SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB


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

                      For the year ended December 31,1999.

                         Commission File Number 000-28737

                         COMBINED COMPANIES CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    95-4737491
         ------------                                 -------------
    (State of organization)                         (I.R.S. Employer
                                                    Identification No.)

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

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



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

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


<PAGE>

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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

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

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 412,500.

                     Documents incorporated by reference:     None



                                       2


<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  8

Item   3.      Legal Proceedings                                           8

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

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         9

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         9

Item   7.      Financial Statements                                       10

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                        10

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                        10

Item  10.      Executive Compensation                                     12

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             12

Item  12.      Certain Relationships and Related Transactions             13

Item  13.      Exhibits and Reports on Form 8-K                           14

Signatures                                                                15


                                       3


<PAGE>

                                     PART I


Item   1.      Business

The Company
-----------
     Combined Companies Corporation  ("Combined Companies" or the "Company") was
incorporated in Delaware April 27, 1998. It will be an online  retailer  focused
on baby products for expectant parents and their newborns.  It will offer a vast
assortment of over 1200 carefully  selected  products and an easy-to-use  online
shopping  environment.  It will provide expert buyer's guides,  in-depth product
descriptions and personalized product recommendations,  to help parents and gift
givers find quality  products  and make  informed  decisions  about their babies
needs and safety.

     The Company is creating and will  maintain an online  "store" for retailing
baby  products,  procuring  and  fulfilling  the  product  orders and  providing
customer  service for the new and  expecting  parent  community.  The  Company's
objective  is to offer a full line of quality baby  products and baby gifts,  to
provide friendly,  responsive customer service to an anticipated rapidly growing
customer base and to take advantage of the significant  opportunity  within this
market.

     As  part  of the  Company's  strategy  to  offer  a  complete  line of baby
products,  it is looking to enter into an agreement with an established  company
which would agree to merchandise the Company's anticipated website,  procure and
provide  inventory  to be offered for sale and fulfill all of its future  online
orders. This arrangement would provide an experienced  inventory and fulfillment
partner  with  strong  purchasing  and   merchandising   skills  and  tremendous
experience in the baby products industry.

     The Company  intends to launch its website with a fresh logo,  color scheme
and user interface.  The Company  believes that it will offer one of the easiest
and  most   user-friendly   shopping   experiences   available   in  the  online
baby-retailing  category.  It intends to  implement  a broad  array of  scalable
systems for website management, search, customer service, electronic transaction
management and data interchange, email, order processing, payment processing and
office administration services.

     The Company intends to sign a number of exclusive retailing agreements with
manufacturers and/or distributors who make unique and desirable products for the
baby market.

Online Retailing of Baby Products
---------------------------------
     The   Internet   is  an   increasingly   significant   global   medium  for
communication,  content  distribution  and online  commerce.  Growth in Internet
usage has been  fueled by a number of factors,  including  the large and growing
installed base of personal computers in the workplace and home,  advances in the
performance and speed of personal computers and modems,  improvements in network
infrastructure,  easier  and  cheaper  access  to  the  Internet  and  increased
awareness of the Internet among businesses and consumers.


                                       4
<PAGE>


     The  worldwide  baby product  industry is large,  growing  rapidly,  and is
highly fragmented.  The U.S. market for baby gear (apparel, infant care, nursery
and  furniture,  toys and food products) is estimated in excess of $18.0 billion
in annual  sales.  The baby gear market is large and stable  with  approximately
four million new babies born each year.  Product margins in the baby gear market
are  attractive - as new parents  typically  base purchase  decisions on safety,
quality and recommendations.  The average family spends over $7,000 in the first
year of a baby's life - and, with  increasingly busy lifestyles and over half of
all new mothers  working  prior to delivery,  online  sales of baby  products is
expected to continue to expand.

         Manufacturers sell baby products both directly to retailers and through
a network of distributors and buying groups. There are many thousands of smaller
independent  stores  selling baby  products in the U.S. that  typically  carry a
limited  selection of products in a small selling  space.  These  retailers have
recently come under intense competitive pressure from the larger stores.

