable in the
event the Company fails to meet ETP's  performance  criteria or  misapplies  the
applicable  funding.  The ETP agreement has an annual term,  which is renewed on
the same terms and conditions each year. In order to qualify for funding:  (a) a
student must be unemployed or prove that he will lose his  employment  unless he
receives new technical  skills  provided by the Company and (b) the Company must
place the student and the student must remain  employed for 91 consecutive  days
following  such   placement.   Under  the  ETP  contract  the  Company  is  paid
approximately  $8,500  per  student,  with  20%  payable  upon  commencement  of
Education Services by the Company and 80% payable upon the student completing 90
days of employment.  In the event the Company is unable to secure ETP financing,
it will  continue  to  consider  other  state and  federal  government  programs
providing  financing for  technical  training and  education.  If the Company is
unable to secure  additional ETP funding or is unable to successfully  apply for
other  government  funded  contracts,  the Company's  future  operations  may be
materially and adversely affected.

                                       6
<PAGE>

     9.   EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT REGULATIONS

     Not applicable, see discussion in Section 8, "Government Approval," above.

     10.  RESEARCH AND DEVELOPMENT COSTS.

     Since  October 1, 1999 the Company has  attempted to  continuously  monitor
developments  on the  Internet  (through  information  provided  it by  iNetProz
(defined below) corporate  clients and through its iNetcommerce  (defined below)
internet site  development) and then adjusts the course offerings of iNetVersity
according to the provided information. While these divisions are currently at an
extremely  early  juncture,  since  their  inception  on  October  1, 1999 these
divisions have provided  information to iNetVersity  which iNetVersity has begun
to  incorporate  into its course  offerings.  The Company  estimates that at any
given time the equivalent of two employees  (representing  approximately  300 to
400 hours per month) are devoted to its  research  and  development  activities.
These  activities  focus upon  technical  developments  in Internet and computer
technologies.  These  development  activities are typically not paid directly by
our  customers;  however,  the  Company  believes  that the  quality of its work
product and services and as a result the amount of revenues it may generate from
these products and services will result in future revenue  opportunities through
these development efforts.

     11.  COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS

     iNetVisionz'   business  does  not  involve  the  use  of  materials  in  a
manufacturing process where such materials are likely to result in the violation
of any existing  environmental  rules and/or regulations.  Further,  the Company
does not own any real  property  which would lead to  liability  as a landowner.
Therefore,  the  Company  does not  anticipate  any  costs  associated  with the
compliance of environmental laws and regulations.

     12.  EMPLOYEES

     As of December 31, 2001,  the Company had 41 employees  divided as follows:
10  in  general   administration,   15  providing   Education  Services  through
iNetVersity,  5 providing Consulting and Placement Services through iNetProz and
11 developing Internal and External Business Plans through iNetcommerce.  All of
the Company's employees work on a full-time basis.

     On or about  October 1, 1999 the Company  elected to divide its  operations
into  three  separate  divisions:   (a)  iNetVersity;   (b)  iNetproz;  and  (c)
iNetcommerce.  Only iNetVersity is operated as a separate corporation, the other
two divisions operate within the Company.  The Company intends to provide all of
the  divisions'  services to  minority  communities  through its  Out-of-the-Box
solutions trade name. At this time, no revenues have been generated  through the
Out-of-the-Box  trade  name  or  business  plan .  The  Company  intends  to add
employees and independent contractors to its divisions as necessary.

ITEM 2 - DESCRIPTION OF PROPERTY
--------------------------------

     The Company currently operates out of one facility. Commencing September 1,
2000 the Company entered into an agreement to lease approximately  16,339 square
feet at 6033 West Century Blvd., Suite 500, Los Angeles, CA 90045. This facility
serves as the Company's  headquarters.  Under the terms of the lease, the annual
rent is  approximately  $274,000 with fixed increases in later years.  The lease
expires September 2007.

                                       7
<PAGE>

ITEM 3 - LEGAL PROCEEDINGS
--------------------------

     The Company is not a plaintiff or a defendant in any legal proceedings.

     However, on or about March 22, 2000, the Company reached a verbal agreement
with Revenue  Officer John Graham of the Internal  Revenue  Service's Long Beach
office.  This  agreement  related  to unpaid  withholding  taxes for the  fourth
quarter  of 1998 and the four  quarters  of 1999.  At or about  the time of this
agreement, the Company paid $200,000, leaving a balance of $253,366 (this amount
did not include 1999 fourth quarter  interest and penalties,  as the IRS had not
yet posted  these  amounts;  however an estimate was accrued at  12/31/99).  The
Company has agreed to pay $15,000 per month until the  outstanding  past balance
is paid in full.  The  remaining  delinquent  liability at December 31, 2000 was
approximately $286,000.

     In addition,  the Company is also delinquent on its 2000 payroll taxes. The
total payroll taxes for the current year that are delinquent  are  approximately
$412,000.  The Company is in the process of  determining  a payment  plan to pay
this amount.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     On November 1, 2000, the Company filed a definitive  information statement.
This information  statement acted to inform the shareholders of iNetVisionz that
the board of directors of the Company  approved and  recommended  the  following
amendments to the Company's articles of incorporation:

     o    Change  of the  name of the  Company  from  Inetvisionz.com,  Inc.  to
          iNetVisionz, Inc.
     o    Increase  the  number  of   authorized   shares  of  common  stock  to
          100,000,000
     o    To  authorize a class of  preferred  stock  consisting  of  10,000,000
          authorized shares
     o    To designate  2,000,000 of the  preferred  stock as Series A Preferred
          Stock

     The amendment of the articles of  incorporation of the Company was approved
on August  29,2000 by a written  consent of holders of 50.4% of the  outstanding
shares of common stock.

                                       8
<PAGE>

                                     PART II
                                     -------

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

     (A)  MARKET INFORMATION

     The  Company's  Common  Stock is currently  quoted on the  Over-The-Counter
Market under the Symbol  "INVZ".  Set forth below is the trading  history of the
Company's  Common Stock  consisting of the closing price of the Company's common
stock as of the last day of the month of the quarter  indicated,  without retail
mark-up, mark-down or commissions and the inter-dealer quotations over the month
indicated, all as displayed by Financial Web at www.financialweb.com:


--------------------------------------------------------------------------------
         1999                          CLOSING PRICE     HIGH ASK        LOW BID
         ----                          -------------     --------        -------

January 1 - March 31                       $ 2.03         $ 2.25         $ 1.37
April 1 - June 30                            1.47           3.31           1.43
July 1 - September 30                        0.87           1.25           0.69
October 1- December 31                       0.75           1.03           0.69

         2000
         ----

January 1 - March 31                         0.78           1.19           0.66
April 1 - June 30                            0.40           0.44           0.39
July 1 - September 30                        0.40           0.80           0.39
October 1- December 31                       0.15           0.15           0.15

         2001
         ----

January 1 - March 31                         0.15           0.15           0.15
--------------------------------------------------------------------------------


     The above  quotations are  inter-dealer  quotations,  and the actual retail
transactions may involve dealer retail mark ups,  markdowns,  or commissions for
market makers of the Company's stock.

     Except for 3,405,357 free trading shares,  all shares issued by the Company
are "restricted  securities"  within the meaning of Rule 144 under the 1933 Act.
Ordinarily,  under Rule 144, a person holding restricted securities for a period
of one year may, every three months, sell in ordinary brokerage  transactions or
in  transactions  directly with a market maker an amount equal to the greater of
one percent of the Company's then-outstanding Common Stock or the average weekly
trading volume during the four calendar  weeks prior to such sale.  Future sales
of such shares and sales of shares  purchased  by holders of options or warrants
could have an adverse effect on the market price of the Common Stock.

     In the absence of a security  being quoted on the NASDAQ stock  market,  or
the Company  having  $2,000,000 in net tangible  assets,  trading in the Company
would  be  covered  by  Rule  15c2-6  of the  Exchange  Act for  non-NASDAQ  and
non-exchange  listed securities.  Under such rule,  broker/dealers who recommend
such  securities to persons  other than  established  customers  and  accredited
investors  (generally  institutions  with  assets  in excess  of  $5,000,000  or
individuals  with a new  worth in  excess  of  $1,000,000  or an  annual  income
exceeding  $200,000 or $300,000,  jointly with their spouse) must make a special
written suitability  determination for the purchaser and receive the purchaser's
written  agreement to a transaction  prior to sale.  Securities  are also exempt
from this rule if the market price is at least $5.00 per share.

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure  related to the market for penny stocks and for trades in
any stock  defined  as a penny  stock.  Under SEC  rules,  "penny  stock" is any
security that has a market price or exercise price of less than $5.00 per share.
In addition,  unless  exempt,  the rules require the  broker/dealer  to deliver,
prior  to any  transaction  involving  a  penny  stock,  a  disclosure  schedule
explaining  important  concepts  involving the penny stock market, the nature of
such  market,  terms  used in such  market,  the  broker/dealer's  duties to the
customer,  a toll-free  telephone number for inquiries about the broker/dealer's
disciplinary history, and the customer's rights and remedies in case of fraud or
abuse in the sale. The broker/dealer must disclose  commissions  payable to both
the broker/dealer and the registered representative,  current quotations for the
securities, and if the broker/dealer is the sole

                                       9
<PAGE>

market-maker.  Finally,  monthly  statements have to be sent  disclosing  recent
price  information  for a penny stock held in the account and information on the
limited market in penny stocks.

     These rules have a substantial  effect on the  liquidation of the Company's
common stock.

(B)  DIVIDENDS

     The Company has not paid any  dividends  on its Common  Stock.  The Company
currently intends to retain any earnings for use in its business,  and therefore
does not anticipate paying cash dividends in the foreseeable future.

(C)  RECENT SALES OF UNREGISTERED SECURITIES

     For the year  ended  December  31,  2000,  the  Company  issued  options to
purchase  1,247,000  shares of common stock of the Company at the price of $1.00
per share to key employees, officers and directors of the Company. Most of these
options vest over a three-year period.

     In March,  2000, the Company received  $250,000 from Winthrop Venture Fund,
Ltd., a  non-affiliated,  accredited  investor in exchange for a promissory note
due March 1, 2001,  bearing interest at the rate of 9% per annum and warrants to
purchase  a total of  100,000  shares of common  stock at the price of $0.80 per
share.  This investor entered into  subscription and warrant  agreement with the
Company  wherein  the  investor  asserted  facts  demonstrating  that  it was an
accredited  investor.  This investor has had a long-term investment history with
the  Company.  This  note  was  sold  based on an  exemption  from  registration
available under 4(2) of the Act.

     In May 2000, the Company negotiated to convert secured promissory notes due
to Laguna Pacific Partners,  LP and Knight-Rider  Investments,  Inc. of $150,000
and $100,000  respectively.  The Laguna Pacific Partners note was converted into
500,000  shares of common  stock of the  Company  of which  25,000 was issued to
Strawberry Canyon Capital, Inc. and 475,000 to Laguna Pacific Partners, L.P. The
Knight-Rider Investments  note was converted into 333,333 shares of common stock
of the  Company.  The Company  recorded an  additional  expense of $224,000 as a
result of the beneficial  conversion feature in fiscal 2000. Lawrence W. Horwitz
is the sole  shareholder  of  Strawberry  Canyon,  Inc.  and one of the  general
partners of Laguna  Pacific  Partners,  L.P. The Company  relied on an exemption
from registration available in converting the debt under 4(2) of the Act.

     In June 2000,  the  Company  issued a  convertible  promissory  note to the
Harold  Axelrod  Revocable  Trust,  a  non-affiliated,  accredited  investor  in
exchange for a convertible debenture.  The Debenture matured on December 1, 2000
whereupon all  principal and accrued  interest (at the rate of 8% per annum) was
due and payable.  The  debenture was  convertible  by Axelrod upon the 120th day
after the  execution  of the  debenture  and ending  upon the  maturity  date of
December  1,  2000,  at the  rate of one  share of  common  stock  per  $0.75 of
principal amount of the debenture,  or 70% of the five days preceding  Axelrod's
notice of its intent to convert.  No accrued  interest is payable on conversion.
To date,  the Debenture has not been  converted,  nor paid by the Company.  This
debenture was sold based on an exemption from registration  available under 4(2)
of the Act.

