<PAGE>

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

                       U.S.  SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C.
                             20549
                               ------------------
                                  FORM 10-KSB

(Mark One)
[X]           ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
              ACT OF 1934

              For the fiscal year ended December 31, 2002

[ ]           TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934 For the transition period from
              ________________to ________________

                         Commission file number: 0-24640

                               SYNERGY 2000, INC.
               ---------------------------------------------------
              (Exact name of small business issuer in its charter)

             Delaware                                         64-0872630
             --------                                         ----------
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)

        30 North Raymond Avenue, Suite 804, Pasadena, California, 91103
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (626) 792-8600

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

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes__X__ No._____

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

         Issuer's revenues for the year ended December 31, 2002 were $662,761.

         The aggregate market value of the common stock held by nonaffiliates,
based upon the average bid and asked prices of the issuer's common stock on
March 31, 2003 was $748,895. Shares of common stock held by each officer and
director and by each person who owns 10% or more of the outstanding common stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

         The number of shares outstanding of the issuer's common stock, as of
March 31, 2003, was 16,107,133.

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

<PAGE>

Item 1. Description of Business.

Introduction

Synergy 2000, Inc. ("Synergy" or the "Company"), the People and Technology
Company, provides information technology and organizational management products
and services for risk management and cost containment, principally to the
financial services industry. Since 1997, the Company has helped clients use
information technology more efficiently in order to improve their operations and
profitability and to achieve business results. The Company focuses on delivering
business results by linking business innovation skills with seasoned delivery
expertise to provide flexible and scalable solutions.

During 2001, Synergy transformed its operations to include a claims management
system product, a front-end stand-alone broker/agency policy management system,
and e-services wireless products. In addition, Synergy offers a broad array of
professional products and services to commercial clients and specializes in the
application of advanced and complex information technology to achieve its
customers' strategic objectives. Its service offerings include management
consulting/professional services, including e-business solutions, claims
processing services, and the design, development, implementation and integration
of complete information systems. Synergy does not have exclusive agreements with
hardware or software providers and believes that this "vendor neutrality"
enables it to better identify and manage solutions specifically tailored to each
client's needs.

Management consulting/professional services include advising clients on the
strategic acquisition and utilization of information technology and on business
strategy, security, change management, business process reengineering, and
business resumption planning. The Company intends to license sophisticated
software systems for the risk management market and to market and promote
comprehensive discount medical programs targeting the cost containment market.

The year ended December 31, 2002 was challenging for the Company as well as for
other companies in the systems integration and technology business. Most
companies did not initiate any new information technology projects due to
macro-economic factors. Accordingly, the Company focused its efforts during 2002
principally on monitoring its contacts in the insurance and financial services
industries, and positioning the Company for the anticipated greater demand for
systems integration and technology consulting engagements in the future, and its
continuing offering of management advisory services.

Our principal office is located at 30 North Raymond Avenue, Suite 804, Pasadena,
California, 91103, and our telephone number is (626) 792-8600.

Nature of Company's Products and Services

The Company's strategy for its business includes entering into arrangements with
software developers providing products to solve programming problems. These
arrangements are generally oral and informal. As part of the arrangement, the
Company may act as a reseller of software in connection with its contracts with
clients and in some instances merely resells the software. The supplier on the
other hand may provide technical support and training either directly to the
Company or to the Company's clients.

To perform its agreements the Company utilizes a pool of independent
consultants, generally programmers, engineers and project managers, who act as
independent contractors or are subcontracted to the client. The costs of
consultants are paid pursuant to the agreement with or directly by the client.
The personnel are hired as independent contractors on a "per contract" or "task
order" basis; whereby, the scope of work given and payment made to each person
is based upon the work assignment in the Company's project scope of work.

The Company has entered into a variety of arrangements to assist its clients to
solve their programming problems. These range from simply providing software
developed by others, consulting on various aspects of compliance programs or
managing the entire program. In some instances the Company may sell the required
software and provide consulting and management services.

Since the Company's clients include all industries, its ability to collect
amounts due from them as a result of extending them credit, is generally not
affected by economic fluctuations in any particular industry.

The Company provides management consulting services for project management,
organizational and workforce issues related to company reorganizations, mergers
and acquisitions, growth and general process improvement, employee relations and
development to clients in a variety of industries. These services are offered
independently or in conjunction with our technology services as a part of a
totally integrated technology and organizational solution.

                                       2

<PAGE>

Marketing

The Company markets its products principally through the efforts of its
President and Executive Vice President and independent sales representatives who
are paid a retainer and commission on clients introduced to the Company by them.
The Company has been endorsed by or named as a preferred provider of solutions
by, among others, the National Food Processor Association, and the National
Association of Professional Insurance Agents (PIA).

During the year ended December 31, 2002, the Company derived more than 68% of
its revenues from one client. The Company's marketing plan outlines efforts to
focus on major projects for several large clients simultaneously to minimize the
Company's dependency on any one client. No other clients accounted for more than
10% of the Company's revenues during the year ended December 31, 2002.

The Company does not believe that such concentrated engagements with a limited
number of clients is significantly prejudicial since the Company derives its
revenues from performing relatively short-term agreements. Further, the
Company's marketing plan outlines efforts to focus on major projects for several
large clients simultaneously to minimize the Company's dependency on any one
client. Once a project is complete the Company must obtain a new project to
replace it. To date, the Company generally has been able to enter into new
projects with new clients. The Company believes its multi-platform approach
utilizing different products for solutions enables it to provide services to a
broad range of clients.

The Company's marketing endorsements enable it to reduce the cost of sale and
have direct contact with over 24,000 customers. These affinity marketing
endorsements include: National Food Processors Association (NFPA): Membership
500; Membership 270; National Association of Professional Insurance Agents
(PIA): Membership 22,000; and Guy Carpenter (a Marsh & McLennan Company). The
Company has performed agreements for more than 85 clients over the most recent
five fiscal years.

Employees

As of March 31, 2003, the Company has two full-time employees consisting of the
Company's President and Executive Vice President. The Company's project
development services typically are provided by independent consultants engaged
by the Company or client as needed to perform the Company's contracts. The
Company also engages independent sales representatives to market its services.
None of Company's employees is represented by unions, and we believe our
relations with our employees are good.

Intellectual Property

We rely on trade secret laws and our contractual obligations with employees and
third parties to protect our proprietary rights. Protection of our intellectual
property is limited. Despite our efforts to protect our proprietary rights, it
may be possible for a third party to copy or obtain and use our intellectual
property without our authorization. In addition, other parties may breach
confidentiality agreements or other protective contracts we have entered into,
and we may not be able to enforce our rights in the event of these breaches.

We have entered into confidentiality and invention assignment agreements with
our employees and consultants, and nondisclosure agreements with our vendors and
strategic partners to limit access to and disclosure of our proprietary
information. We cannot be certain that these contractual arrangements or the
other steps taken by us to protect our intellectual property will prevent
misappropriation of our property.