         Physical  store-based  baby  product  retailers  must make  significant
investments  in inventory,  real estate and personnel for each retail  location.
This  capital and real estate  intensive  business  model,  among other  things,
limits the amount of inventory that can be economically carried in any location.

         The Company  believes  that the baby product  industry is  particularly
suited to online retailing for the following reasons:

SHELF SPACE - An online store has virtually  unlimited  online "shelf space" and
can offer customers a vast selection of products through an efficient search and
retrieval  interface.  Combined  Companies' website will be organized in a clear
and  logical  fashion  that will allow  browsers  to quickly and easily find the
product line for which they are searching.  This is particularly valuable in the
baby products market because the extraordinary  number of choices precludes even
the largest physical store from economically stocking more than a small minority
of available products.

COMPLEX PRODUCTS - As a result of the complex nature and  often-limited  initial
knowledge  of  consumers  with  respect to baby  products,  sales  personnel  in
traditional baby stores often need to spend excessive  amounts of time educating
the consumer.  This results in the need to hire  above-average  numbers of sales
people to properly service any given store's customers effectively.  In response
to this  circumstance,  the Company will develop and then continue to update its
"expert  suggestion"  and "how to" buying  guides  which will  provide  valuable
information for first-time buyers who need advice and guidance on which products
are the most appropriate for their needs. The use of the Internet will allow the
Company to provide  significantly  more information  with greater  accessibility
than traditional brick and mortar retailers including product reviews, editorial
comments and gift recommendations by product category and price.

LOCAL  VS.  GLOBAL  REACH  - By  serving  a  large  and  global  market  through
centralized  distribution  and  billing  operations,  online  stores can realize
significant  structural cost advantages as compared to traditional  stores.  The
Company  believes  that its future  design will be an online store that provides
consumers  with a convenient  and enjoyable  shopping  experience in a Web-based
retail environment. Key elements of the shopping solution will include:


                                       5
<PAGE>



     SHOPPING  CONVENIENCE  - The  Company's  online  store will be available 24
hours a day, 7 days a week from the convenience of the shopper's home or office.

     EXTENSIVE PRODUCT SELECTION AND NOVEL MERCHANDISING - The site will offer a
complete  array of baby  products  from both  traditional  brands and  specialty
manufacturers.

     HELPFUL SHOPPING SERVICES - To assist its shoppers,  the website will offer
product   reviews   from   experts  and   consumers,   descriptions,   pictures,
recommendations,   gift  suggestions  and  sophisticated   browsing  and  search
technology.

     INDUSTRY  LEADING  CUSTOMER SERVICE - The Company is committed to providing
the highest level of customer service  available on the Internet.  It will offer
pre- and post-sales support via telephone, email and fax.

Marketing/Branding Strategy
---------------------------
     The Company  recognizes the value of integrating the three C's of eTailing,
namely,  community,  content and  commerce  into one Website.  As a result,  the
Company  intends  to  develop  what it  believes  to be a unique  strategy  that
Management  believes  will  effectively   differentiate  the  Company  from  its
competition.  Furthermore,  it is believed  that this  strategy  will enable the
Company to build and  continue  to grow the  traffic  to its  future  site while
increasing  the  "stickiness"  of the site and thus  providing  the Company with
multiple opportunities to sell product to the established user base.

     Due to the unique  attributes of the  pregnancy/baby  market  segment as it
relates to the  Internet,  the  Company  believes  that  providing  content  and
community itself is not a desirable  business model. While the Company's primary
competitors   have  focused  on  providing   community,   content  and  commerce
themselves,    Combined    Companies   will   attempt   to   successfully   form
marketing/commerce    partnerships    with   a    number    of   high    profile
community/content-only  pregnancy - related Web sites. The Company believes that
targeting  the  baby/pregnancy  community/content  sites  and  signing  them  to
exclusive advertising/content partnerships will be the most effective use of its
marketing  resources.  Furthermore,  by partnering with these  community/content
sites as opposed to offering its own content,  the Company believes that it will
be seen as a value-added partner to many of the Internet's  baby/pregnancy sites
as opposed to a direct competitor. The Company believes that this business model
will enable it to form additional  partnerships in the future with  content-only
sites that otherwise would not be willing to become affiliated with the Company.