     In August,  2000, the Company  received $50,000 from Winthrop Venture Fund,
Ltd., a  non-affiliated,  accredited  investor in exchange for a promissory note
due the earlier of the raise of $200,000 in a private placement of the Company's
securities or sixty days from the execution date,  bearing  interest at the rate
of 9% per annum and  warrants to purchase  1,251  shares of common  stock at the
price of $0.80 per share.  This investor  entered into  subscription and warrant
agreement with the Company  wherein the investor  asserted  facts  demonstrating
that it was an accredited investor. This investor has had a long term investment
history  with  the  Company.  This  note was sold  based  on an  exemption  from
registration available under 4(2) of the Act.

     From October to December  2000 the Company  received  $850,000 from Pre-IPO
Ventures,  Inc., a  non-affiliated,  accredited  investor to purchase  1,350,000
shares of  preferred  stock of the  Company  at $0.50 and $1.00 per  share.  The

                                       10
<PAGE>

preferred  stock was duly  authorized by the board of directors and  shareholder
resolutions.  Pursuant to this offering,  warrants to purchase 200,000 shares of
common  stock of the  Company  at the  exercise  price of $0.55 per  share,  and
warrants  to  purchase  30,000  shares of  common  stock of the  Company  at the
exercise price of $1.10 per share were issued to certain licensed broker dealers
who  participated  in the  offering.  The investor  entered into a  subscription
agreement with the Company  wherein the investor  asserted  facts  demonstrating
that it was an accredited investor.  These shares were offered in reliance on an
exemption from registration available under Rule 506 of Regulation D of the Act.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------

     The  following is  management's  discussion  and analysis of the  Company's
financial condition and results of operations. Detailed information is contained
in  the   financials   included  in  this   document.   This  section   contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Company's plans, objectives,  expectations and intentions. The
cautionary  statements made in this document should be read as being  applicable
to all related forward-looking statements wherever they appear in this document.
This discussion should be read in conjunction with the business  description set
forth earlier in this Form 10K-SB.  As indicated  herein,  the Company commenced
implementation  of a new business plan in October,  1999.  The Company  believes
that  the  early  stage  development  of this  business  plan  would  render  it
speculative to predict the eventual  financial impact of this new business plan.
As a result,  the following  "Management's  Discussion  and Analysis " primarily
focuses upon the historical results of operations of the Company.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     Since  its  inception  through  December  31,  2000,  the  Company  had not
generated income from operations,  had negative cash flows from operations,  had
current  liabilities  that exceeded  current  assets by $1,397,745 and had a net
capital deficiency.  As a result, the Company's independent accountants issued a
going concern opinion on the December 31, 2000 financial statements. In order to
implement its business plan,  the Company  believes that it will need to raise a
minimum of $1 million in equity capital during  calendar year 2001. In excess of
50% of this  amount  would be  expended to acquire  new  computer  hardware  and
software.  The balance of such  capital  would be  utilized as working  capital,
primarily to finance the iNetcommerce division.  This is not based upon a formal
set of projections,  but rather estimates calculated by the Company's management
based upon expenditures during the last quarter of 1999 and 2000. If the Company
is unable to raise such  capital,  it is the intention of the Company to reduce,
delay,  eliminate or sell all or a portion of the iNetcommerce  division, as the
revenues generated by this division, the Company believes, will require a longer
marketing and development  cycle,  relative to the more established  iNetVersity
(Education Services) and iNetProz (computer consulting and employment placement)
divisions.  The Company  believes that its current cash flow would be sufficient
to support  such a reduced  or  delayed  implementation  of the  business  plan.
However,  there  is no  guarantee  that  the  curtailment  of  the  iNetcommerce
division's  business  plan would be sufficient to permit the Company to continue
as a going concern.

     During the fourth quarter of 1999, the Company acquired computer equipment,
hardware  and  software  for  use in its  daily  operations  in  the  amount  of
approximately  $150,000.  These assets were  acquired  using cash  proceeds from
operations and from issuance of debt and equity  securities  during November and
December 1999, which are as follows: (i) The Company entered into a Subscription
Agreement with a Floyd Horwitz,  father of Lawrence W. Horwitz,  to sell 200,000
shares under Rule 506 of Regulation D of the Securities Act of 1933 at the price
of $0.25 per share. The total cash proceeds of $50,000 went to the Company; (ii)
The Company  commenced an offering of up to $500,000 in Units. The price of each
Unit was  $25,000  and each Unit was  comprised  of one  promissory  note with a
six-month term at 8% interest and a five-year  warrant with an exercise price of
$0.80 per share.  Through  December 31, 1999, the Company  raised  $250,000 from
this offering of Units.

                                       11
<PAGE>

     During March 2000,  the Company  received  $250,000 from  Winthrop  Venture
Fund,  Ltd.,  an  accredited  investor,  from the issuance of two  securities in
exchange for this investment, which are as follows: (i) Promissory note payable,
bears interest at 9% per annum,  unsecured and all interest and principal due by
March 2001 (ii) 100,000  warrants  were also  granted with an exercise  price of
$0.80 per share, which expire in three years from the date of grant. Pursuant to
this  agreement,  in the event the Company  completes a  registration  statement
under the Securities Act of 1933, the Company shall be obligated to register the
shares underlying the warrants.

     On June 7, 2000,  the Company  received  $250,000  from the Harold  Axelrod
Revocable  Trust,  a  non-affiliated,  accredited  investor  in  exchange  for a
convertible  debenture.  The Debenture matured on December 1, 2000 whereupon all
principal and accrued interest (at the rate of 8% per annum) is due and payable.
The debenture was  convertible by Axelrod upon the 120th day after the execution
of the  debenture  and ending upon the maturity date of December 1, 2000, at the
rate of one  share  of  common  stock  per  $0.75  of  principal  amount  of the
debenture,  or 70% of the five day  average  of the ask  price  per share of the
Company's common stock based on the five days preceding  Axelrod's notice of its
intent to convert. No accrued interest is payable on conversion.  As of the date
of this filing, no payments have been made and no debt has been converted.

     In August 2000, the Company  received  $50,000 from Winthrop  Venture Fund,
Ltd., a  non-affiliated,  accredited  investor in exchange for a promissory note
due the earlier of the raise of $200,000 in a private placement of the Company's
securities or sixty days from the execution date,  bearing  interest at the rate
of 9% per annum and  warrants to purchase  1,251  shares of common  stock at the
price of $0.80 per share.  As of the date of this filing,  no payments have been
made.

     From October to December  2000 the Company  received  $850,000 from Pre-IPO
Ventures,  Inc., a  non-affiliated,  accredited  investor to purchase  1,350,000
shares of  preferred  stock of the  Company  at $0.50 and $1.00 per  share.  The
preferred  stock was duly  authorized by the board of directors and  shareholder
resolutions.  Pursuant to this offering,  warrants to purchase 200,000 shares of
common  stock of the  Company  at the  exercise  price of $0.55 per  share,  and
warrants  to  purchase  30,000  shares of  common  stock of the  Company  at the
exercise price of $1.10 per share were issued to certain licensed broker dealers
who  participated  in the  offering.  The investor  entered into a  subscription
agreement with the Company  wherein the investor  asserted  facts  demonstrating
that it was an accredited investor.  These shares were offered in reliance on an
exemption from registration available under Rule 506 of Regulation D of the Act.

     In December 2000, the Company sold its subsidiary,  International  Wireless
Control Systems, Inc. for $500,000.

     Finally,  the Company is currently delinquent in the payment of its payroll
taxes. Revenues generated from operations and financing activities have not been
sufficient to pay this debt. The Company has entered into  negotiations with the
IRS to pay the outstanding obligations.

                                       12
<PAGE>

     The  following  information  was  derived  from  the  Company's  historical
financial statements incorporated herein.

                                                  Year Ended        Year Ended
                                                 December 31,      December 31,
                                                     1999              2000

Statement of Operations Data:                    $  2,280,489      $  4,293,128
     Revenues
     Net loss from continuing operations           (3,122,029)       (1,380,455)

     Net loss from continuing operations per
     share, basic and diluted                           (0.42)            (0.14)

Balance Sheet Data:
     Current assets                                   515,816           993,893

     Total property and equipment, net                402,396           409,335
     Total assets                                   1,356,508         2,575,274
     Total current liabilities                      1,565,923         2,391,638

     Accumulated deficit                           (5,547,295)       (6,854,514)
     Stockholders'  equity(deficit)                  (209,415)          183,636


YEAR ENDED DECEMBER 31, 2000 AS COMPARED TO YEAR ENDED DECEMBER 31, 1999
------------------------------------------------------------------------

     Revenues.  The Company  generated  $4,293,128  in revenues  during the year
ended  December 31, 2000,  comprised of  $2,816,871  of education  and placement
revenues and $1,476,257  from  technology  consulting  revenues,  as compared to
$2,280,489 in education and placement  revenues for the year ended  December 31,
1999.  Education  revenue  increases  were due to increased  classes and student
count that reflect  strong demand in the  marketplace  for  technical  training.
Technological  consulting revenue represented $862,500 in non-cash sales related
to  RxAlternative  and cash  sales of  $200,000  to  Netbizex  and  $413,757  to
unrelated third parties.

     Gross Profit.  The Company's  increase in gross profit to 67% in the period
ending  December  31,  2000 from 52% for the year ended  1999,  reflects  better
management  and  cost  control  by  the  Company.   The  Company  hired  several
instructors  on a full  time  basis  resulting  in a  decrease  in cost of sales
percentage   as  compared  to  prior  periods  when  the  Company  used  outside
contractors at three to four times the cost of an on-staff instructor.

                                       13
<PAGE>

     General,  administrative,  and selling expenses. The Company had $3,838,864
in general,  administrative and selling expenses for the year ended December 31,
2000,  as compared to  $3,942,141  of such expenses for the same period in 1999.
The decrease was due to reduced  non-cash  charges  from  $1,561,000  in 1999 to
$758,000 in 2000, off setting increased cash charges due to increased  personnel
to accommodate  the growing needs of the Company.  A breakdown of the components
of the  general,  administrative  and/or  selling  expenses  for the years ended
December 31, 2000 and 1999 are as follows:


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

Advertising and marketing                        $     76,346      $     37,725
Bad debt expense                                      104,644            38,710
Depreciation and amortization                         285,611           441,000
General operation expenses                            318,840           256,977
Non-cash compensation                               1,169,976           277,630
Office expenses                                        27,121            18,402
Payroll expense                                     1,392,402         2,215,086
Professional fees                                     211,000           174,549
Rent                                                  259,800           307,000
Telephone and utilities                                96,401            71,885
                                                 ------------------------------

                                                 $  3,942,141      $  3,838,864
                                                 ==============================


     Interest Expense. Interest expense increased to $397,640 for the year ended
December 31, 2000 compared to $361,387 for the year ended December 31, 1999. The
increase is  primarily  attributed  to increased  borrowing  levels in 2000 over
1999.

     Discontinued Operations.  In 2000, the Company sold its wireless subsidiary
for  $500,000.  As a result,  the Company  split out the  operating  loss of the
subsidiary of $207,529 from  continuing  operations and recognized a gain in the
disposition of the segment of $488,688. The net gain on discontinued  operations
was $281,159 or $0.02 per share.

     Net Loss from Continuing  Operations/Earnings Per Share. As a result of the
above factors,  net loss decreased to  $(1,099,297) or $(0.12) per share in 2000
from a net loss of $(3,122,029) or $(0.42) per share in 1999.

ITEM 7.   FINANCIAL STATEMENTS
------------------------------

     The Financial  Statements that constitute Item 7 are included at the end of
this report beginning on Page F-1.

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

     The Registrant has engaged Corbin & Wertz,  certified  public  accountants,
2603 Main Street,  Suite 600 Irvine,  California 92614 ("Corbin & Wertz") as its
independent  accountants for all accounting purposes related to the Registrant's
business operations and the Registrant's reporting requirements.  Corbin & Wertz
replaced  Kabani  &  Company,   Inc.,  Certified  Public  Accountants,   as  the
Registrant's  principal  accountants  as of August 14, 2000  ("Kabani") for this
purpose.  Kabani was hired solely to review the Company's  quarterly  statements
for the quarter ended March 31, 2000. As Kabani only  conducted a review,  there
was no report on the financial statements, and as such no adverse opinion or a

                                       14
<PAGE>

disclaimer of opinion,  or  qualification  or modification as to audit scope, or
accounting  principles.  The  engagement  of Corbin & Wertz was  approved by the
Board of Directors.