Competition

The information technology consulting business and management advisory business
are highly competitive. With no substantial barriers to entry, we expect that
competition will continue to intensify. Competition in the industry is generally
based on cost and technical ability. Our competitive strategies include offering
a wide array of software solutions for client programming issues through our
knowledge of the available software and our relationships with independent
engineering and software firms. Therefore, the Company is not restricted to a
particular solution and is able to utilize new products. The Company also
competes by offering a package which includes personnel. The Company's
endorsements reduce sales costs and enable the Company to provide service at a
lower price. Many of the Company's competitors have significantly greater
financial and other resources.

                                       3

<PAGE>

Description of Arrangements for Software Product Development

As previously reported, during 2001, the Company entered into three significant
software acquisition/development transactions. Due to the Company's lack of
working capital resources, the Company has either terminated or is involved in
terminating those transactions.

(a) On December 31, 2001, the Company entered into a Development, License and
Proprietary Rights Agreement (the "Agreement") with CCC Information Services
Inc. ("CCCIS"), a wholly-owned subsidiary of CCC Information Services Group
Inc., pursuant to which the Company acquired a web-enabled Property & Casualty
claims management system handling the claims process from the first notice of
loss through payment request in consideration for the payment of certain royalty
obligations. The Company's lack of working capital resources has restricted its
ability to fulfill its continuing development obligations under the Agreement.
On April 9, 2003, the Company entered into a Termination Agreement with CCCIS,
pursuant to which the intellectual property assets were returned to CCCIS, and a
$235,169 loss was recognized by the Company.

(b) On December 26, 2001, the Company entered into an agreement with Thorson &
Associates Insurance Services, Inc. ("Thorson"), pursuant to which the Company
acquired a front-end stand-alone insurance broker/agency software product, a
demonstration site and a hosting facility for the Company's products and
services in consideration for the issuance to Thorson of 840,000 shares of the
Company's common stock valued at $126,000 and 5% of the Company's technology
subsidiary. The Company's has not received the software product from Thorson,and
the Company's lack of working capital resources has restricted its ability to
complete the development of this software product. The Company is presently
involved in negotiations to terminate the Thorson agreement.

(c) On October 16, 2001, the Company acquired Convert-Tech, Inc. ("CTI"), a
closely-held technology solutions provider by means of a merger with a
newly-formed, wholly-owned subsidiary of the Company. CTI is a provider of
Internet-based solutions that enable e-commerce in an effort to streamline and
automate the insurance distribution, policy servicing and review process. CTI's
software applications (including wireless applications) and professional
services offerings are designed to meet the evolving needs of carriers,
distributors and buyers of insurance. As previously reported in the Company's
Form 10-QSB for the quarterly period ended September 30, 2002, on October 1,
2002, the Company entered into a release agreement with Charles R. Cronin, Jr.,
its former Executive Vice President and a former Director of the Company.
Pursuant to the settlement agreement, the Company agreed to pay Mr. Cronin the
principal sum of $250,000 plus interest at the rate of 5% per annum on or before
March 31, 2003, subject to acceleration if the Company receives funding prior
thereto, and to transfer and assign to Mr. Cronin all the intellectual property
assets acquired by the Company in connection with the CTI acquisition. In
partial consideration therefor, Mr. Cronin agreed to transfer, assign and convey
3,987,500 shares of the Company's Common Stock theretofore standing in Mr.
Cronin's and/or his family trust's name. As of this date, no payment has been
made to Mr. Cronin, and record and beneficial ownership of said shares remain in
Mr. Cronin's and/or his family trust's name.

Day-to-day management of client projects typically will be provided by
consultants to the Company. Most projects involve several phases from analysis
to modification of applications and data and testing. The Company generally will
be paid a fee upon completion of each project phase.

The Company, employing its specialized knowledge of the risk management and
insurance industry, has developed an insurance infomediary to promote consumer
awareness and education, and address cost inefficiencies in the marketing of
insurance products. The Company plans on creating a new Internet website
targeting the personal lines insurance niche, and describing the entire
insurance process starting with underwriting standards and ending with the
claims settlement process. The Company believes that such product will improve
consumer service and satisfaction resulting in improved insurance company
profitability.

On June 25, 1998, the Company and Argos Technologies, Inc. agreed to form Argos
2000, Inc. to market software for certain aspects of the auto insurance
industry. Argos Technologies, Inc. is a wholly-owned subsidiary of CarNet
Insurance Agency located in Torrance, California, which is owned in part by
Michael D. York, a principal shareholder of the Company. The Company received
51% of the newly issued common stock of Argos 2000, Inc. in exchange for 200,000
shares of its common stock. Argos Technologies, Inc. received 49% of the newly
issued common stock of Argos 2000, Inc., plus certain contingent commissions
based on sales, in exchange for an exclusive, non-transferable worldwide license
to market certain proprietary software products.

                                       4

<PAGE>

The Argos product provides an automated policy administration system for
non-standard automobile insurance policies. The operations of Argos 2000, Inc.
did not commence as contemplated by the Company. Therefore, on September 30,
2000 the Company agreed to exchange its interest in Argos 2000, Inc. in
consideration for the redemption of 200,000 shares of its common stock.
Effective June 29, 2002, all remaining outstanding contingent liabilities
associated with Argos were resolved with no additional liability to the Company.
Accordingly, the accrual of $187,500 provided by the Company to cover any future
liability was written off to income as of June 30, 2002.

The Company anticipates that it will be able to introduce, market and sell, and
service products principally targeting the insurance industry. As is customary
in software licensing and sales, each system will need to be modified for each
customer to meet the unique characteristics and requirements of the customer. It
is contemplated that deposits will be made by the customer to offset expenses of
each sale.

Item 2. Description of Property.

Our principal executive offices are located in Pasadena, California, where we
sublease from Jeanette T. Smith, the Company's Executive Vice President,
Treasurer, Secretary and a Director, approximately 205 square feet on a
month-to-month Lease at a monthly rental of $390.00. In addition, the Company
leased 1,508 square feet at 5236 Colodny Drive, Suite 104, Agoura Hills,
California, at a base monthly rental of $2,322.00 that expired September 30,
2002. If we expand, we anticipate that additional space will be available on
commercially reasonable terms, but no assurance can be made in this regard. Our
President and Executive Vice Presidents, respectively, also operate offices from
their homes. No real property is owned directly by the Company.

Item 3.  Legal Proceedings.

No legal proceedings are currently ongoing, contemplated or threatened.

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

No matter was submitted to stockholders.

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

Our common stock is traded on the over-the-counter electronic bulletin board
under the stock ticker symbol "SYNY." The following table sets forth the range
of reported closing bid prices of Synergy 2000, Inc.'s common stock during the
periods indicated. Such prices reflect inter-dealer prices without retail
mark-up, mark-down or commission, and may not necessarily represent actual
transactions. The information set forth below was obtained from America Online.