Advertising
-----------
     The Company's marketing and promotion strategy will be designed to:

          Build brand  recognition;  Attract  consumer  traffic to its Web site;
          Attract  customers;  Build strong  customer  loyalty;  Maximize repeat
          purchases; and Develop additional ways to increase its sales.


                                       6
<PAGE>


     Once the  Company  begins  the  launch of its  website,  a highly  targeted
marketing  program,  currently in development,  will be unveiled.  This campaign
will include banner  advertisements on certain targeted search engines,  keyword
purchases of the words "baby", "baby products", "strollers", "cribs", "carseats"
and "baby gifts",  email  advertisements to the potential customers generated by
the sweepstakes databases, certain print advertisements and direct mail drops to
targeted  geographic  areas.  Additionally,   the  Company  will  have  a  broad
representation  on all of its  community/content  Partner's  sites with banners,
buttons and other links to its site.

Customer Service
----------------
     The Company  intends to deliver  superior  customer  service by focusing on
providing  consumers  with  selection,  convenience  and content  through a vast
assortment of products at competitive prices. It will deliver these key benefits
in a convenient  shopping experience via a user-friendly  website interface.  In
contrast  to the  majority  of  e-commerce  companies,  Combined  Companies  has
consciously decided to create its customer service functions in-house instead of
outsourcing  these  services.  The Company  firmly  believes  that  friendly and
responsive  customer  service is an avenue for building  brand  recognition  and
customer  loyalty  within the baby  space and that  operating  its own  customer
service department is crucial in that endeavor.

     The Company  intends to allocate  significant  resources to the development
and expansion of the customer  service  function.  It believes that, in general,
attentive,  proactive customer service is an absolutely  essential  component of
any  e-commerce  business  model and,  in  particular,  the baby  product  space
requires  superior  customer  service.  Additionally,  the Company's feels that,
almost without  exception,  browsers that will use customer  service will become
its  customers.  Accordingly,  as  previously  discussed,  due to the  perceived
importance  of the  customer  service  experience  in the  baby  product  buying
experience,  it is the Company's intention to actively develop and then maintain
the operations of the Customer Service Department within the Company.

New Business Initiatives
------------------------
     The Company is presently  analyzing  and  identifying  potential  strategic
Internet  partners that could be a source of established  "captive"  traffic and
customers.  The Company intends to pursue a strategy of partnering with existing
content/community  sites and hopes to consummate additional similar arrangements
in the near  future.  It is the  Company's  belief  that,  upon  execution  of a
strategic  "partnership" as previously discussed, it will take approximately two
to three months to be fully integrated and incorporated  with the "partner" site
and to begin reaping the benefits of the arrangement.

Canada
------
     The  Company  believes  that  the  Canadian  marketplace  for baby and baby
related  merchandise is very similar to that of the United  States.  The Company
has recognized that the Canadian market does present a few specific challenges.


                                       7
<PAGE>


     Research  indicates  that the  Canadian  consumer is anxious and willing to
purchase  merchandise  over the  Internet  however,  he/she  desires to purchase
"Canadian".  Due to  currency  adjustments  and  product  safety  standards  and
certification,  the Canadian  consumer is desirous of purchasing from a Canadian
source.  Accordingly,  the  Company  has  initiated  a  search  for  a  Canadian
merchandising partner.

Spanish/Latin Market
--------------------
     The  Company  believes  that the  Spanish/Latin  market in the US and South
America is a large and rapidly growing market segment that currently has limited
options  in  terms  of   pregnancy   information   and   e-commerce   offerings.
Spanish-speaking  Internet  users were forecast to reach more than 40 million in
Latin  America,  the United States and Spain by the end of 2000  according to an
International  Data Corp.  study.  Internet  users in Latin  America  alone were
expected to rise more than 50 percent in 1999 to 8.5 million.

     The Company intends to launch a Spanish language version of its anticipated
website in order to gain the "first mover  advantage" in this  under-served  yet
expanding e-commerce space.



Item   2.      Properties

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



Item   3.      Legal Proceedings

Combined  Companies  Corporation  is not  currently a party to any pending legal
proceedings.