     The  Company  had  engaged  Kabani  &  Company,   Inc.,   certified  public
accountants,   Fountain  Valley,   California   ("Kabani")  as  its  independent
accountant  solely for the  purposes  of the review of the  Company's  quarterly
statements  for the quarter  ended March 31, 2000.  Kabani  replaced  Stonefield
Josephson, Inc., Certified Public Accountants, as its principal accountant as of
May 11, 2000 ("Stonefield") for this purpose. The principal  accountants' report
on the 1999 financial  statements of the Registrant contained no adverse opinion
or a disclaimer  of opinion,  nor was  qualified or modified as to  uncertainty,
audit scope, or accounting  principles except for a going concern  modification.
The engagement of Kabani was approved by the Board of Directors.

     Other than stated herein,  during the  Registrant's  two most recent fiscal
years  and  any   subsequent   interim  period   preceding  such   registration,
declination,   or  dismissal,  there  were  no  disagreements  with  the  former
accountants  on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure.

                                    PART III
                                    --------

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

(A)  DIRECTORS AND EXECUTIVE OFFICERS

     The directors and officers of the Company are as follows:

           Name                 Age                     Position
           ----                 ---                     --------
        Noreen Khan              52          President, Secretary, Director

     NOREEN  KHAN,  President  and CEO of the  Company  since  May of 1998 and a
member of the Board of Directors since October of 1998. Ms. Khan was employed by
Tansa Group as a business  consultant from May, 1993 through August,  1996. From
September, 1996 through April, 1998 Ms. Khan was the financial officer of United
Golf   Properties,   Inc.,  a  privately  held  real  estate   investment  trust
specializing  in the acquisition  and operation of golf course  properties.  Ms.
Khan is  responsible  for the business  development,  financial  management  and
overall strategic planning and expansion of the Company.

     All members of the Board of  Directors,  with the  exception  of Ms.  Khan,
resigned  from the Board in 2001 as a result of the  payroll  taxes  owed by the
Company. A current report on Form 8-K was filed at that time.

(B)  COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who own more  than ten  percent  of the
Company's  Common  Stock,  to file reports of ownership and changes in ownership
with the Securities and Exchange  Commission  ("SEC").  Officers,  directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company  with copies of all Section  16(a) forms they file.  Based solely on
its  review  of  the  copies  of  such   forms   received   by  it,  or  written
representations from certain reporting persons, the Company believes that during
its 2000 fiscal year, all such filing  requirements  applicable to its officers,
directors, and greater than 10% beneficial owners were complied with.

                                       15
<PAGE>

ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------

(A)  SUMMARY COMPENSATION

      Set forth below is a summary of  compensation  for the Company's  officers
for fiscal  years 1999.  There are no annuity,  pension or  retirement  benefits
proposed to be paid to  officers,  directors  or employees of the Company in the
event of retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the Company or its subsidiary.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                     Annual Compensation                Long Term Compensation
                     -------------------                ----------------------
------------------                                      ---------------------------------------------
                                                         Awards                 Payouts
                                                         ------                 -------
-----------------------------------------------------------------------------------------------------
                                              Other                                       All Other
Name                                          Annual    Restricted                       Compensation
and                                           Compen-     Stock      Options    LTIP
Principal Position   Year   Salary    Bonus   sation      Awards      SARs     Payouts
-----------------------------------------------------------------------------------------------------
<S>                  <C>    <C>       <C>      <C>         <C>       <C>        <C>          <C>
Noreen Khan          2000   $90,000    -0-      -0-         -0-      170,000     -0-          -0-
                     1999   $60,000    -0-      -0-         -0-      175,000     -0-          -0-
                     1998   $40,000    -0-      -0-         -0-        -0-       -0-          -0-
-----------------------------------------------------------------------------------------------------
</TABLE>

     All of the foregoing options are at an exercise price of $1.00.

     While Ms.  Khan's  actual  salary is $90,000  pursuant  to the terms of her
employment  agreement  with the  Company,  Ms.  Khan  received  only  $22,000 in
compensation from the Company in year 2000.


                      OPTION/SAR GANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
   Name        Number of Securities      Percent of total        Exercise or        Expiration
                    underlying             options/SARs          Base price            Date
                   Options/SARs        granted to employees        ($/Sh)
                     Granted              in fiscal year
--------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>              <C>               <C>
Noreen Khan          170,000                   14%             $1.00/per share   December 31, 2005
--------------------------------------------------------------------------------------------------
</TABLE>


               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
   Name        Shares acquired on    Value Realized     Number of unexercised    Value of unexercised in-
                    Exercise                           options/SARs at FY end    the-money options/SARs
                                                                 (#)                  at FY-end ($)
                                                     exercisable/unexercisable  exercisable/unexercisable
---------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                  <C>                         <C>
Noreen Khan            -0-                -0-                 0/345,000                   $0/$0
---------------------------------------------------------------------------------------------------------
</TABLE>

                                       16
<PAGE>

(B)  EMPLOYMENT AGREEMENTS

     The  Company  entered  into an  employment  agreement  with Ms.  Khan,  its
President,  Chief Executive Officer,  Secretary,  and Chief Financial Officer on
April 1, 2000 pursuant to which the Company has agreed to pay Ms. Khan an annual
salary of $90,000 per year payable in twelve equal  payments on the first day of
each month. The agreement  entitles Ms. Khan to a car expense  allowance of $400
per month,  an annual bonus  proportionate  to the increase in the revenue.  The
term of the  agreement  is five  years  commencing  January  1, 2000 and  ending
December 31, 2004. Despite the terms of the employment  agreement,  Ms. Khan has
not taken the full  salary,  the car  allowance or received a bonus for the year
2000.

(C)  COMPENSATION OF DIRECTORS

The Company's  By-laws state that Directors of the Company shall not receive any
stated salary for their services,  but, by resolution of the Board of Directors,
a fixed sum and expense of attendance,  if any, may be allowed for attendance at
each  regular  and  special  meeting  of the  Board of  Directors.  The  Company
maintains directors and officers liability  insurance.  To date, the Company has
not paid any fixed sum for expenses to board members for  attendance at Board of
Director meetings or in discharging their obligations as Board members.

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

     The following  table sets forth certain  information  regarding  beneficial
ownership  of the  Company's  Common  Stock as of December  31,  2000:  (i) each
stockholder  known by the Company to be the  beneficial  owner of more than five
percent of the outstanding Common Stock; (ii) each director of the Company;  and
(iii) all directors and officers as a group.


<TABLE>
<CAPTION>
TITLE OF CLASS(3)           NAME AND ADDRESS(5)        AMOUNT AND NATURE OF OWNERSHIP      PERCENT(6)
-----------------           -------------------        ------------------------------      ----------

<S>                         <C>                                 <C>                            <C>
Common Stock                Noreen Khan, President,             1,668,435(1)                   12.93%
                            Secretary, Director

Common Stock                Lawrence W. Horwitz                 1,055,000(2)                    8.18%

Common Stock                Tariq Khan                          3,273,667(3)                   25.37%

Total Shares held by officers, directors and 5% shareholders:   5,997,102                      46.48%
</TABLE>

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


(1)  This amount  includes  175,000 and 170,000 options to purchase common stock
     exercisable  at $1.00 per share  granted to Ms. Khan in  November  1999 and
     January 2000 respectively.
(2)  This amount includes 300,000 options  exercisable at $0.75;  200,000 shares
     acquired by Floyd  Horwitz,  the father of Lawrence W. Horwitz;  options to
     purchase  15,000  shares of common stock at $1.00 per share  granted to Mr.
     Horwitz  in  January  2000;  and  the  conversion  of  a  $150,000  secured
     promissory  note in May,  2000  pursuant to the terms of a  Settlement  and
     Conversion  Agreement  by and between Mr.  Horwitz and the Company  wherein
     entities in which Mr. Horwitz is a beneficial owner received 500,000 shares
     of common stock of the Company.
(3)  This amount  includes  85,000  options  exercisable  at $1.00 per share and
     options  to  purchase  15,000  shares  of  common  stock at $1.00 per share
     granted in November  1999 and January 2000  respectively.  This amount also
     includes   shares  held   beneficially  by  Mr.  Khan  as  a  principal  of
     Knight-Rider  Investments.  Tariq  Khan  is the  son of  Noreen  Khan,  the
     president of the Company.
(4)  Except as otherwise  indicated,  the Company  believes that the  beneficial
     owners of Common Stock listed above, based on information furnished by such
     owners,  have sole investment and voting power with respect to such shares,
     subject to community property laws where applicable.  Beneficial  ownership
     is determined in accordance  with the rules of the  Securities and Exchange
     Commission and generally  includes voting or investment  power with respect
     to  securities.  Shares of Common  Stock  subject to  options  or  warrants
     currently   exercisable,   or  exercisable   within  60  days,  are  deemed
     outstanding  for purposes of computing the percentage of the person holding
     such options or warrants,  but are not deemed  outstanding  for purposes of
     computing the percentage of any other person.

                                       17
<PAGE>

(5)  c/o Company's address:  6033 West Century Blvd., Suite 500, Los Angeles, CA
     90045.
(6)  The percentage calculation is based on 12,903,210 shares on a fully diluted
     basis  which  included  11,340,959  shares  issued  and  outstanding  as of
     December 31, 2000 and  1,062,251  options and  warrants to purchase  common
     stock exercisable as of December 31, 2000.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

     The  Company  is in the  development  stage  of the  new  business  plan it
launched in October 1999.  Further,  the Company has never conducted  profitable
operations.  Based upon the  foregoing,  the  Company  believes  that it has had
difficulty in attracting  substantial  investment  capital,  outside its present
management team and principal  shareholders.  As a result,  the Company believes
that each of the  transactions set forth in this section were on terms that were
as favorable as those that could have been obtained from  unaffiliated  parties,
in that the Company has attracted limited capital from  unaffiliated  parties as
of the date of this  filing,  and those  transactions  were  conducted  on terms
similar or identical to the terms set forth below.

     Noreen Khan,  the president of the Company,  has entered into the following
transactions with the Company during calendar years 1999 and 2000:

     (1)  In December 1999, Ms. Khan received  267,435 shares of common stock as
          consideration  for the  conversion  of $53,487  loaned to the  Company
          during fiscal year 1998 and 1999.

     (2)  In  November  1999,  Ms. Khan was issued  options to purchase  175,000
          shares of common stock of the Company at $1.00 per share.

     (3)  On January 1, 2000,  Ms. Khan was issued  options to purchase  170,000
          shares of common stock of the Company at $1.00 per share.

     (4)  Effective  January  1,  2000,  Ms.  Khan  entered  into an  employment
          agreement with the Company.  The terms and conditions of the agreement
          are described in Item 10(b).

     (5)  During  fiscal year 2000,  Ms. Khan  advanced  the Company  $14,000 in
          non-interest bearing funds.

     Tariq Khan,  the son of the President of the Company,  has entered into the
following transactions with the Company:

     (1)  In May,  1998, he entered into a  Subscription  Agreement  pursuant to
          which he provided  $640,000 in debt financing which was converted into
          equity  during  the  fourth  quarter of 1999 at the price of $0.20 per
          share (for 3,200,000 shares), in accordance with the original terms of
          the Subscription Agreement;

     (2)  In November,  1998, Manhattan West, Inc., a corporation  controlled by
          Mr. Khan  entered  into a  Consulting  Agreement  with the Company for
          marketing,  general business and public  relations  services for a one
          year period. Manhattan West was paid $112,000 in stock at the price of
          $1.68 per share (66,667 shares in the aggregate) for these services;

     (3)  On  November  1999  the  Company   issued  Mr.  Khan  85,000   options
          exercisable at $1.00 per share in accordance with the Company's annual
          issuance  of  options  to key  employees,  consultants,  officers  and
          directors of the Company;

     (4)  On  January  1,  2000 the  Company  issued  Mr.  Khan  15,000  options
          exercisable at $1.00 per share in accordance with the Company's annual
          issuance  of  options  to key  employees,  consultants,  officers  and
          directors of the Company; and,

     (5)  In December 1999,  Knight-Rider  Investments,  Inc.  provided $100,000
          through secured  promissory  note financing.  In May 2000, the Company
          determined  that it would be  unable to pay back  these  sums and as a
          result,  the Company  negotiated to convert these notes into shares of
          common  stock of the  Company.  The note was  converted  into  333,333
          shares to  Knight-Rider  (at the conversion  rate of $0.33 per share).
          Mr. Tariq Khan is the beneficial owner of Knight-Rider.