                         2001
                         ----
1st Quarter        1.01        0.31
2nd Quarter        0.52        0.35
3rd Quarter        0.53        0.20
4th Quarter        0.20        0.06

                         2002
                         ----
1st Quarter        0.20        0.12
2nd Quarter        0.42        0.18
3rd Quarter        0.46        0.07
4th Quarter        0.20        0.15


As of December 31, 2002 there were 147 recordholders of the Company's common
stock. Holders of common stock are entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefor. We
have never declared or paid any dividends on our common stock. We intend to
retain any future earnings for use in the operation and expansion of our
business. Consequently, we do not anticipate paying any cash dividends on our
common stock to our stockholders for the foreseeable future.

                                       5

<PAGE>

Transfer Agent

The transfer agent and registrar for the Company's Common Stock is Securities
Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas, 75034.

Item 6. Management Discussion and Analysis or Plan of Operations

This discussion contains forward-looking information that involves risks and
uncertainties. Our actual results could differ materially from those anticipated
by this forward-looking information. This discussion should be read in
conjunction with our financial statements and the related notes thereto set
forth elsewhere in this Report.

Plan of Operations

Our plan of operations for the next 12 months is to carry out our business plan
as described in this Annual Report; namely, to develop additional technology
products and services focused on the risk management and cost containment
markets, and to continue to exploit our consulting and management services
engagements.

The Company's revenues historically have been derived from the performance of
consulting and management services arrangements. These arrangements generally
last several months and generally are not with the same client. The Company's
future revenues are always dependent upon obtaining additional contracts. The
Company's marketing plan outlines efforts to focus on major projects for several
large clients simultaneously to minimize the Company's dependency on any one
client.

In addition to pursuing our plan of operations, we plan to actively seek,
investigate, and if warranted, acquire one or more businesses, and to pursue
other related activities intended to enhance shareholder value. The acquisition
of a business opportunity may be made by purchase, merger, exchange of stock, or
otherwise. The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

At the present time the Company has not reached any definitive agreement
concerning an acquisition. The Company's officers and directors have a number of
contacts within the field of corporate finance. As a result, it is anticipated
that business opportunities will come to our attention from various sources,
including our officers and directors, our other stockholders, professional
advisors such as attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals. We have no plans, understandings, agreements, or
commitments with any firm or individual for such person to act as a finder of
opportunities for the Company.

Statement of Operations December 31, 2002 to December 31, 2001

The Company's revenues or fees billed were $662,761 (including a gain of
$187,500 upon the disposal of a subsidiary) for the year ended December 31, 2002
compared to $992,345 for the comparable period in 2001. The decrease was due
primarily to a reduced number of consulting arrangements entered into by the
Company due to a slowdown caused by macro-economic factors during 2002. The year
ended December 31, 2002 was challenging for the Company as well as for other
companies in the systems integration and technology business. Accordingly, the
Company focused its efforts during 2002 principally on monitoring its contacts
in the insurance and financial services industries, positioning the Company for
the anticipated greater demand for systems integration and technology consulting
engagements in the future, and its continuing offering of management advisory
services.

The Company's operating expenses during the year ended December 31, 2002 were
$1,026,360 (after subtracting expenses related to disposal of intangible assets
of $1,035,169) compared to $1,487,898 during the comparable period in 2001.
Lower operating expenses in 2002 were primarily attributable to Company
management's ability to identify and take action with respect to expense
reductions and improve efficiencies in light of the Company's lower revenues.
The Company suffered a net loss of $1,379,864 (including expenses of $1,035,169
related to disposal of intangible assets) for the year ended December 31, 2002
as compared to a net loss of $433,297 for the year ended December 31, 2001.


                                       6
<PAGE>

During the year ended December 31, 2002, the Company derived more than 68% of
its revenues from one client. The Company's marketing plan outlines efforts to
focus on major projects for several large clients simultaneously to minimize the
Company's dependency on any one client. No other clients accounted for more than
10% of the Company's revenues during the year ended December 31, 2002.

Except as otherwise set forth in the foregoing discussion, the Company is not
aware of any trend that will adversely affect its revenues in 2003. The Company
relies on programmers to perform its contracts and from time to time there have
been shortages of programmers. The Company has not in the past nor does it
anticipate any difficulty in the immediate future in obtaining programmers. Any
change could result in increased fees paid to consultants.

The Company's revenues beyond 2002 are dependent upon its ability to diversify
its product and service offerings. We intend to increase the development of
products for the insurance industry, and intend to increase our management
advisory services for the property and casualty and life insurance industries.

Liquidity

The Company's working capital was $(377,184) as of December 31, 2002 compared to
$(37,064) at December 31, 2001. This deficit was primarily attributable to an
increase in accounts payable and a decrease in cash, accounts receivable, and a
note receivable.

During the year ended December 31, 2002, the Company derived more than 68% of
its revenues from one client. The Company's marketing plan outlines efforts to
focus on major projects for several large clients simultaneously to minimize the
Company's dependency on any one client. No other clients accounted for more than
10% of the Company's revenues during the year ended December 31, 2002.

On September 30, 2000 the Company agreed to exchange its interest in Argos 2000,
Inc. in consideration for the redemption of 200,000 shares of its common stock.
Effective June 29, 2002, all remaining outstanding contingent liabilities
Associated with Argos were resolved with no additional liability to the Company.
Accordingly, the accrual of $187,500 provided by the Company to cover any future
Liability was written off to income as of June 30, 2002.

During the period from December 2000 through January 2001, the Company was
involved in negotiations to form a joint venture with California Biomass
Repowering Corp., a Delaware corporation ("CBRC"), which had the exclusive right
to acquire an interest in a 25 MW biomass power plant located in Madera,
California with Idaho Energy Limited Partnership d/b/a Energy Products of Idaho,
a Idaho limited partnership ("EPI"). CBRC is owned by the spouse of an affiliate
of the Company. To assist CBRC in its performance obligations under the terms of
the December 2000 agreement with EPI, the Company advanced two payments: a
nonrefundable payment of $30,000, and a payment of $250,000 (of which $50,000 is
nonrefundable) during January 2001. CBRC repaid the $30,000 nonrefundable
payment, and EPI repaid the $250,000 in January 2002 with accrued and unpaid
interest at the rate of 9% per annum.

The Company has historically derived its cash from operations and the sale of
shares. In February 2000, the Company obtained a $200,000 line of credit from
its bank, payable on demand, to be used as needed for operating purposes. As of
December 31, 2002, none of this line of credit had been utilized. The line of
credit is secured by all assets of the Company, and bears interest at the bank's
prime rate plus one-half percent (4.75% at December 31, 2002). In December 2002,
the Company obtained a $40,000 unsecured line of credit from Textron Financial
Corporation, payable on demand, to be used as needed for operating purposes. As
of the date of this Report, $17,500 of this line of credit has been utilized,
bearing interest at a rate of 9.86%. We will require additional capital
financing to continue the development of our business plan consistent with
anticipated growth in operations and infrastructure. We anticipate that existing
credit facilities, coupled with cash to be raised from private placements and
public offerings, assuming they will be successful, will be sufficient to
satisfy our operating expenses and capital until such time as revenues are
sufficient to meet operating requirements.

Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "According for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires companies to
recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedge risk or (ii) the earnings effect of
the hedged forecasted transaction for a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of change.
SFAS 133 is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Historically, the Company has not entered into derivative
contracts either to hedge existing risks or for speculative purposes.
Accordingly, the Company does not expect adoption of the new standard on January
1, 2000 to affect its financial statements.

                                       7
<PAGE>

In June 1998, the Accounting Standards Executive Committee of the AICPA issued
SOP 98-5, Reporting on the Costs of Start-up Activities. SOP 98-5 requires all
start-up and organizational costs to be expensed as incurred. It also requires
all remaining historically capitalized amounts of these costs existing at the
date of adoption to be expensed and reported as the cumulative effect of a
change in accounting principles. SOP 98-5 is effective for all fiscal years
beginning after December 31, 1998. The adoption of SOP 98-5 on January 1, 1999
had no effect on the financial statements.

Forward-Looking Statements

When used in this Form 10-KSB or future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "would be",
"will be", "will allow", "intends to", "will likely result", "are expected to",
"will continue", "is anticipated", "estimate", "project", or similar expressions
are intended to identify "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made, and to advise readers that these
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to
be materially different from those anticipated. Such factors include the
availability of sufficient financing to implement the Company's plan of
operation, acceptance in the marketplace of the Company's products and services,
increased levels of competition, and new products and technological changes. The
Company does not undertake, and specifically disclaims any obligation, to update
any forward-looking statements to reflect occurrences or unanticipated events or
circumstances after the date of such statements.

Item 7. Financial Statements.

The financial statements are listed at the "Index to Financial Statements"
elsewhere in this Report.

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

No change in accountants has occurred and no disagreements have occurred.

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

Our Board of Directors consists of only one class. All of the directors will
serve until the next annual meeting of stockholders and until their successors
are elected and qualified, or until their earlier death, retirement, resignation
or removal. There are no family relationships among directors and executive
officers. We also have provided a brief description of the business experience
of each director and executive officer during the past five years and an
indication of directorships held by each director in other companies subject to
the reporting requirements under the Federal securities laws.

Eli Dabich, Jr.          -    Chairman, Chief Executive Officer, President and
                                        Director
Jeanette Tebrich Smith   -    Executive Vice President, Secretary, Treasurer
                                         and Director

ELI DABICH, JR., age 62, is Chairman, President and a Director of the Company.
Mr. Dabich oversees operations and participates in sales and marketing
activities. A 1963 graduate of the U. S. Naval Academy, Mr. Dabich earned his
B.S. in Engineering and served in the Navy, initially as a naval aviator. He
earned a M.S. degree in Administration from George Washington University in
1970, and during the period from 1968-1970, he taught chemistry and computer
science at the Naval Academy. From 1970-74, Mr. Dabich served as a marketing
representative with IBM. From 1974-82, he worked as senior vice president of Sun
Life Insurance Company in Baltimore, where he was responsible for data
processing and administrative services. From 1982-88, Mr. Dabich served as
executive vice president for administration and finance for Maryland Casualty
Company. There, he was responsible for over 600 people and a budget of $50
million. Responsibilities included information systems, human resources, agency
automation, software development, and systems and administration. From 1988-90,
he served as National Director of Insurance Consulting for Coopers & Lybrand.


                                       8
<PAGE>

From 1990-93, Mr. Dabich was senior vice president of Nationale Nederlanden,
North American Corporation, in Washington, DC. There, he was responsible for the
operations of 13 property and casualty insurance companies in the US and Canada
having $2.5 billion in premium revenue. From 1993-95, Mr. Dabich served as
senior vice president and Chief Administrative Officer for TIG Insurance Company
(a TransAmerica Insurance company), where he was responsible for administrative
services, human resources, information systems and other related duties. In 1996
in Baltimore, Mr. Dabich started a personal consulting practice in the field of
information processing, which ultimately led to the development of a network of
professional information systems practitioners and the development of the
Company.

JEANETTE TEBRICH SMITH, age 53, Executive Vice President, Secretary, Treasurer,
and a Director of Synergy 2000 serves the company in operations and
administration. Ms. Smith earned a B.A degree in History/Education at UCLA and
worked for Greyhound Personnel Services from 1977-80, where she served as
regional manager. From 1980-86, Ms. Smith served as Vice President Human
Resources & Administration for Bekins Moving and Storage in Glendale, CA. There,
she directed human resources for headquarters and field locations. From 1986-95,
Ms. Smith served as Assistant Vice President, Human Resources, for TransAmerica
Insurance Company in Los Angeles, CA, where she provided support to field human
resource managers nationally. Her key responsibilities included enhancement of
employee relations, training, salary and benefits administration, organization
development and employment.

In 1996, Ms. Smith formed a personal consulting practice and network in
association with Mr. Dabich and others. She consulted in the areas of corporate
restructures and relocation, human resources, team building, recruiting,
resolution of employee conflicts, and other related topics. The consulting
practice led to recruiting of computer programming specialists needed by
customers to resolve computer date-change program problems. In 1997, she joined
the Company.

Charles R. Cronin, Jr., a former Executive Vice President and a Director of the
Company resigned in August 2002.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

To our knowledge, during and for the Company's year ended December 31, 2002,
there were no directors or officers or more than 10% shareholders of the Company
who failed to timely file a Form 3, Form 4 or Form 5. The Company will encourage
beneficial owners of more than 10% of its common stock to file their reports in
compliance with Section 16(a) of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.

The following table sets forth all compensation paid by the Company during 2001
and 2002 to those persons who were employed during such year as (i) the chief
executive officer and (ii) an executive (other than the chief executive officer)
whose annual compensation exceeded $100,000.

Name and Principal                                                Annual
Position                                Year                   Compensation
-------------------------               ----                   ------------
Eli Dabich, Jr.                         2002                     $ 41,000
Chairman and President                  2001                     $110,000

Jeanette Tebrich Smith                  2002                     $ 41,000
Executive Vice President                2001                     $106,334

Charles R. Cronin, Jr.                  2002                     $ 41,000
Executive Vice President                2001                     $      0
(resigned August 2002)

         The following table sets forth further information regarding individual
grants of stock options during fiscal 2002 to each of the named executive
officers. In accordance with the rules of the Securities and Exchange
Commission, the table sets forth the hypothetical gains or "option spreads" that
would exist for the options at the end of their respective five-year terms based
on assumed annualized rates of compound stock price appreciation of 5% and 10%
from the dates the options were granted to the end of the respective option
terms. Actual gains, if any, on option exercises are dependent on the future
performance of the Company's Common Stock and overall market conditions. There
can be no assurance that the potential realizable values shown in this table
will be achieved. The table also shows all options that were granted with
exercise prices equal to fair market value on the dates of grant.