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

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


                                       8
<PAGE>


                                     PART II

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

     The  Company  registered  its  common  stock on a Form  10-SB  Registration
Statement on a voluntary  basis,  which  became  effective on February 28, 2000.
There is currently no market for Combined Companies's securities.

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


RECENT SALES OF UNREGISTERED SECURITIES


     At the time of  incorporation,  Combined  Companies  issued  100  shares of
common stock to PageOne  Business  Productions,  LLC ("PageOne") in exchange for
consulting services valued at $1.00.

     In March  1999,  Combined  Companies  issued 900 shares of common  stock to
Appletree Investment Company, Ltd.  ("Appletree") and 100 shares of common stock
to Page One.  The  purchase  price for these  shares  was $1.00 per  share.  The
purchases were made pursuant to a Rule 504 Private Placement Offering. There was
no  underwriter  or  placement  agent  involved  in the  offer  or sale of these
securities and there was no public  solicitation  or  advertisement  by Combined
Companies  in  connection  with  the  offer  or sale of  these  securities.  The
foregoing  issuances of common stock were exempt from registration  under of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.



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

RESULTS OF OPERATIONS

     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this Registration Statement.  For the period since inception (April 27, 1998)
through December 31, 1999, during the Company's  development  stage, the Company
has a zero cash balance and has generated a net loss of ($1,096).


                                       9
<PAGE>


FINANCIAL CONDITION AND LIQUIDITY

     The Company has limited  liquidity  and has an ongoing  need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock,  and has issued  412,500 shares of Common
Stock for net proceeds of $1,001.00.

PLAN OF OPERATION

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



Item   7.      Financial Statements

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



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

     Not Applicable


                                    PART III


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

The following table sets forth certain information with respect to the directors
and executive officers of 1 Solution.

Name                                   Age(1)       Position
----                                   ---          --------
George Todt........................    46           Director
Mary Elizabeth Rowbottom...........    28           President and Secretary
Jim Walters........................    47           Treasurer


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


                                       10
<PAGE>


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

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

     James Walters has been the Treasurer of Combined Companies since July 1999.
For more than 20 years,  Mr.  Walters  has been  engaged as a  certified  public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.

     Mary Elizabeth  Rowbottom  became  Secretary of Combined  Companies in July
1999 and President in October 1999.  She has been employed by PageOne since 1997
and has served as its Vice  President  since March 1999.  From 1994 to 1997, Ms.
Rowbottom served as a talent agent at HSI Productions, a Chicago, Illinois-based
video production company.

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



               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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


                                       11
<PAGE>


Item  10.      Executive Compensation

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



Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

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

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

Appletree Investment Company, Ltd            412,500(3)               100.00%

PageOne Business Productions, LLC             75,000                   10.00%

George Todt                                   75,000(4)                10.00%

Besty Rowbottom                               75,000(4)                10.00%

James Walters                                 75,000(4)                10.00%

All officers and directors as a group         75,000(4)                10.00%
(3 persons)


------------------------
(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Combined Companies Corporation, 22147 Pacific Coast Highway, Suite
     4, Malibu, CA 90265.


                                       12
<PAGE>


(2)  Unless otherwise  indicated,  Combined  Companies believes that all persons
     named in the table have sole voting and  investment  power with  respect to
     all shares of common stock  beneficially  owned by them. A person is deemed
     to be the  beneficial  owner of  securities  which may be  acquired by such
     person within 60 days from the date of this registration statement upon the
     exercise of options,  warrants or convertible  securities.  Each beneficial
     owner's  percentage  of  ownership is  determined  by assuming all options,
     warrants or  convertible  securities  that are held by such person (but not
     held by any other person) and which are  exercisable or convertible  within
     60 days of this  registration  statement  have been exercised or converted.
     Percent of Class (third column above)  assumes a base of 412,500  shares of
     common stock outstanding as of December 31, 1999.

(3)  Consists of 337,500 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  75,000  shares  held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.

(4)  Consists  solely of 75,000 shares of common stock held by PageOne  Business
     Productions, LLC, a Delaware limited liability company, of which Mr. George
     Todt,  Mr.  Walters and  Appletree  Investment  Company,  Ltd. are managing
     members and Ms. Rowbottom is Vice President.