     (6)  During fiscal year 2000,  Mr. Khan  advanced the  Company  $290,000 in
          non-interest bearing funds.

                                       18
<PAGE>

     Ramsey Hakim,  former Chairman of the Board of the Company entered into the
following transactions with the Company:

     (1)  In  November,  1998 the  Company  entered  into a one year  Consulting
          Agreement  with Mr.  Hakim.  The  amount  due  under  this  Consulting
          Agreement was converted into 100,000 restricted shares of stock during
          the fourth quarter of 1999 at a value of $1.68 per share;

     (2)  During 1998, Mr. Hakim received  250,000 shares for services  provided
          as the Chairman of the Board of the Company valued at $87,500;

     (3)  In  November,  1999  the  Company  issued  Mr.  Hakim  90,000  options
          exercisable at $1.00 per share in accordance with the Company's annual
          issuance  of  options  to key  employees,  consultants,  officers  and
          directors of the Company; and

     (4)  On  January  1, 2000 the  Company  issued  Mr.  Hakim  15,000  options
          exercisable at $1.00 per share in accordance with the Company's annual
          issuance  of  options  to key  employees,  consultants,  officers  and
          directors of the Company.

     Lawrence W.  Horwitz,  legal  counsel of the  Company and his father  Floyd
Horwitz entered into the following transactions with the Company:

     (1)  In November  1999,  Mr.  Horwitz  received  the right to receive up to
          300,000 options  exercisable at $0.75 per share. These options vest at
          the rate of 225 for each hour of service  provided  by Mr.  Horwitz on
          behalf of the Company.  As of December 31, 2000,  the maximum  300,000
          options had vested;

     (2)  In December  1999,  Floyd  Horwitz,  the father of  Lawrence  Horwitz,
          acquired  200,000  shares  of the  Company  at the  price of $0.25 per
          share;

     (3)  In December  1999,  Laguna  Pacific  Partners,  provided  $150,000 and
          through secured  promissory  note financing.  In May 2000, the Company
          determined  that it would be  unable to pay back  these  sums and as a
          result,  the Company  negotiated to convert these notes into shares of
          common stock of the Company.  Strawberry Canyon Capital, Inc. paid the
          amount owed to Laguna Pacific Partners,  LLP and accordingly the notes
          were converted into 475,000 shares to Strawberry Canyon Capital, Inc.,
          and  25,000 to Laguna  Pacific  (at the  conversion  rate of $0.33 per
          share).  Lawrence W. Horwitz,  is the sole  shareholder  of Strawberry
          Canyon  Capital,  Inc., one of the general  partners of Laguna Pacific
          Partners; and,

     (4)  On  January 1, 2000 the  Company  issued Mr.  Horwitz  15,000  options
          exercisable at $1.00 per share in accordance with the Company's annual
          issuance  of  options  to key  employees,  consultants,  officers  and
          directors of the Company.

                                       19
<PAGE>

                                     PART IV
                                     -------

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

(A)  EXHIBITS

Exhibit No.    Document Description
-----------    --------------------

3.1            Articles of  Incorporation  of Martinique  Ventures  Corporation,
               dated February 18, 1988*
3.2            Certificate  of  Amendment  to  Articles  of   Incorporation   of
               Martinique   Ventures   Corporation   changing  name  to  Zebulon
               Enterprises, Inc., dated August 13, 1997*
3.3            Certificate  of  Amendment to the  Articles of  Incorporation  of
               Zebulon  Enterprises,  Inc.  changing  name to Tao Partners  Inc.
               dated April 21, 1998*
3.4            Certificate of Amendment to the Articles of  Incorporation of Tao
               Partners Inc. changing name to Inetvisionz.com,  Inc. dated April
               30, 1999*
3.5            Bylaws of Martinique Ventures Corporation*
3.6            Articles of  Incorporation  of Corporate  Global Search  Network,
               Inc.*
3.7            Bylaws of Corporate Global Search Network, Inc.*
3.8            Amendment to Articles of Incorporation of Corporate Global Search
               Network, Inc.*
3.9            Amended Bylaws of Corporate Global Search Network, Inc.*
3.10           Certificate of Designation of Series A Preferred stock*
3.11           Amendment to Articles of Incorporation of  Inetvisionz.com,  Inc.
               changing its name to Inetvisionz, Inc. dated December 11, 2000.
10.1           Web Maintenance  Agreement for  RxAlternative.com,  dated October
               25, 1999*
10.2           Web Site  Development  Agreement  for the Creation of Two New Web
               Sites for RxAlternative.com, dated October 25, 1999*
10.3           South Bay Private Industry Council Agreement  Entitled  Amendment
               No. 4 to  Agreement  No. 96-67 by and between the Company and the
               city of Inglewood*
10.4           Job   Training    Partnership    Act    ("JTPA")    Off-the-shelf
               Vendor/Voucher Training Agreement dated July 1, 1999*
10.5           Employment Training Panel Agreement dated November 30, 1999*
10.6           Lease for the property located at 19950 Mariner Avenue,  Torrance
               California 90503, dated December 1, 1994*
10.7           Lease for the property located at 19772 MacArthur Blvd.,  Irvine,
               CA 92615, dated November 18, 1997*
10.8           Sub-Lease  for the property  located at 6033 West Century  Blvd.,
               Suite 500, Los Angeles, California dated March 27, 2000*
10.9           Master Lease for the property located at 6033 West Century Blvd.,
               Suite 500, Los Angeles, California dated June 17, 1997*
10.10          Agreement  No 00-H164 by and  between the City of  Hawthorne  and
               iNetVersity dated April 20,2000*
10.10          Compact Disk Affiliate Agreement dated August 1, 2000*
10.11          Employment  Agreement  by and  between  Ms.  Noreen  Khan and the
               Company dated effective January 1, 2000.

*Previously  filed with the Company's  form 10-SB filed with the SEC on December
22, 2000.

(B)  REPORTS ON FORM 8-K

     On  October  10,  2000,  the  Company  filed a  current  report on Form 8-K
reporting the resignation of one of its directors,  Mr. Ramsey Hakim.  Mr. Hakim
resigned from his position on October 3, 2000. The Company believed there was no
disagreement  by Mr.  Hakim with any of the  Company's  operations,  policies or
practices.

                                       20
<PAGE>

                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act") the  Registrant  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 13, 2001                   INETVISIONZ, INC.

                                        /s/ Noreen Khan
                                        ----------------------------------------
                                        By: Noreen Khan
                                        Its:  Chief Executive Officer, Secretary
                                        Chief Financial Officer, Director

                                       21
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                               CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                                            WITH

                                           INDEPENDENT AUDITORS' REPORTS THEREON

================================================================================

<PAGE>


                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                                                        CONTENTS

================================================================================


INDEPENDENT AUDITORS' REPORTS..........................................F-1 - F-2

CONSOLIDATED FINANCIAL STATEMENTS:
      Consolidated Balance Sheet.............................................F-3
      Consolidated Statements of Operations..................................F-4
      Consolidated Statements of Stockholders' Equity .......................F-5
      Consolidated Statements of Cash Flows..................................F-7
      Notes to Consolidated Financial Statements.............................F-8

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
iNetVisionz, Inc.

We have audited the accompanying consolidated balance sheet of iNetVisionz, Inc.
(the "Company") as of December 31, 2000, and the related consolidated statements
of  operations,  stockholders'  equity and cash  flows for the year then  ended.
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 auditing standards  generally accepted
in the  United  States of  America.  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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of iNetVisionz, Inc. as
of December 31, 2000,  and the results of their  operations and their cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company has negative  working capital,
reduced cash levels and recurring  losses from  operations.  These factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset  carrying  amounts  (including the
realization of long-lived  assets) and  classification of liabilities that might
result should the Company be unable to continue as a going concern.

                                                       CORBIN & WERTZ

Irvine, California
March 22, 2001

                                                                             F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
iNetVisionz, Inc.
Los Angeles, California

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity and cash flows of  iNetVisionz,  Inc.  (formerly  known as
Inetvisionz.com,  Inc.) for the year ended  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  accounting  principles  generally
accepted in the United States of America.  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,  iNetVisionz,  Inc.'s consolidated financial statements referred
to above present fairly, in all material respects,  the consolidated  results of
its  operations  and its cash flows for the year then ended in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As shown in the  financial
statements,  the Company has incurred net losses from  operations,  has negative
cash flows from  operations,  and has a net capital  deficiency.  These  factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 23, 2000 (except for Note 16, which is
  as of March 9, 2001)

                                                                             F-2
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                                      CONSOLIDATED BALANCE SHEET

================================================================================
                                                                   DECEMBER 31,
ASSETS                                                                 2000
                                                                   ------------

Current assets:
      Cash and cash equivalents                                    $     21,226
      Accounts receivable, net of allowance for doubtful
        accounts of $211,000                                            821,322
      License, net                                                      125,000
      Other current assets                                               26,345
                                                                   ------------
           Total current assets                                         993,893

Property and equipment, net                                             409,335
Intangibles, net                                                        309,546
Investment in non-marketable equity securities                          862,500
                                                                   ------------

                                                                   $  2,575,274
                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses                        $    529,405
      Accrued payroll and payroll related expenses                      880,778
      Deferred revenue                                                   72,900
      Notes payable, related parties, net of debt discount              287,833
      Advances, related parties                                         331,000
      Convertible debt                                                  250,000
      Accrued preferred stock dividend                                   39,722
                                                                   ------------
           Total current liabilities                                  2,391,638
                                                                   ------------

Commitments and contingencies

Stockholders' equity:
      Series A convertible preferred stock; $0.001 par value;
           $0.025 per share quarterly cumulative dividend;
           2,000,000 shares designated; 1,350,000 shares
           committed at December 31, 2000 (liquidation value
           $1,350,000)                                                    1,350
      Common stock; $0.001 par value; 100,000,000 shares
        authorized; 11,840,959 shares issued and outstanding             11,841
      Additional paid-in capital                                      7,024,959
      Accumulated deficit                                            (6,854,514)
                                                                   ------------
           Total stockholders' equity                                   183,636
                                                                   ------------
                                                                   $  2,575,274
                                                                   ============

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-3
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

================================================================================

<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                            2000             1999
                                                        ------------     ------------
<S>                                                     <C>              <C>
Net revenues                                            $  4,293,128     $  2,280,489
Cost of revenues                                           1,437,079        1,098,990
                                                        ------------     ------------
           Gross profit                                    2,856,049        1,181,499

General and administrative expenses                        3,838,865        3,942,141
Interest expense                                             397,640          361,387
                                                        ------------     ------------

Net loss from continuing operations before
  discontinued operations                                 (1,380,456)      (3,122,029)
                                                        ------------     ------------

Discontinued operations:
      Operating loss of discontinued segment                (207,529)              --
      Gain on disposition of discontinued segment            488,688               --
                                                        ------------     ------------
                                                             281,159               --
                                                        ------------     ------------

Net loss                                                $ (1,099,297)    $ (3,122,029)
                                                        ============     ============

Net loss per share - basic and diluted:
      Continuing operations                             $      (0.14)    $      (0.42)
      Discontinued operations                                   0.02               --
                                                        ------------     ------------

           Net loss available to common shareholders    $      (0.12)    $      (0.42)
                                                        ============     ============

Weighted average number of shares outstanding -
  basic and diluted                                       11,564,703        7,488,544
                                                        ============     ============
</TABLE>

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-4
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================
<TABLE>
<CAPTION>
                                       PREFERRED STOCK               COMMON STOCK
                                  -------------------------   -------------------------    ADDITIONAL
                                   COMMITTED                                                PAID-IN     ACCUMULATED
                                    SHARES        AMOUNT        SHARES        AMOUNT        CAPITAL       DEFICIT         TOTAL
                                  -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>            <C>
Balance at January 1, 1999, as
restated                                   --   $        --     6,806,857   $     6,807   $ 2,932,598   $(2,425,266)   $   514,139

Shares issued during private
placements, including expense
recognized from sale of stock
at less than fair value                    --            --       200,000           200       143,400            --        143,600

Exercise of stock options                  --            --       300,000           300        74,700            --         75,000

Shares issued to related parties
upon conversion of debt                    --            --     3,467,435         3,467       690,020            --        693,487

Beneficial conversion feature
of debt to equity                          --            --            --            --       352,012            --        352,012

Options granted to consultants
in exchange for services rendered          --            --            --            --       701,375            --        701,375

Shares issued to related parties
in exchange for services                   --            --       233,334           233       391,768            --        392,001

Warrants granted in connection
with debt offering                         --            --            --            --        41,000            --         41,000

Net loss                                   --            --            --            --            --    (3,122,029)    (3,122,029)
                                  -----------   -----------   -----------   -----------   -----------   -----------    -----------
</TABLE>

--------------------------------------------------------------------------------
Continued ...