                                       9

<PAGE>
<TABLE>
                                              OPTION GRANTS IN FISCAL 2002
<CAPTION>
                                                     INDIVIDUAL GRANTS
                          ---------------------------------------------------------------------       POTENTIAL REALIZABLE
                                          PERCENT OF                                                           VALUE
                             NUMBER OF      TOTAL                                                    AT ASSUMED ANNUAL RATES
                            SECURITIES     OPTIONS                   PER SHARE                            OF STOCK PRICE
                            UNDERLYING     GRANTED      PER SHARE      MARKET                         APPRECIATION FOR OPTION
                              OPTIONS        TO          EXERCISE     PRICE ON                               TERM(2)
                              GRANTED   EMPLOYEES IN      PRICE      GRANT DATE     EXPIRATION       -------------------------
NAME                          (#)(1)     FISCAL 2002    ($/SH)(1)      ($/SH)          DATE              5%($)     10%($)
----                      -------------- -----------    ---------      ------      ------------          -----     ------
<S>                           <C>           <C>          <C>            <C>          <C>                 <C>         <C>
Eli Dabich, Jr.............   75,000        33.3%        $0.165         $0.15        12/20/2010          $ 6,823     $16,805
Jeanette T. Smith..........   75,000        33.3%        $0.165         $0.15        12/20/2010          $ 6,823     $16,805
Charles R. Cronin, Jr......   75,000        33.3%        $0.165         $0.15        12/20/2010          $ 6,823     $16,805
-------------
</TABLE>

         (1) Stock options to the named executive officers are generally awarded
with an exercise price equal to 110% of the fair market value of the Company's
Common Stock on the date of grant. Options granted to executives generally
become exercisable upon the date of grant, and expire ten years from the date of
grant or at the time of the optionee's termination of employment.

         (2) The 5% and 10% assumed rates of annual compound stock price
appreciation are prescribed by rules of the SEC and do not represent the
Company's estimate or projection of future Common Stock prices.

         There were no exercises of stock options by any of the named executive
officers in 2002. The following table sets forth certain information concerning
the exercise of stock options during fiscal 2002 by each of the Named Executive
Officers and the number and value at December 31, 2002 of unexercised options
held by said individuals.

<TABLE>
                                      AGGREGATED OPTION EXERCISES IN FISCAL 2002
<CAPTION>
                                                               NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                                    UNDERLYING               IN-THE-MONEY OPTIONS
                                 SHARES         VALUE         UNEXERCISED OPTIONS AT        AT FISCAL YEAR-END(2)($)
                               ACQUIRED ON    REALIZED         FISCAL YEAR-END (#)
NAME                           EXERCISE (#)    ($)(1)      EXERCISABLE   UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
----                           ------------ ------------   -----------   -------------    -----------   -------------
<S>                                 <C>      <C>            <C>                    <C>     <C>            <C>
Eli Dabich, Jr...........           0        $      0       150,000                0       $        0     $        0
Jeanette T. Smith........           0        $      0       150,000                0       $        0     $        0
Charles R. Cronin, Jr....           0        $      0       185,000                0       $        0     $        0

--------------------------
</TABLE>

         (1) "Value Realized" represents the fair market value of the shares
underlying the option on the date of exercise less the aggregate exercise price.

         (2) These values, unlike the amounts set forth in the column entitled
"Value Realized," have not been, and may never be, realized, and are based on
the positive spread between the respective exercise prices of outstanding stock
options and the closing price of the Company's Common Stock on December 31, 2002
($0.17 per share).

Board of Directors:

During the year ended December 31, 2002, there were no meetings of the Company's
board of directors. Other actions in 2002 were conducted by means of unanimous
written consents on three separate instances.

Non-employee directors receive options to purchase 10,000 shares of the
Company's common stock as of January 10 of each year of service, vesting
one-half on the date of grant and one-half on the first anniversary date
thereof, and are reimbursed for travel costs and other out-of-pocket expenses
incurred in attending board of directors and committee meetings.



                                       10

<PAGE>

Employment Agreements

The Company entered into a three-year employment agreement with Eli Dabich, Jr.,
its President, commencing as of July 1, 2000, subject to annual successive
one-year renewals thereafter unless either party notifies the other party of its
election not to so renew not less than 90 days prior to the expiration of the
initial term or the then current renewal term, as the case may be. Said
employment agreement was amended in November 2001 to provide that Mr. Dabich
receives base compensation of $131,000 for the period ending December 31, 2001,
increasing to $180,000 for the period commencing as of January 1, 2002, and
thereafter, annual base compensation in an amount not less than the rate paid
for the immediately preceding year. Mr. Dabich also is entitled to receive a
guaranteed bonus equal to 25% of his annual base compensation commencing as of
2001, and a performance bonus based on the Company's gross revenues as follows:
(i) 3% of the Company's gross revenues less than or equal to $10,000,000, (ii)
2% of the Company's gross revenues greater than $10,000,000 and less than or
equal to $20,000,000, and (iii) 1% of the Company's gross revenues greater than
$20,000,000, and to such other bonuses as determined by the board of directors
in its discretion. The agreement further provides that Mr. Dabich receives
options, exercisable immediately, as of January 1 of each year commencing with
January 1, 2001, to purchase 75,000 shares of the Company's Common Stock at a
price equal to 110% of the closing bid price of the Company's Common Stock as of
the most recent trading date immediately preceding the date of each such grant.
All options granted to Mr. Dabich will vest upon a change in control of the
Company. In addition, if Mr. Dabich is terminated other than for cause, Mr.
Dabich will receive 200% of his base compensation as a severance payment.

The Company entered into a three-year employment agreement with Jeanette T.
Smith, its Executive Vice President, commencing as of July 1, 2000, amended on
November 1, 2001 to provide for the commencement of a new three-year term,
subject to annual successive one-year renewals thereafter unless either party
notifies the other party of its election not to so renew not less than 90 days
prior to the expiration of the initial term or the then current renewal term, as
the case may be. Said employment agreement was amended in November 2001 to
provide that Ms. Smith receives base compensation of $125,000 for the period
ending December 31, 2001, increasing to $160,000 for the period commencing as of
January 1, 2002, and thereafter, annual base compensation in an amount not less
than the rate paid for the immediately preceding year. Ms. Smith also is
entitled to receive a guaranteed bonus equal to 25% of her annual base
compensation commencing as of 2001, and a performance bonus based on the
Company's gross revenues as follows: (i) 3% of the Company's gross revenues less
than or equal to $10,000,000, (ii) 2% of the Company's gross revenues greater
than $10,000,000 and less than or equal to $20,000,000, and (iii) 1% of the
Company's gross revenues greater than $20,000,000, and to such other bonuses as
determined by the board of directors in its discretion. The agreement further
provides that Ms. Smith receives options, exercisable immediately, as of January
1 of each year commencing with January 1, 2001, to purchase 75,000 shares of the
Company's Common Stock at a price equal to 110% of the closing bid price of the
Company's Common Stock as of the most recent trading date immediately preceding
the date of each such grant. All options granted to Ms. Smith will vest upon a
change in control of the Company. In addition, if Ms. Smith is terminated other
than for cause, Ms. Smith will receive 200% of his base compensation as a
severance payment.