Item  12.      Certain Relationships and Related Transactions

     In March  1999,  Combined  Companies  issued 100 shares of common  stock to
PageOne,  of which George Todt and James  Walters are  managing  members and Ms.
Rowbottom is Vice President. The purchase price was $1.00 per share.


                                       13
<PAGE>



Item  13.      Exhibits and Reports on Form 8-K

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

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

               BALANCE SHEET AS OF DECEMBER 31, 1999

               STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM APRIL 27, 1998  (INCEPTION)  TO DECEMBER  31,
               1999

               STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD
               FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999

               STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM APRIL 27, 1998  (INCEPTION)  TO DECEMBER  31,
               1999

               NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999

(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-28737)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's  Registration  Statement  on  Form  10-SB  12(g),  File  No.
          000-28737)

27.1      Financial Data Schedule



                                       14
<PAGE>



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


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of:
 Combined Companies Corporation

We have audited the accompanying balance sheet of Combined Companies Corporation
(a development stage company) as of December 31, 1999 and the related statements
of operations,  changes in stockholders'  deficiency and cash flows for the year
then ended and for the period from April 27, 1998  (inception)  to December  31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly in all
material respects,  the financial position of Combined Companies  Corporation (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
April 27, 1998  (inception)  to December 31, 1999, in conformity  with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has accumulated  operating losses of $1,096 since inception and a
working capital  deficiency of $95. These factors raise  substantial doubt about
its ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


                                           WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2000

                                      F-1

<PAGE>



                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999



3

                                     ASSETS


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



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
   Loan payable to principal stockholder                            $     95
                                                                    ----------

STOCKHOLDERS' DEFICIENCY

   Preferred stock, $0.001 par value, 8,000,000 shares
     authorized, none issued and outstanding                             -
   Common stock, $0.001 par value, 100,000,000 shares
    authorized, 412,500 issued and outstanding                           412
   Additional paid-in capital                                            589
   Accumulated deficit during development stage                       (1,096)
                                                                    ----------

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

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






                 See accompanying notes to financial statements

                                      F-2

<PAGE>


                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                                  April 27, 1998
                                                    Year Ended    (Inception) to
                                                   December 31,     December 31,
                                                      1999              1999
                                                   -------------   -------------

REVENUES                                                     -        $     -
                                                   -------------   -------------

EXPENSES

   Accounting fees                                           500            500
   Bank charges                                               95             95
   Consulting fees                                           -                1
   Legal fees                                                500            500
                                                   -------------   -------------

NET LOSS                                               $  (1,095)     $  (1,096)
                                                   =============   ============

   Net loss per share - basic and diluted              $   (.003)     $   (.005)
                                                   =============   ============

   Weighted average number of shares
    outstanding during the  period -
    basic and diluted                                    312,842        201,181
                                                   =============   ============
















                 See accompanying notes to financial statements

                                      F-3

<PAGE>


                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
       FOR THE PERIOD FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                         Accumulated
                                                     Common Stock           Additional     During
                                                 ---------------------       Paid-In      Development
                                                  Shares      Amount         Capital         Stage         Total
                                                 ---------   ---------    -----------    ------------     --------

<S>                                              <C>          <C>         <C>            <C>              <C>

   Common stock issued for services               37,500      $    37     $    (  36)    $         -      $      1

   Net loss for the year ended December 31,
   1998                                              -            -              -               (  1)        (  1)
                                                 ---------   ---------    -----------    ------------     --------
  Balance, December 31, 1998                      37,500           37          (  36)            (  1)          -

  Common Stock issued for cash                   375,000          375            625               -         1,000

   Net Loss for the year ended December 31,
   1999                                              -            -              -             (1,095)      (1,095)
                                                 ---------   ---------    -----------    ------------     --------
Balance at December 31, 1999                     412,500     $    412     $     589      $     (1,096)    $ (   95)
---------------------------                      =========   =========    ===========    =============    ========
</TABLE>