                                                                             F-5
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================
<TABLE>
<CAPTION>
                                       PREFERRED STOCK               COMMON STOCK
                                  -------------------------   -------------------------    ADDITIONAL
                                   COMMITTED                                                PAID-IN     ACCUMULATED
                                    SHARES        AMOUNT        SHARES        AMOUNT        CAPITAL       DEFICIT         TOTAL
                                  -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>            <C>
Balance at December 31, 1999,
as restated                                --            --    11,007,626        11,007     5,326,873    (5,547,295)      (209,415)

Options granted to consultants
in exchange for services rendered          --            --            --            --       277,630            --        277,630

Shares issued to related parties
upon conversion of debt                    --            --       833,333           834       223,166            --        224,000

Beneficial conversion feature
of debt to equity                          --            --            --            --       243,600            --        243,600

Warrants granted in connection
with debt offering                         --            --            --            --        73,000            --         73,000

Preferred shares committed in
connection with private placement,
net of issuance costs               1,350,000         1,350            --            --       712,490            --        713,840

Beneficial conversion feature of
committed preferred shares                 --            --            --            --        90,000       (90,000)            --

Warrants granted in connection
with preferred shares                      --            --            --            --        78,200       (78,200)            --

Accrued preferred stock
dividends                                  --            --            --            --            --       (39,722)       (39,722)

Net loss                                   --            --            --            --            --    (1,099,297)    (1,099,297)
                                  -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance at December 31, 2000        1,350,000   $     1,350    11,840,959   $    11,841   $ 7,024,959   $(6,854,514)   $   183,636
                                  ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-6
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

================================================================================
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                              -----------------------------
                                                                  2000             1999
                                                              ------------     ------------

Cash flows from operating activities:
<S>                                                           <C>              <C>
      Net loss                                                $ (1,099,297)    $ (3,122,029)
      Adjustments to reconcile net loss to net cash
        used in operating activities:
           Allowance for doubtful accounts                          38,710          104,644
           Depreciation and amortization                           441,000          285,611
           Gain on disposition of discontinued segment            (488,688)              --
           Non-cash revenue                                       (862,500)              --
           Options and stock compensation                          277,630        1,169,976
           Debt discount amortization and interest expense
             recorded on beneficial conversion                     317,433          354,012
           Changes in operating assets and liabilities:
                 Accounts receivable                              (526,393)          42,439
                 License                                          (250,000)              --
                 Other current assets                                9,625          (27,018)
                 Accounts payable and accrued expenses             258,391          633,592
                 Deferred revenue                                  (17,551)          34,113
                                                              ------------     ------------

      Net cash used in operating activities                     (1,901,640)        (524,660)
                                                              ------------     ------------

Cash flows from investing activities:
      Cash - restricted                                            107,957         (107,957)
      Payments to acquire property, equipment and
        intangibles                                               (206,939)        (171,168)
                                                              ------------     ------------

      Net cash used in investing activities                        (98,982)        (279,125)
                                                              ------------     ------------

Cash flows from financing activities:
      Proceeds from sale of discontinued segment                   500,000               --
      Proceeds from related party advances, net                    331,000          352,012
      Proceeds from notes payable, related parties                 300,000          250,000
      (Repayments) borrowings of loan payable, bank               (100,015)         100,015
      Proceeds from convertible debt                               250,000               --
      Proceeds from common and preferred stock sales,
        net of offering costs                                      763,840           98,692
                                                              ------------     ------------

      Net cash provided by financing activities                  2,044,825          800,719
                                                              ------------     ------------

Cash of discontinued segment                                       (23,977)              --
                                                              ------------     ------------

Net change in cash and cash equivalents                             20,226           (3,066)

Cash and cash equivalents, beginning of year                         1,000            4,066
                                                              ------------     ------------

Cash and cash equivalents, end of year                        $     21,226     $      1,000
                                                              ============     ============
</TABLE>

--------------------------------------------------------------------------------
Continued ...

                                                                             F-7
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

================================================================================
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                              -----------------------------
                                                                  2000             1999
                                                              ------------     ------------
Supplemental disclosure of cash flow information:
<S>                                                           <C>              <C>
      Cash paid for income taxes                              $      3,200    $        800
                                                              ============    ============
      Cash paid for interest                                  $         --    $         --
                                                              ============    ============
</TABLE>

Supplemental non-cash investing and financing activities:
     See  accompanying  notes  to  the  consolidated  financial  statements  for
     additional   information  relating  to  non-cash  investing  and  financing
     activities during fiscal 2000 and 1999.

--------------------------------------------------------------------------------
                                            See independent auditors' report and
                                      accompanying notes to financial statements

                                                                             F-8
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

Organization and Nature of Business
-----------------------------------

iNetVisionz,  Inc.,  a  California  corporation,  and its  subsidiaries  provide
education  through the  distance  learning  environment  and develop and deliver
technology  training  lessons  using the  Internet as a means of  delivery.  The
Company  also  provides  technology  consulting  and  technology  job  placement
services.  In December 2000, the Company changed its name from  Inetvisionz.com,
Inc. and changed its state of incorporation from Delaware to California.

Principles of Consolidation
---------------------------

The  accompanying  consolidated  financial  statements  include the  accounts of
iNetVisionz, Inc. and its wholly owned subsidiaries,  iNetVersity,  Inc., Out of
the Box Solutions, Inc., Corporate Search Network, Inc. and iNetGeneration, Inc.
All intercompany transactions have been eliminated in consolidation.

Going Concern
-------------

The Company's  consolidated  financial  statements are prepared using accounting
principles  generally  accepted in the United States of America  applicable to a
going concern,  which  contemplates the realization of assets and liquidation of
liabilities  in the  normal  course of  business.  Since its  inception  through
December  31,  2000,  the  Company has  incurred  significant  operating  losses
totaling  approximately  $6,700,000,  and at December  31,  2000,  has a working
capital deficit of approximately  $1,400,000 and has cash balances totaling only
approximately  $20,000. The ability of the Company to operate as a going concern
is dependent upon its ability (1) to obtain  sufficient  additional  debt and/or
equity  capital  through  third  parties or related  parties,  and (2)  generate
significant  revenues  through its existing assets and operating  business.  The
Company plans to raise additional  working capital through private  offerings of
debt and  equity  (see  Note 17 for  recent  capital  raising  activities).  The
successful  outcome of future  activities  cannot be determined at this time and
there are no assurances that if achieved, the Company will have sufficient funds
to execute their business plans or generate positive  operating  results.  These
issues,  among others,  raise substantial doubt about the ability of the Company
to continue as a going  concern.  The  financial  statements  do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

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

                                                                             F-9
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.
Significant  estimates include the collectibility of accounts receivable and the
realizability of long-lived assets.

Revenue Recognition
-------------------

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition  in Financial  Statements,"
which is to be applied  beginning with the fourth fiscal quarter of fiscal years
beginning  after December 15, 1999, to provide  guidance  related to recognizing
revenue in circumstances in which no specific  authoritative  literature exists.
The application of SAB 101 to the Company's financial  statements did not result
in a material change in the Company's results of operations.

TUITION  REVENUES - The Company  recognizes  tuition  revenue from corporate and
individual  customers (excluding WIA and ETP) as services are performed over the
term of each enrollment, usually ranging from 1 week to 20 weeks.

The Company also provides tuition services and technical  training under Federal
and State funded Job Training Programs, which are as follows:

Workforce  Investment Act ("WIA"):  The Company  currently has yearly  contracts
with  training  providers  that have been  approved by the  California  Eligible
Training  Provider List.  Pursuant to these agreements,  the Company  recognizes
tuition revenue at various stages after services have been performed without any
further  contingencies or performance  obligations,  and thereby have earned the
right to receive  and retain  payments  for  services  billed.  A summary of the
various stages is as follows:

25% - Upon  enrollment  in the training  program and  attainment of one learning
objective  of  core  training  (not  less  than  15  hours)  and  submission  of
verification of enrollment,  timesheets and corresponding invoice by the Company
to the respective agency.

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

                                                                            F-10
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

50% - Upon  satisfactory  completion  of at least 50% of the  designated  course
hours and  competencies  as outlined in the course  curriculum and attainment of
test scores or achievement  levels prescribed in the curriculum.  The Company is
responsible for submitting corresponding timesheets, performance evaluations and
test scores documenting activity and related invoice to the respective agency.

25% - Upon satisfactory  completion of the remaining  curriculum hours and being
placed in unsubsidized employment of 8 hours or more. The Company is responsible
for submitting corresponding  timesheets,  correspondence  documenting activity,
evidence of  employment  with  certain  information  and related  invoice to the
respective agency.

Employment  Training Panel ("ETP") - The Company  currently has a contract under
the ETP and is funded by the State of  California.  Pursuant to this  agreement,
the Company  recognizes  tuition  revenue  after  services  have been  completed
without any further contingencies or performance  obligations,  and thereby have
earned the right to receive and retain payments for services billed. The Company
is entitled to receive  progress  payments at various stages, a summary of which
is as follows:

20% - Upon services  rendered in connection  with  enrollment of students in the
training  program and submission of verification  of enrollment,  timesheets and
corresponding invoice by the Company to the respective agency.

80% -  Upon  satisfactory  completion  of the  curriculum  hours  and  continual
employment for 91 consecutive  days after placement by the Company.  The Company
is  responsible   for  submitting   corresponding   timesheets,   correspondence
documenting  activity,  evidence of  employment  with  certain  information  and
related invoice to the respective agency.

CONSULTING REVENUES - The Company recognizes revenue upon permanent placement of
technical  personnel  with the  Company's  customers  at  revenue  amounts to be
determined  on an  individual  basis.  In the  event  that the  employer  of the
permanently  placed candidate is dissatisfied  with the candidate's  performance
within the initial 30 days of  employment,  the Company  would be  obligated  to
replace the  candidate  at no cost,  provided  the employer has paid its fees in
full. The Company  recognizes  revenue 30 days after  satisfactory  placement of
technical personnel.

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

                                                                            F-11
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

The Company also provides computer  consulting and technical support on internal
computer  networks  on an hourly  basis and  temporary  placement  of  technical
personnel in exchange for a percentage of their hourly wages rates.  The Company
implements  primarily  internet based business  plans  developed  internally and
externally.  The Company  recognizes  revenues for these  services in accordance
with  Statement of Position  ("SOP") 97-2  "Software  Revenue  Recognition,"  as
amended  by SOP 98-4 and SOP  98-9,  in that  revenues  from  multiple  software
arrangements  will be allocated to each element of the arrangement  based on the
relative fair values using specific  objective  evidence as defined in the SOPs.
If no such objective  evidence  exists,  revenues from the contracts will not be
recognized  until the entire contract is completed and accepted by the customer.
Once the amount of the  revenue  for each  element is  determined,  the  Company
recognizes  revenue as each element is completed  and accepted by the  customer.
For   contracts   that  required   significant   production,   modification   or
customization of software, the Company applies percentage of completion contract
accounting in conformity with ARB No. 45 and SOP 81-1.

The Company  recognizes  consulting and technical  support revenues only when no
further  contingencies or material  performance  obligations are warranted,  and
thereby would have earned the right to receive and retain  payments for services
performed and billed.