                                       11
<PAGE>

Stock Plans

2000 Incentive Stock Plan. Our 2000 stock plan provides for the grant of
incentive stock options to employees and nonstatutory stock options and stock
purchase rights to employees, directors and consultants to acquire shares of
common stock. The purposes of the 2000 stock plan are to attract and retain the
best available personnel, to provide additional incentives to our employees and
consultants and to promote the success of our business. Our board of directors
originally adopted the 2000 stock plan in December 2000. Unless terminated
earlier by the board of directors, the 2000 stock plan will terminate in
December 2010. All grants under the 2000 stock plan are subject to the approval
of our shareholders.

As of December 31, 2002, options to purchase 450,000 shares of common stock were
outstanding at a weighted average exercise price of $.52 per share. As of March
31, 2003, options to purchase 600,000 shares of common stock were outstanding at
a weighted average exercise price of $.44 per share. No shares had been issued
upon exercise of outstanding options, and 900,000 shares remained available for
future grant under the 2000 stock plan.

The 2000 stock plan may be administered by the board of directors, a committee
appointed by the board of directors or a combination of the board of directors
and a committee, as determined by the board of directors. The administrator
determines the terms of options granted under the 2000 stock plan, including the
number of shares subject to the option, exercise price, term and exercisability.
In no event, however, may an individual receive option grants for more than
500,000 shares of common stock under the 2000 stock plan in any fiscal year.
Incentive stock options granted under the 2000 stock plan must have an exercise
price of at least 100% of the fair market value of the common stock on the date
of grant and at least 110% of such fair market value in the case of an optionee
who holds more than 10% of the total voting power of all classes of our stock.
Nonstatutory stock options granted under the 2000 stock plan will have an
exercise price as determined by the administrator. Payment of the exercise price
may be made in cash or such other consideration as determined by the
administrator.

The administrator determines the term of options, which may not exceed 10 years
or 5 years in the case of an incentive stock option granted to a holder of more
than 10% of the total voting power of all classes of our stock. No option may be
transferred by the optionee other than by will or the laws of descent or
distribution, PROVIDED, HOWEVER, that the administrator may in its discretion
provide for the transferability of nonstatutory stock options granted under the
2000 stock plan if the common stock is listed or approved for listing on a
national securities exchange or designated as a national market system security
by the National Association of Securities Dealers, Inc. Each option may be
exercised during the lifetime of the optionee only by such optionee or permitted
transferee. The administrator determines when options become exercisable.
Options granted under the 2000 stock plan generally must be exercised within 3
months after the termination of the optionee's status as an employee, director
or consultant of the Company, within 6 months if such termination is due to the
disability of the optionee, or within 12 months if such termination is due to
the death of the optionee, but in no event later than the expiration of the
option's term.

In the event of our merger with or into another corporation, the successor
corporation may assume each option and outstanding stock purchase right or may
substitute an equivalent option or stock purchase right. However, if the
successor corporation does not agree to this assumption or substitution, the
option or stock purchase right will terminate. The board of directors has the
authority to amend or terminate the 2000 stock plan provided that no action that
impairs the rights of any holder of an outstanding option may be taken without
the holder's consent. In addition, we will obtain requisite stockholder approval
for any action requiring stockholder approval under the applicable law.

In addition to stock options, the administrator may issue stock purchase rights
under the 2000 stock plan to employees, directors and consultants. The
administrator determines the number of shares, price, terms, conditions and
restrictions related to a grant of stock purchase rights and the purchase price
of a stock purchase right granted under the 2000 stock plan. The administrator
also determines the period during which the stock purchase right is held open,
but in no case shall such period exceed 30 days. Unless the administrator
determines otherwise, the recipient of a stock purchase right must execute a
restricted stock purchase agreement granting an option to repurchase the
unvested shares at cost upon termination of such recipient's relationship with
us.

                                       12

<PAGE>

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

The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock as of March 20, 2003 by (i) each person known by the
Company to be the beneficial owner of more than five percent of its Common
Stock; (ii) each director; and (iii) all directors and executive officers as a
group. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power with
respect to the securities. Shares of common stock that may be acquired by an
individual or group within 60 days of March 20, 2003, pursuant to the exercise
of options or warrants are deemed to be outstanding for the purpose of computing
the percentage ownership of such individual or group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any other
person shown in the table. Percentage of ownership is based on 16,107,333 shares
of common stock outstanding.

Except as indicated in the footnotes to this table, we believe that the
stockholders named in this table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by them
based on information provided to us by such shareholders. Unless otherwise
indicated, the address for each director and executive officer listed is: c/o
Synergy 2000, Inc., 30 North Raymond Avenue, Suite 804, Pasadena, California,
91103.

<TABLE>
<CAPTION>

Name of Shareholder                     Number of Shares     Percent of Common Stock
-------------------                     ----------------     -----------------------
<S>                                      <C>                         <C>
Eli Dabich, Jr.(1)                        3,432,519                  21.0%
Jeanette T. Smith(2)                      2,800,564                  17.1
Michael D. York(3)                        2,195,000                  13.6
William E. Tabor(4)                       1,350,000                   8.3
Charles R. Cronin, Jr.(5)                 4,187,500                  26.0
All executive officers and directors      6,233,083                  37.6%
  as a group (2 persons)
-------------------

</TABLE>

         * Less than one percent (1%) of the issued and outstanding shares of
Common Stock.

         (1) Includes options to purchase 225,000 shares immediately exercisable
by Mr. Dabich. Includes 100,000 shares held in the name of the Dabich Charitable
Trust U/T/D 10/15/99 which Mr. Dabich may be deemed to share voting and
dispositive power by virtue of his capacity as a Co-Trustee. Mr. Dabich
disclaims beneficial ownership with respect to shares held by the Dabich
Charitable Trust.

         (2) Includes options to purchase 225,000 shares immediately exercisable
by Ms. Smith.

         (3) Includes 1,650,000 shares held by The Michael York Family Limited
Partnership and 45,000 shares owned by the Michael D. York Charitable
Foundation, each in which Mr. York may be deemed to share voting and dispositive
power by virtue of his capacity, and 500,000 shares owned by Mr. York directly.
Mr. York's address is 1160 Cypress Avenue, Hermosa Beach, California, 90254.