                 See accompanying notes to financial statements

                                      F-4

<PAGE>


                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS




                                                                  April 27, 1998
                                                    Year Ended    (Inception) to
                                                   December 31,    December 31,
                                                      1999             1999
                                                 ---------------  --------------
Cash flows from operating activities
   Net loss                                      $       (1,095)    $   (1,096)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
   Common stock issued for services                        -                 1
                                                  ---------------    -----------
   Net cash used in operating activities                 (1,095)        (1,095)
                                                  ---------------    -----------

Cash flows from financing activities
   Proceeds from issuance of common stock                 1,000          1,000
   Loan proceeds from principal stockholder                  95             95
                                                  ---------------    -----------
   Net cash provided by financing activities              1,095          1,095
                                                  ---------------    -----------

NET INCREASE IN CASH                                       -              -

CASH AND CASH EQUIVALENTS -
BEGINNING                                                  -              -
                                                  ---------------    -----------

CASH AND CASH EQUIVALENTS -
ENDING                                            $        -         $    -
                                                  ===============    ===========












                 See accompanying notes to financial statements

                                      F-5
<PAGE>

                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

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

          (A)  Organization and Description of Business
          ---------------------------------------------
          Combined  Companies  Corporation  (a  development  stage company) (the
          "Company") was incorporated in the State of Delaware on April 27, 1998
          to engage in an  internet-based  business.  At December 31, 1999,  the
          Company had not yet commenced any revenue-generating  operations,  and
          all activity to date relates to the Company's formation, proposed fund
          raising and business plan development.

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

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

          (C) Cash and Cash Equivalents
          -----------------------------
          For purposes of the cash flow  statements,  the Company  considers all
          highly liquid investments with original  maturities of three months or
          less at time of purchase to be cash equivalents.

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

                                       F-6
<PAGE>

                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

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

          (E)  Loss Per Share

          Net loss per common share for the year ended December 31, 1999 and for
          the period from April 27,  1998  (inception)  to December  31, 1999 is
          computed based upon the weighted average common shares  outstanding as
          defined  by  Financial  Accounting  Standards  No. 128  "Earnings  Per
          Share". There were no common stock equivalents outstanding at December
          31, 1999.

NOTE  2   LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
-------   -------------------------------------
          The loan payable to principal  stockholder  is a  non-interest-bearing
          loan payable to PageOne Business  Productions,  LLC. The amount is due
          and payable on demand.

NOTE  3   STOCKHOLDERS' DEFICIENCY
-------   ------------------------
          The Company was originally  authorized to issue 2,000 shares of common
          stock  at $.01  value.  The  Company  issued  900 and  200  shares  to
          AppleTree Investment Company,  Ltd. and PageOne Business  Productions,
          LLC, respectively.

          Management  filed an amendment to the articles of  incorporation  with
          the State of Delaware, which increased the number of authorized common
          shares  to  100,000,000,  effected  a 375  to 1  split  of  the  1,100
          previously  issued  common  shares and  created  8,000,000  authorized
          shares of preferred  stock,  of which the  issuance,  rights and other
          terms are to be  determined by the  Company's  Board of Directors.  In
          addition,  the par value of the common stock was changed to $0.001 per
          share and the par value of the new  preferred  stock was set at $0.001
          per share.

          The financial  statements at December 31, 1999 give retroactive effect
          to common stock split,  new authorized  share amounts,  and par values
          enumerated in the amended  certificate of incorporation.  No preferred
          shares have been issued as of December 31, 1999.


                                       F-7
<PAGE>

                         COMBINED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999


NOTE  4   GOING CONCERN
-------   -------------
          As reflected in the accompanying financial statements, the Company has
          had accumulated  losses of $1,096 since  inception,  a working capital
          deficiency of $95 and has not generated any revenues  since it has not
          yet  implemented  its  business  plan.  The  ability of the Company to
          continue as a going concern is dependent on the  Company's  ability to
          raise  additional   capital  and  implement  its  business  plan.  The
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a going concern.

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










                                      F-8

<PAGE>




                                   SIGNATURES

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

                                      COMMUNICATION VENTURES, INC.


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


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

     Signature                          Title               Date

/s/  George A. Todt              Director             April 24, 2000

 /s/ Mary Elizabeth Rowbottom    President,           April 24, 2000
                                 Secretary

/s/ James Walters                Treasurer            April 24, 2000




                                       15