Deferred Revenue
----------------

Deferred revenue includes  deferred  tuition and consulting  revenues.  Deferred
tuition  revenue  represents  amounts  received  as  non-refundable  deposits on
student  enrollments  for  which  the  revenue  is not yet  recognizable  as the
services have not yet been performed.  The Company honors delayed enrollments at
a future date,  for as long as a timely  notice as  determined  on an individual
basis is provided to the Company. Deferred consulting revenue represents amounts
received for providing  future  computer  consulting and technical  support that
have not yet been earned.

Fair Value
----------

The Financial  Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards  No. 107 ("SFAS  107"),  "Disclosures  About Fair Value of
Financial  Instruments." SFAS 107 requires  disclosure of fair value information
about  financial  instruments  when it is practicable to estimate that value. At
December  31,  2000,  the  carrying  amounts  of the  Company's  cash  and  cash
equivalents, accounts receivable, accounts payable and accrued

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

                                                                            F-12
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

expenses   approximate  their  estimated  fair  values  due  to  the  short-term
maturities of those financial  instruments.  The estimated fair value of amounts
due to related parties is not ascertainable as the underlying  transactions were
between related  parties.  Also, the estimated value of convertible  debt is not
determinable as equivalent financial instruments are not easily identifiable.

Cash and Cash Equivalents
-------------------------

For purposes of the statement of cash flows, cash equivalents include all highly
liquid debt instruments  with original  maturities of three months or less which
are not securing any corporate obligations.

The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts.

Concentrations of Credit Risk
-----------------------------

The Company performs periodic credit  evaluations of its customers and maintains
allowances for potential uncollectible accounts as deemed necessary. The Company
generally  does not require  collateral to secure its accounts  receivable.  The
Company  estimates credit losses based on management's  evaluation of historical
experience and current industry trends.  Although the Company expects to collect
amounts  due,  actual  collections  may differ from the  estimated  amounts.  At
December 31, 2000,  the Company has recorded an allowance for doubtful  accounts
of approximately $211,000.

During the years  ended  December  31,  2000 and 1999,  revenues  from the three
largest customers accounted for approximately 48% and 35% of total revenues, 45%
and 35% of education and job placement revenues, and 53% and 0% of technological
revenues, respectively.  Included in accounts receivable at December 31, 2000 is
approximately $576,000 due from two of these customers. The loss of any of these
three customers could have a material impact on the Company's operations.

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

                                                                            F-13
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

Inventories
-----------

Inventories  have  been  valued  at lower  of cost or  market.  Inventories  are
included in other current assets and consist primarily of computer and education
products as of December 31, 2000.

Property and Equipment
----------------------

Property and  equipment are stated at cost.  Expenditures  for  maintenance  and
repairs are charged to earnings as incurred, whereas,  additions,  renewals, and
betterments  are  capitalized.  When  property  and  equipment  are  retired  or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the  respective  accounts,  and any gain or loss is included in operations.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives of three to five years.

Leasehold  improvements are being amortized on a straight-line  basis over their
estimated useful lives of 60 months.

Intangibles
-----------

During  September  1998,  the Company  entered into a non-compete  agreement and
acquired  customer  lists,  product  licenses and  copyrights  from the training
division of Novaquest  InfoSystems,  Inc. Based on management's  best estimates,
the Company allocated $580,000 to these intangible  assets,  which are stated at
cost and are being amortized on a straight-line  basis over the estimated useful
lives of 60 months from the date of acquisition.

Investment in Non-Marketable Equity Securities
----------------------------------------------

The  Company   entered   into  an   agreement   with   RxAlternative.com,   Inc.
("RxAlternative")  in  which  it  received  a 4.17%  common  stock  interest  as
compensation  for services to be provided to  RxAlternative,  which is valued at
$862,500 (see Note 9). This  investment is accounted for on the cost basis,  and
is recorded at its initial estimated value and adjusted for any subsequent costs
incurred by or reimbursed to the Company and any permanent impairment in value.

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

                                                                            F-14
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Impairment of Long-Lived Assets
-------------------------------

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 121
("SFAS  121"),  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets To Be Disposed Of," which requires that long-lived assets and
certain  identifiable  intangibles  to be held and used by an entity be reviewed
for impairment  whenever  events or changes in  circumstances  indicate that the
carrying  amount  of an asset may not be  recoverable.  In  accordance  with the
provisions  of SFAS 121, the Company  regularly  reviews  long-lived  assets and
intangible  assets for impairment  whenever  events or changes in  circumstances
indicate that the carrying amount of the assets may not be recoverable. Based on
its analysis,  the Company  believes that no impairment of the carrying value of
its long-lived  assets existed at December 31, 2000. There can be no assurances,
however,  that market or economic  conditions will not change or demands for the
Company's  services will continue which could result in impairment on long-lived
assets in the future.

Income Taxes
------------

In accordance with Statement of Financial Accounting Standards No. 109, deferred
income taxes are the result of the expected future tax consequences of temporary
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities.  Generally,  deferred  income  taxes are  classified  as current or
non-current  in  accordance  with the  classification  of the  related  asset or
liability.  Those not related to an asset or liability are classified as current
or non-current  depending on the periods in which the temporary  differences are
expected to reverse.  A valuation  allowance is provided against deferred income
tax assets in circumstances  where management  believes the  recoverability of a
portion of the assets is not reasonably assured.

Accounting for Stock-Based Compensation
---------------------------------------

The Company has elected to follow  Accounting  Principles  Board  Opinion No. 25
("APB  25"),   "Accounting   for  Stock   Issued  to   Employees"   and  related
interpretations  in  accounting  for its  employee  stock  options  because  the
alternative  fair value  accounting  provided  for under  Statement of Financial
Accounting   Standards  No.  123  ("SFAS  123"),   "Accounting  for  Stock-Based
Compensation,"  requires use of option  valuation models that were not developed
for use in valuing  employee stock  options.  Under APB 25, because the exercise
price of the Company's employee (including non-employee directors) stock options
equals or exceeds the fair market value of the  underlying  stock on the date of
grant,  no compensation  expense is recognized.  The Company follows SFAS 123 to
account for stock-based compensation to all consultants,  excluding non-employee
directors.

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

                                                                            F-15
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain Transactions Involving Stock Compensation, an interpretation of APB 25."
FIN 44 provides criteria for the recognition of compensation  expense in certain
stock-based  compensation  arrangements that are accounted for under APB 25. FIN
44 was  effective  July 1, 2000,  with  certain  provisions  that are  effective
retroactively to December 15, 1998 and January 12, 2000. FIN 44 did not have any
material impact on the Company's financial statements.

Net Loss Per Share
------------------

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS 128"),  "Earnings per Share." Under SFAS 128, basic earnings per share is
computed  by  dividing   income   available  to  common   shareholders   by  the
weighted-average  number of common shares assumed to be  outstanding  during the
period of computation.  Diluted  earnings per share is computed similar to basic
earnings  per share  except that the  denominator  is  increased  to include the
number of  additional  common  shares  that would have been  outstanding  if the
potential  shares  had been  issued and if the  additional  common  shares  were
dilutive.  The Company's  net loss has been  increased for the effect of accrued
dividends to preferred  stockholders  the  valuation of the warrants  granted in
connection with the committed  preferred shares,  and the beneficial  conversion
feature of the committed  preferred  shares (see Notes 10 and 14). Stock options
and warrants  outstanding are not considered  common stock  equivalents,  as the
effect on net loss per share would be anti-dilutive.

Comprehensive Income
--------------------

The Company has adopted  Statement of Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive Income." As of December 31, 2000, comprehensive income
consisted of net loss only and accordingly, no statement of comprehensive income
has been provided.  In the event components of other  comprehensive  income came
into existence in the future, a statement of comprehensive  income would then be
provided.

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

                                                                            F-16
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

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

Segment
-------

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 131
("SFAS  131"),   "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information"  (see Note 15).  SFAS 131 changes the way public  companies  report
information   about  segments  of  their  business  in  their  annual  financial
statements and requires them to report to selected segment  information in their
quarterly  reports  issued  to  shareholders.   It  also  requires   entity-wide
disclosures  about the products and  services an entity  provides,  the material
countries in which it holds assets and reports revenues and its major customers.

Based on the  Company's  integration  and  management  strategies,  the  Company
currently  believes  it  operates  in  two  business  segments:   education  and
placement; and technology consulting.

New Accounting Pronouncements
-----------------------------

In June 1998, the FASB issued Statement of Financial  Accounts Standards No. 133
("SFAS 133"),  "Accounting for Derivative  Instruments and Hedging  Activities."
SFAS  133,  as  amended  by SFAS 137 and 138,  is  effective  for  fiscal  years
beginning  after June 15,  2000.  SFAS No. 133 requires the Company to recognize
all derivatives as either assets or liabilities and measure those instruments at
fair value.  It further  provides  criteria  for  derivative  instruments  to be
designated as fair value,  cash flow and foreign currency hedges and establishes
respective  accounting  standards for reporting changes in the fair value of the
derivative  instruments.  Upon adoption,  the Company will be required to adjust
hedging  instruments  to fair  value in the  balance  sheet  and  recognize  the
offsetting  gains or losses as adjustments to be reported in net income or other
comprehensive  income,  as appropriate.  The Company is evaluating the impact of
this statement on its financial  statements  and its expected  adoption date and
currently  expects to comply  with the  requirements  of SFAS 133 in fiscal year
2001.

Reclassifications
-----------------

Certain  amounts in the 1999  financial  statements  have been  reclassified  to
conform to the 2000 presentation.

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

                                                                            F-17
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 2 - LICENSE
----------------

The Company paid $250,000 and entered into a "Compact Disk Affiliate  Agreement"
with  Preference  Technologies,  Inc.  ("Preference").  Under  the  terms of the
agreement,  the Company becomes a sponsor and distributor of Preference's Global
Information  Gateway  ("GIG").  The Company is  amortizing  the license over its
one-year term. At December 31, 2000,  $125,000 has been amortized.  The GIG is a
marketing  device that the Company  uses to  communicate  with its  existing and
potential students and customers. The GIG provides its users with a personalized
"gateway"  to the  Internet,  where the  Company  may  advertise  and  otherwise
communicate  with those parties on the GIG at any given time. The Company's user
license expires  concurrently  with this License.  In the event Preference would
choose to terminate or otherwise refuse to continue to provide the GIG after the
August  2001  termination  date,  the  Company's  management  believes  that its
operations would not be materially  effected.  Prior to the formation of the GIG
licensing  arrangement,  the Company utilized  traditional  marketing methods to
secure its customers and students.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment is comprised of the following as of December 31, 2000:

     Computer and electronic equipment                 $    554,130
     Office furniture and equipment                         186,682
     Leasehold improvements                                  76,850
     Automobile                                              15,305
                                                       ------------
                                                            832,967

     Less accumulated depreciation and amortization        (423,632)
                                                       ------------

                                                       $    409,335
                                                       ============

Depreciation and amortization  expense related to the property and equipment for
the years  ended  December  31, 2000 and 1999  totaled  $200,000  and  $169,611,
respectively.

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

                                                                            F-18
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 4 - INTANGIBLES

Intangibles consist of the following as of December 31, 2000:

     Customer list                                         $    280,000
     Product license, copyrights, trademark and concept         250,000
     Non-compete agreement                                       50,000
                                                           ------------
                                                                580,000

     Less accumulated depreciation and amortization            (270,454)
                                                           ------------

                                                           $    309,546
                                                           ============

Amortization expense related to intangibles for both of the years ended December
31, 2000 and 1999 was $116,000.

NOTE 5 - PAYROLL TAX LIABILITY
------------------------------

In April 2000,  the Company  negotiated  a payment  plan on its 1999  delinquent
payroll taxes including an estimated  $154,000 in interest and penalties.  Under
the payment  plan,  the Company will make monthly  payments of $15,000 until the
liability  is fully paid off.  The  remaining  liability at December 31, 2000 is
approximately $286,000.

In addition, the Company is also delinquent on its 2000 payroll taxes. The total
payroll  taxes  for the  current  year  that  are  delinquent  is  approximately
$412,000. The Company is in the process of determining a payment plan to pay the
liability off.