         (4) Includes shares beneficially owned by Mr. Tabor but held of record
by Mr. Tabor and other affiliates and associates of Mr. Tabor. Mr. Tabor's
address is 1479 Old Robinson Road, Louisville, Mississippi, 39339.

         (5) Includes 3,987,500 shares held of record and beneficially by the
Cronin Family Revocable Trust, of which Mr. Cronin is a Co-Trustee, and 200,000
Shares beneficially owned by Mr. Cronin's children. Mr. Cronin's address is 1285
Dumaine Road, Oak Park, California, 91377.


                                       13
<PAGE>

Item 12. Certain Relationships and Related Transactions.

Disclosure as to relationships existing among officers, directors and
shareholders:

On the date of incorporation, February 21, 1996, five million (5,000,000) shares
were issued to the initial officer, director, and founder of the corporation,
William E. Tabor. On October 1, 1996, four million shares (4,000,000) were
issued to Corporate Service Group (controlled by Tabor) for corporate
development and management support.

On January 17, 1997, current management joined the company and obtained control
of the company from Corporate Service Group and Tabor. Of the 9,000,000 shares
owned by Corporate Service Group and William E. Tabor, a total of 8,500,000
shares were returned to the treasury and canceled for a consideration of
$67,000. Eli Dabich, Jr., current President and Director, was issued 3,780,000
shares of common stock, par value of $3,780 and a fair market value totaling
$124,740, and Jeanette T. Smith, current Executive Vice President, was issued
2,520,000 shares of common stock, par value of $2,520 and a fair market value of
$83,160. The issuance was treated as a salary expense based upon the estimated
fair market value of the shares transferred. At the same time, Michael D. York
acquired 2,200,000 shares for a consideration of $100,000.

All future transactions between the Company and its officers, directors,
principal stockholders and affiliates will be approved by a majority of the
independent and disinterested outside directors who will have access, at the
Company's expense, to the Company's legal counsel, and must be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties
under similar circumstances.

Corporate Service Group ("Corporate Services"), an affiliate of Mr. Tabor,
performed services for Synergy 2000 for a fee. The services were generally
related to compliance and shareholder matters. Total fees earned by Corporate
Service Group from the Company in 1997 and 1998 were $77,451 and $33,000. An
additional $67,000 was paid to the Tabor Group in January, 1997 for redemption
and cancellation of shares as described above.

In June, 1998 the Company formed Argos, 2000, Inc. to market software programs
for the insurance industry. In connection with the formation of Argos 2000,
Inc., the Company contributed 200,000 shares of its common stock and received
51% of Argos 2000, Inc. Argos Technology, Inc. ("ATI") the other major
shareholder received 49% of the shares of Argos 2000, Inc. and granted Argos
2000, Inc. an exclusive license to market the Argos Systems. A majority of the
shares of ATI are owned by CarNet a corporation affiliated with Michael D. York,
a principal shareholder of the Company. The operations of Argos 2000, Inc. did
not commence as contemplated by the Company. Therefore, on September 30, 2000
the Company agreed to exchange its interest in Argos 2000, Inc. in consideration
for the redemption of 200,000 shares of its common stock. Effective June 29,
2002, all remaining outstanding contingent liabilities associated with Argos
were resolved with no additional liability to the Company. Accordingly, the
accrual of $187,500 provided by the Company to cover any future liability was
written off to income as of June 30, 2002.

During the period from December 2000 through January 2001, the Company was
involved in negotiations to form a joint venture with California Biomass
Repowering Corp., a Delaware corporation ("CBRC"), which had the exclusive right
to acquire an interest in a 25 MW biomass power plant located in Madera,
California with Idaho Energy Limited Partnership d/b/a Energy Products of Idaho,
a Idaho limited partnership ("EPI"). CBRC is owned by the spouse of an affiliate
of the Company. To assist CBRC in its performance obligations under the terms of
the December 2000 agreement with EPI, the Company advanced two payments: a
nonrefundable payment of $30,000, and a payment of $250,000 (of which $50,000 is
nonrefundable) during January 2001. CBRC repaid the $30,000 nonrefundable
payment, and EPI repaid the $250,000 in January 2002 with accrued and unpaid
interest at the rate of 9% per annum.



                                       14

<PAGE>

Item 13. Exhibits, Financial Statements and Schedules and Reports on Form 8-K

         (a) Financial Statements and Schedules. The Financial Statements and
Schedules required to be filed hereunder are enclosed on Pages F-1 through F-9.

         (b) Reports on Form 8-K.

             The Company did not file any reports on Form 8-K during the fiscal
             year ended December 31, 2002.

         (c) Exhibits

Exhibit No.
-----------

*3.1               Articles of Incorporation
*3.2               Certificate of Amendment to Certificate of Incorporation
*3.3               By-Laws
 3.4               Amended and Restated By-Laws
**10.1             2000 Stock Incentive Plan
**10.2             Form of Stock Option Agreement **10.3 Employment Agreement
                   dated as of July 1, 2000, between the Registrant and Eli
                   Dabich, Jr.
**10.4             Employment Agreement dated as of July 1, 2000, between the
                   Registrant and Jeanette T. Smith
**10.5             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Eli Dabich, Jr.
**10.6             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Jeanette T. Smith
**10.7             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Charles R. Cronin, Jr. 27
                   Financial Data Schedule
***10.8            Agreement dated as of April 1, 2001, between the Registrant
                   and LOMA, a Georgia not-for-profit corporation
****10.9           First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Eli Dabich, Jr.
****10.10          First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Jeanette T. Smith
*****10.11         Agreement and Plan of Reorganization by and among the
                   Registrant, Infinity Technology Solutions, Inc. and
                   Convert-Tech, Inc. dated October 16, 2001
*****10.12         Employment Agreement dated as of October 16, 2001, between
                   the Registrant and Charles R. Cronin, Jr.
******10.13        Development, License and Proprietary Rights Agreement dated
                   December 31, 2001, between the Registrant and CCC Information
                   Services, Inc.
10.14              Termination Agreement dated as of April 9, 2003, between the
                   Registrant and CCC Information Services, Inc.
21.1               Subsidiaries of the Registrant
99.1               Certifications of Chief Executive Officer and Chief
                   Financial Officer pursuant to 18 U.S.C. Section 1350, as
                   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                   2002.

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

*             Previously filed as exhibit to Registrant's Form 10-SB filed with
              the Securities and Exchange Commission on August 12, 1998.

**            Previously filed as exhibit to Registrant's Form S-8 filed with
              the Securities and Exchange Commission on March 28, 2001.

***           Previously filed as exhibit to Registrant's Form 10-QSB filed with
              the Securities and Exchange Commission on May 14, 2001.

****          Previously filed as exhibit to Registrant's Form 10-QSB filed with
              the Securities and Exchange Commission on November 14, 2001.