NOTE 6 - PAYABLES TO RELATED PARTIES
------------------------------------

As of December  31,  1999,  the Company  raised  $250,000  from the  issuance of
unsecured  promissory  notes to related  parties with interest at 8%, which were
due in December 2000.  Included with notes were 100,000 warrants to purchase the
Company's common stock at $0.80 per share,  expiring December 2002,  immediately
exercisable.  The  warrants  were  valued at $41,000  (based on a  Black-Scholes
computation  under  SFAS  123)  which was  recorded  as a debt  discount  and an
increase to  additional  paid-in  capital and was  amortized on a  straight-line
basis over the life of the promissory  note. In May 2000, the Company  converted
the net balance of $224,000 to equity (see Note 10).

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

                                                                            F-19
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 6 - PAYABLES TO RELATED PARTIES, CONTINUED
-----------------------------------------------

The Company has various notes payable and advances to related parties. The notes
payable consist of the following as of December 31, 2000:

     Unsecured promissory notes, bearing
     interest at 9% per annum, principal and
     interest due on the maturity date
     Pursuant to this agreement, the maturity
     date shall be one year from the
     execution date of the promissory note
     (March 2001), net of unamortized
     discount of $30,417                                       $    219,583

     Unsecured promissory note, bearing
     interest at 9% per annum, principal and
     interest due sixty days from the
     execution of the note (October 2000) or
     the raising of at least $200,000 in
     equity financing, whichever is earlier                          50,000
                                                               ------------

                                                               $    269,583
                                                               ============

The total interest  expense accrued on  related-party  notes for the years ended
December 31, 2000 and 1999 was approximately $30,000 and $3,000, respectively.

In addition,  in  connection  with the March  unsecured  promissory  notes,  the
Company issued warrants to purchase a total of 100,000 shares of common stock at
$0.80 per share, expiring March 2003, immediately exercisable. The warrants were
valued at $73,000 (based on a  Black-Scholes  computation  under SFAS 123) which
was recorded as a debt  discount and an increase to additional  paid-in  capital
and will be amortized on a  straight-line  basis over the life of the promissory
note.

In connection  with the August  unsecured  promissory  note,  the Company issued
warrants to purchase  1,251 shares of common stock at $0.80 per share,  expiring
August 2003, immediately exercisable.  The value of the warrants were immaterial
(based on a Black-Scholes computation under SFAS 123) and thus were not recorded
as a debt discount.

The related interest expense  recognized for debt discount  amortization for the
years ended  December  31, 2000 and 1999 was  approximately  $64,000 and $2,000,
respectively.

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

                                                                            F-20
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 6 - PAYABLES TO RELATED PARTIES, CONTINUED
-----------------------------------------------

In  addition,  the  Company,  from time to time,  receives  advances  from other
related  parties.  The  advances  from  related  parties are  unsecured,  either
non-interest  bearing or bearing  interest at 7% and payable on demand or within
180 days. At December 31, 2000, the advances totaled $331,000.

NOTE 7 - CONVERTIBLE DEBENTURES
-------------------------------

In June 2000,  the  Company  issued a  $250,000  secured  convertible  debenture
bearing  interest  at a rate of 8%.  The notes are  convertible  at one share of
Company common stock per $0.75  principal  amount of the debenture or 70% of the
five day average of the ask price per share of the Company's  common stock based
on the five days preceding the notice of intent to convert.

In  connection  with this  discounted  conversion  feature the Company  recorded
$19,600 of debt  discount.  The Company  amortized  the debt  discount  over the
period the debt was issued to the date it becomes exercisable and has $19,600 in
interest expense for the year ended December 31, 2000.

NOTE 8 - COMMITMENTS
--------------------

The Company  leases its office  space and training  locations  under a renewable
operating  lease,  which  expires  in  September  2007.  Pursuant  to this lease
agreement,  the Company is also  responsible  for  maintaining  certain  minimum
insurance requirements and general utilities.

The  following  is a schedule  by years of future  minimum  rental  payments  as
required under operating leases that have  non-cancelable  lease terms in excess
of one year as of December 31, 2000:

             Years Ending
             December 31,
             ------------

                 2001                           $    274,000
                 2002                                291,000
                 2003                                324,000
                 2004                                324,000
                 2005                                341,000
                 Thereafter                          600,000
                                                ------------

                                                $  2,154,000
                                                ============

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

                                                                            F-21
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 8 - COMMITMENTS, CONTINUED
-------------------------------

Total rent expense was  approximately  $307,000 and $260,000 for the years ended
December 31, 2000 and 1999, respectively.

NOTE 9 - CONTRACTS
------------------

The Company entered into agreements with  RxAlternative  to develop two websites
starting  January 2000 and provide  monthly  technical  support and  maintenance
services over a period of one year.  Pursuant to these  agreements,  the Company
received 750,000 shares of RxAlternative's (a private company) restricted common
shares (4.17%  undiluted  interest of  RxAlternative)  valued at $1.15 per share
(based on recent  private sales of  RxAlternative  stock) for total  revenues of
$862,500. The Company was also granted 100,000 stock options to purchase 100,000
shares of common stock at $1.00 per share. In a separate agreement,  the Company
will  also  receive  $10,000  per month for  maintenance  services  for up to 40
man-hours of services rendered and plans to record this revenue over the term of
the  agreement  upon  satisfactory  completion  of services  and  acceptance  by
RxAlternative.  At December 31,  2000,  the Company  completed  its contact with
RxAlternative and recognized revenues of $862,500 for the year then ended.

In June 2000, the Company  entered into an agreement  with  Netbizex,  a company
that has certain  shareholders  in common  with the  Company,  to develop  three
websites for $250,000. At December 31, 2000,  approximately 80% of this work has
been  completed;  therefore,  the  Company  recognized  $200,000  of revenue and
$50,000 of deferred revenues under this agreement.

NOTE 10 - STOCK ACTIVITY
------------------------

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

In August 2000,  the  Company's  board of directors  authorized  the issuance of
10,000,000 shares of $0.001 par value preferred stock, of which 2,000,000 shares
were designated as Series A preferred  stock. The shares will have preference in
liquidation  of $1.00 per share before the holders of common  stock  receive any
distributions.  Each share is  convertible  into one share of common  stock with
adjustments to the conversion rate as defined in the Certificate of

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

                                                                            F-22
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 10 - STOCK ACTIVITY, CONTINUED
-----------------------------------

Designation of Series A Preferred Stock.  Each share of Series A preferred stock
will accrue a quarterly cumulative dividend of $0.025 per share. At December 31,
2000,  the Company  committed  to issue  1,000,000  shares of Series A preferred
stock at a price of $0.50 per share and an additional 350,000 shares of Series A
preferred  stock at a price of $1.00  per share for a total  gross  proceeds  of
$850,000.  The  Company  incurred  legal  costs and  commissions  of $136,160 in
connection with these issuances.

At  December  31,  2000,  the  Company  has  accrued  approximately  $40,000  of
cumulative preferred dividends.  In connection with the sale of preferred stock,
the  Company  issued  warrants  to provide a total of  230,000  shares of common
stock,  200,000  shares at $0.55 per share and 30,000 shares at $1.10 per share,
expiring  November 2003, to finders and  consultants.  The value of the warrants
(based on a Black-Scholes  computation) was $78,200,  which has been recorded as
an additional  preferred  stock dividend at December 31, 2000. In addition,  the
beneficial  conversion  price of $0.50 per share resulted in the  recognition of
$90,000 of preferred stock dividends in the year ended December 31, 2000.

Stock Issuances
---------------

In December 2000, the shareholders approved an increase in the authorized shares
of common stock to 100,000,000.

During December 1999, the Company  initiated a private  placement  offering (the
"December 1999 Private  Placement")  of 200,000  shares of the Company's  common
stock at an offering price of $0.25 per share. The Private  Placement was exempt
from the registration  provisions of the Securities and Exchange  Commission Act
of 1933 under Rule 504 of Regulation D. During the year ended December 31, 2000,
proceeds amounted to $50,000. The Company recorded an expense of $93,600 arising
from the sale of stock at less than fair value  during  the year ended  December
31, 1999.

Services Rendered
-----------------

Pursuant to three consulting agreements with related parties, the Company issued
233,334 restricted common shares for (i) services rendered during the year ended
December 31, 1999 in the amount of $375,001,  and (ii) from the  satisfaction of
$17,000 of accrued  consulting  fees for the year ended  December 31, 1998.  The
shares were recorded at fair value at the date of issuance.

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

                                                                            F-23
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 10 - STOCK ACTIVITY, CONTINUED
-----------------------------------

Conversion of Debt
------------------

Pursuant to loan agreements, the officer-stockholders converted $693,487 of debt
to equity at the rate of $0.20 per share into 3,467,435 restricted common shares
during  the year  ended  December  31,  1999,  recognizing  interest  expense of
$352,012 in fiscal 1999 relating to the beneficial conversion of these notes.

In May 2000,  the  Company  agreed to issue  833,333  shares of common  stock to
related  parties.  This issuance was in connection  with the conversion of notes
payable with a net book value of $224,000.  The beneficial  conversion  price of
$0.30 per share  resulted in the  recognition  of  $224,000 of interest  expense
during the year ended December 31, 2000.

NOTE 11 - OPTIONS AND WARRANTS
------------------------------

During March 1999, the Company granted 500,000 options with an exercise price of
$0.25 per share to a  consultant.  The  Company  recorded an expense of $630,000
during the year ended  December 31, 1999 as required under SFAS 123. Also during
March 1999,  200,000 of these options were  cancelled and the remaining  300,000
options were exercised for gross proceeds of $75,000.

On November 11, 1999, the Company granted 424,000 options to purchase restricted
shares of the Company's common stock at $1.00 per share (above fair value on the
date of grant) to select employees,  consultants and non-employee directors. The
options were not issued under a formal plan,  as the Company has not yet adopted
an option plan.  The options have a three-year  term and are  exercisable  on or
after January 1, 2000.  Compensation  expense of $11,375 has been recorded under
SFAS 123 for options granted to a related-party consultant.

During  November  1999,  the Company  granted  300,000 common stock options to a
current  shareholder/corporate  counsel  at a cash  exercise  price of $0.75 per
share.  Pursuant to this  agreement,  the stock options will vest at the rate of
one  common  stock  option  for $1 of legal and  consulting  fees  billed to the
Company at various times.  The shareholder has agreed to accept these options in
lieu of payment for these legal  services.  During the years ended  December 31,
2000 and 1999, 240,000 and 60,000 options,  respectively,  had vested, for which
accrued legal expense of $240,000 and $60,000,  respectively, has been recorded.
The options expire,  if not exercised,  on the fifth year after the presentation
of the legal and consulting bills to the Company.

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

                                                                            F-24
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 11 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

During the year ended  December 31, 2000, the Company issued options to purchase
1,076,000  shares at $1.00 per share to  employees,  directors and various third
parties.  As the fair  value  was less than the  exercise  price on the dates of
grant,  no expense was recorded under APB 25 for options issued to employees and
directors;  $37,630 of expense was recorded under SFAS 123 for options issued to
various third  parties.  Subsequent to December 31, 2000,  the Company  canceled
options to purchase 616,667 shares due to the termination of the employees.

The following is a summary of all options  granted to  employees,  directors and
consultants  to acquire the  Company's  common stock as of December 31, 2000 and
1999:

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                    ------------------------------------------------------
                                               2000                        1999
                                    -------------------------    -------------------------
                                                   WEIGHTED                      WEIGHTED
                                                    AVERAGE                       AVERAGE
                                                   EXERCISE                      EXERCISE
                                      SHARES         PRICE         SHARES          PRICE
                                    ----------     ----------    ----------     ----------
<S>                                 <C>            <C>           <C>            <C>
Balance, beginning of year             724,000     $     0.90            --     $       --
      Granted                        1,247,000           1.00     1,224,000           0.63
      Canceled                        (171,000)          1.00      (200,000)          0.25
      Exercised                             --             --      (300,000)          0.25
                                    ----------     ----------    ----------     ----------

Balance, end of year                 1,800,000     $     0.96       724,000     $     0.90
                                    ==========     ==========    ==========     ==========

Exercisable at end of year             631,000     $     0.88        60,000     $     0.75
                                    ==========     ==========    ==========     ==========
</TABLE>


The following table summarizes  information  about stock options  outstanding at
December 31, 2000:

                                  Outstanding                  Exercisable
                           -------------------------     -----------------------
                            Weighted
                             Average        Weighted                    Weighted
Range of                    Remaining       Average                     Average
Exercise       Total       Contractual      Exercise                    Exercise
  Price       Options         Life           Price         Total         Price
--------     ---------     -----------      --------     ---------      --------

$   0.75       300,000         4.6          $   0.75       300,000      $   0.75
    1.00     1,500,000           3              1.00       331,000          1.00
             ---------                      --------     ---------      --------

             1,800,000                      $   0.96       631,000      $   0.88
             =========                      ========     =========      ========

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

                                                                            F-25
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 11 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

If the  Company  had elected to  recognize  compensation  cost based on the fair
value of the options  granted to employees as  prescribed  by SFAS 123, net loss
and loss per share would have been increased to the pro forma amounts  indicated
in the table below for the years ended December 31:

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

     Net loss - as reported                  $ (1,099,297)    $ (3,122,029)
     Net loss - pro forma                    $ (1,143,547)    $ (3,308,909)
     Loss per share - as reported            $      (0.12)    $      (0.42)
     Loss per share - pro forma              $      (0.12)    $      (0.44)

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions:

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

     Expected dividend yield                           0%               0%
     Expected stock price volatility             308-314%              70%
     Risk free interest rate                         6.5%             6.5%
     Expected life of options                     3 years        3-5 years

This option  valuation  model requires input of highly  subjective  assumptions.
Because the Company's employee stock options have characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input  assumptions  can  materially  affect the fair market value  estimate,  in
management's opinion, the existing model does not necessarily provide a reliable
single measure of fair value of its employee stock options.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the option's vesting period.

The weighted  average fair value of options  granted to employees  during fiscal
year 2000 and 1999 is $0.58 and $0.73, respectively.

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

                                                                            F-26
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 11 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

Stock Warrants

In December  1999,  the Company  issued  100,000  warrants  in  connection  with
related-party  notes payable (see Note 6). In addition,  during fiscal 2000, the
Company issued 101,251  warrants in connection with the related party notes (see
Note 6) and 230,000  warrants in  connection  with the Series A preferred  stock
(see Note 10).

The following is a summary of all warrants granted to shareholders,  consultants
and others to acquire the  Company's  common  stock as of December  31, 2000 and
1999:

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                    ------------------------------------------------------
                                               2000                        1999
                                    -------------------------    -------------------------
                                                   WEIGHTED                      WEIGHTED
                                                    AVERAGE                       AVERAGE
                                                   EXERCISE                      EXERCISE
                                      SHARES         PRICE         SHARES          PRICE
                                    ----------     ----------    ----------     ----------
<S>                                 <C>            <C>           <C>            <C>

Balance at beginning of year           100,000     $     0.80            --     $       --
      Granted                          331,251           0.68       100,000           0.80
      Canceled                              --             --            --             --
      Exercised                             --             --            --             --
                                    ----------     ----------    ----------     ----------

Balance, end of year                   431,251     $     0.70       100,000     $     0.80
                                    ==========     ==========    ==========     ==========

Exercisable at end of year             431,251     $     0.70       100,000     $     0.80
                                    ==========     ==========    ==========     ==========
</TABLE>

The following table summarizes  information about stock warrants  outstanding at
December 31, 2000:

                                  Outstanding                  Exercisable
                           -------------------------     -----------------------
                            Weighted
                             Average        Weighted                    Weighted
Range of                    Remaining       Average                     Average
Exercise       Total       Contractual      Exercise                    Exercise
  Price      Warrants         Life           Price         Total         Price
--------     ---------     -----------      --------     ---------      --------

 $0.55         200,000         3            $   0.55       200,000      $   0.55
  0.80         201,251         3.5              0.80       201,251          0.80
  1.10          30,000         3                1.10        30,000          1.10
             ---------                      --------     ---------      --------
               431,251                      $   0.70       431,251      $   0.70
             =========                      ========     =========      ========

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

                                                                            F-27
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 11 - OPTIONS AND WARRANTS, CONTINUED
-----------------------------------------

The value of the fiscal year 2000 and 1999 warrants are estimated on the date of
grant using the Black-Scholes pricing model with the following assumptions:

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

     Expected dividend yield                           0%               0%
     Expected stock price volatility             308-324%              70%
     Risk free interest rate                         6.5%             6.5%
     Expected life of warrants                    3 years          5 years

NOTE 12 - INCOME TAXES
----------------------

The provision for taxes  represent the Company's  federal  income and California
state  franchise  tax  expense.  During the year ended  December  31,  2000,  no
provision for taxes was required,  except for minimum California state franchise
tax, since the Company has recorded  valuation  allowances against its large net
operating loss carryforwards for tax purposes. The valuation allowance increased
by  approximately  $550,000 and  $1,244,000  during the years ended December 31,
2000 and 1999, respectively.

Differences  between  the  provision  for income  taxes and income  taxes at the
statutory  federal  income tax rate of 34% for the years ended December 31, 2000
and 1999 are as follows:

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

     Income tax benefit at federal
       statutory rate                            $   (469,355)    $ (1,061,490)
     State tax benefit, net of federal effect         (80,542)        (182,152)
     Increase in valuation allowance                  549,897        1,243,642
                                                 ------------     ------------

                                                 $         --     $         --
                                                 ============     ============

For both  Federal  and  California  state  income  tax  purposes,  approximately
$5,900,000 of net operating  loss  carryforwards  exist to offset future taxable
income.  These  carryforwards  start to expire in 2018 for Federal  purposes and
2003 for  California  state  purposes,  respectively.  No tax  benefit  has been
reported in the accompanying financial statements.  Accordingly, at December 31,
2000, the $2,400,000 tax benefit of the cumulative carryforwards has been offset
by a valuation allowance of the same amount.

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

                                                                            F-28
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 13 - DISCONTINUED OPERATIONS
---------------------------------

In December 2000, the Company entered into an agreement with a consulting  group
to sell  all of the  stock  of  International  Wireless  Control  Systems,  Inc.
("IWCS"), a wholly owned subsidiary,  for $500,000.  Under Accounting Principles
Board Opinion No. 30, this  subsidiary  represented a segment of the Company and
thus discontinued  operations  treatment is applicable.  Included in the gain on
disposition  were net  assets  of the  discontinued  segment  on the date of the
agreement of $11,312.  Loss from operations of the discontinued segment prior to
its disposition was approximately $208,000 for the year ended December 31, 2000.

NOTE 14 - LOSS PER SHARE
------------------------

Basic and diluted loss per common share is computed as follows:

<TABLE>
<CAPTION>
                                                                             2000             1999
                                                                         ------------     ------------
<S>                                                                      <C>              <C>
     Numerator for basic and diluted loss per common share:
          Net loss from continuing operations before
            discontinued operations                                      $ (1,380,456)    $ (3,122,029)
          Preferred dividends, including warrants granted
            in connection with preferred shares                              (117,922)              --
          Beneficial conversion of preferred shares                           (90,000)              --
                                                                         ------------     ------------

                Net loss available from continuing operations
                  available to common stockholders                         (1,588,378)      (3,122,029)

          Discontinued operations                                             281,159               --
                                                                         ------------     ------------

                Net loss available to common stockholders                $ (1,307,219)    $ (3,122,029)
                                                                         ============     ============

     Denominator for basic and diluted loss per common share:
          Weighted average common shares outstanding                       11,564,703        7,488,544
                                                                         ============     ============

          Net loss per common share available to common stockholders:
                Continuing operations                                    $      (0.14)    $      (0.42)
                Discontinued operations                                          0.02               --
                                                                         ------------     ------------

                                                                         $      (0.12)    $      (0.42)
                                                                         ============     ============
</TABLE>

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

                                                                            F-29
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 15 - SEGMENT INFORMATION
-----------------------------

The Company's principal segments are:

     -    Provide  education  through  distant  learning  environment  using the
          internet and traditional  classroom settings,  and permanent placement
          of technical personnel with the Company's customers.

     -    Provide corporation e-commerce solutions through web consulting.

Financial  information  about  industry  segments  as of and for the year  ended
December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                          2000             1999
                                                      ------------     ------------
<S>                                                   <C>              <C>
     Operating revenue:
             Education and placement                  $  2,816,871     $  2,280,489
             Technology consulting                       1,476,257               --
                                                      ------------     ------------
                                                      $  4,293,128     $  2,280,489
                                                      ============     ============

     Net income (loss) from continuing operations:
             Education and placement                  $   (202,186)    $ (1,589,089)
             Technology consulting                         529,172               --
             Corporate                                  (1,707,442)      (1,532,540)
                                                      ------------     ------------
                                                      $ (1,380,456)    $ (3,122,029)
                                                      ============     ============

     Identifiable assets:
             Education and placement                  $    976,529     $  1,287,325
             Technology consulting                       1,568,062               --
             Corporate                                      30,683           69,183
                                                      ------------     ------------
                                                      $  2,575,274     $  1,356,508
                                                      ============     ============

     Depreciation and amortization:
             Education and placement                  $    308,000     $    278,611
             Technology consulting                         125,000               --
             Corporate                                       8,000            8,000
                                                      ------------     ------------
                                                      $    441,000     $    285,611
                                                      ============     ============
</TABLE>

All interest expense and non-cash charges for options and stock compensation for
fiscal 2000 and 1999 are corporate expenses.

Identifiable assets by segment are assets used in or otherwise identifiable with
the Company's operations in each segment.

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

                                                                            F-30
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 16 - PRIOR PERIOD ADJUSTMENT
---------------------------------

The Company,  after filing its Form 10-SB and during the comment period with the
Securities and Exchange Commission,  recorded additional expenses in fiscal 1999
and 1998 arising from differences in determination of fair value of common stock
and beneficial conversion feature of debt to equity. A summary is as follows:

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31, 1999
                                                                -----------------------------
                                                                                   NET LOSS
                                                                  NET LOSS         PER SHARE
                                                                ------------     ------------
     Statement of Operations
     -----------------------
<S>                                                             <C>              <C>
     As previously presented                                    $ (1,746,041)    $      (0.23)

     Adjustments:
         Beneficial conversion feature of debt to equity,
           recorded as interest expense                             (352,012)
         Amortization of debt issue cost as interest expense          (2,000)
         Additional expense recognized from sale of
           stock at less than fair value                             (93,600)
         Additional expense recognized from stock options
           granted to consultants                                   (641,375)
         Additional expense recognized from stocks
           issued for services at less than fair value              (287,001)
                                                                ------------

                Total adjustments                                 (1,375,988)           (0.19)
                                                                ------------     ------------

     As restated for adjustments, net of tax                    $ (3,122,029)    $      (0.42)
                                                                ============     ============

     Accumulated Deficit
     -------------------

     Accumulated deficit, beginning of year,
       as previously presented                                  $ (1,565,791)
     Net loss, as previously presented                            (1,746,041)
     Adjustments - 1998                                             (859,475)
                 - 1999                                           (1,375,988)
                                                                ------------

     Accumulated deficit, end of year, as restated              $ (5,547,295)
                                                                ============
</TABLE>

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

                                                                            F-31
<PAGE>

                                                               INETVISIONZ, INC.
                                       (FORMERLY KNOWN AS INETVISIONZ.COM, INC.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

================================================================================

NOTE 17 - SUBSEQUENT EVENTS
---------------------------

In March 2001,  the  Company  entered  into an  agreement  with  Laguna  Pacific
Partners,  LLP  ("Laguna"),  a  related  party,  in which the  Company  received
$100,000.  Per the agreement,  the Company entered into a repayment plan in four
installments  through July 2001.  Should the Company  become  delinquent  in any
payments, the Company will incur a penalty of $1,000 per day until the funds are
collected.  The loan is secured by substantially all of the Company's assets and
guaranteed by one of the Company's significant  shareholders.  In addition,  the
President and the significant  shareholder  have pledged three million shares of
their  holdings  in the Company to secure  repayment.  Laguna  received  150,000
shares of Company  common  stock  from  another  shareholder  upon  funding  the
agreement and will receive  warrants to acquire  60,000 shares of Company common
stock at $0.01  per  share in lieu of  interest.  The  value of the  warrant  is
estimated at $10,800 and will be recorded as interest expense in fiscal 2001.

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

                                                                            F-32