*****         Previously filed as exhibit to Registrant's Form 8-K filed with
              the Securities and Exchange Commission on October 30, 2001.

******        Previously filed as exhibit to Registrant's Form 8-K filed with
              the Securities and Exchange Commission on January 14, 2002



                                       15

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                        Consolidated Financial Statements

         Contents                                                      Page No.
         --------                                                      --------

Report of Independent Auditors                                          F-1

Consolidated Balance Sheet                                              F-2

Consolidated Statements of Operations                                   F-3

Consolidated Statements of Stockholders' Equity                         F-4

Consolidated Statements of Cash Flows                                   F-5

Consolidated Notes to Financial Statements                              F-6


                                       16


<PAGE>

                         REPORT OF INDEPENDENT AUDITORS
                         ------------------------------

  Board of Directors
  Synergy 2000, Inc.



                         REPORT OF INDEPENDENT AUDITORS
                         ------------------------------


Board of Directors
Synergy 2000, Inc.

We have audited the accompanying consolidated balance sheet of Synergy 2000,
Inc. and Subsidiaries as of December 31, 2002, and the related statements of
operations, stockholders' equity and cash flows for the years ended December 31,
2002 and 2001. 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 consolidated financial position of Synergy 2000,
Inc., at December 31, 2002, and the consolidated results of its operations and
its consolidated cash flows for the years ended December 31, 2002 and 2001, in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated financial statements, the Company has incurred a significant loss
from operations and has a deficit that raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note 7. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/ MILNER AND BROCK, CPA's

MILNER AND BROCK, CPA's
Greenville, South Carolina
April 25, 2003


                                       F-1


<PAGE>
                      SYNERGY 2000, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                                                December 31,
                                                                     2002
                                                             ------------------
ASSETS

     Current Assets:
         Cash                                                         $ 17,266
         Accounts Receivable                                            48,654
                                                             ------------------
              Total Current Assets                                      65,920

     Equipment, Net                                                      8,633

     Other Assets
         Intangible Assets, Net                                        126,000
                                                             ------------------
              Total Other Assets                                       126,000
                                                             ------------------

              Total Assets                                           $ 200,553
                                                             ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
         Accounts Payable                                            $ 219,577
         Accrued Expenses                                              223,527
                                                             ------------------
              Total Current Liabilities                                443,104


     Stockholders' Equity:
         Common Stock, Par Value $.001;
            Authorized 25,000,000 Shares;
            Issued and Outstanding 16,107,133 Shares                    16,107
         Capital in Excess of Par Value of Common Stock              1,489,429
         Retained (Deficit)                                         (1,748,087)
                                                             ------------------

              Total Stockholders' Equity                              (242,551)
                                                             ------------------


              Total Liabilities and Stockholders' Equity             $ 200,553
                                                             ==================






See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>
                      SYNERGY 2000, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations

                                                       Year            Year
                                                      Ended            Ended
                                                   December 31,     December 31,
                                                       2002             2001
                                                   ------------     ------------

Operating Revenues:
       Fees Billed                                 $   475,261      $   992,345
       Disposal of Subsidiary                          187,500               --
                                                   ------------     ------------
                                                       662,761          992,345

Operating Expenses:
       Salaries                                        275,451          373,252
       Contract Services                               304,911          632,147
       Taxes and Licenses                               13,908           21,966
       Travel and Business                              47,474           49,119
       Meals and Entertainment                             390               25
       Advertising                                       1,682            4,324
       Professional Fees                               165,014          230,245
       Rent                                             16,519           16,307
       Telephone                                        11,925           15,248
       Supplies                                          4,386            6,220
       Insurance                                        70,161           72,913
       Postage and Shipping                              1,233            1,625
       Dues and Subscription                               373              270
       Investor Relations                                2,025            1,075
       Disposal of Intangibles                       1,035,169               --
       Amortization                                         --                7
       Depreciation                                      4,575            4,772
       Bad Debts                                       101,247               --
       Miscellaneous                                     5,086           58,383
                                                   ------------     ------------
                                                     2,061,529        1,487,898
                                                   ------------     ------------

Net Income (Loss) From Operations                   (1,398,768)        (495,553)

Interest Income                                         18,904           11,797
                                                   ------------     ------------

Net Income (Loss) Before Income Taxes               (1,379,864)        (483,756)

Income Tax Benefit (Expense)                                --           50,459
                                                   ------------     ------------

Net Income (Loss)                                  $(1,379,864)     $  (433,297)
                                                   ============     ============


See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>
                      SYNERGY 2000, INC. AND SUBSIDIARIES
                 Consolidated Statement of Stockholders' Equity



                                         Capital                      Total
                                        In Excess      Retained       Stock-
                            Common        of Par       Earnings       holders'
                            Stock         Value        (Deficit)       Equity
                         ------------  ------------  ------------   ------------

Balance -
  December 31, 2000      $    10,651   $   479,549   $    65,074    $   555,274

     Shares Issued             5,456     1,009,880            --      1,015,336
     Net Loss                     --            --      (433,297)      (433,297)
                         ------------  ------------  ------------   ------------

Balance -
  December 31, 2001           16,107     1,489,429      (368,223)     1,137,313

     Net Loss                     --            --    (1,379,864)    (1,379,864)
                         ------------  ------------  ------------   ------------

Balance -
  December 31, 2002      $    16,107   $ 1,489,429   $(1,748,087)   $  (242,551)
                         ============  ============  ============   ============







See accompanying notes to consolidated financial statements.


                                      F-4

<PAGE>
<TABLE>

                            SYNERGY 2000, INC. AND SUBSIDIARIES
                           Consolidated Statements of Cash Flows

<CAPTION>

                                                                    Year          Year
                                                                   Ended          Ended
                                                                December 31,    December 31,
                                                                    2002           2001
                                                                ------------   ------------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income (Loss)                                        $(1,379,864)   $  (433,297)
       Adjustments to Reconcile Net Income (Loss) to Net Cash
        Provided by (Used) in Operating Activities:
            Depreciation                                              4,575          4,772
            Amortization                                                 --              7
            Disposal of Intangible Assets                         1,035,169             --
            Dec. (Inc.) in Accounts Receivables                      74,078        247,385
            Dec. (Inc.) in Note Receivable                          200,000       (200,000)
            Dec. (Inc.) in Other Current Assets                          --         21,559
            Inc. (Dec.) in Accounts Payable                          62,973          2,687
            Inc. (Dec.) in Accrued Expenses                         (46,833)        82,860
            Inc. (Dec.) in Accrued Income Taxes                          --        (40,523)
            Inc. (Dec.) in Deferred Income Taxes                         --         (9,936)
                                                                ------------   ------------

                   Net Cash Provided by (Used) in
                       Operating Activities                         (49,902)      (324,486)
                                                                ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Aquisition of Equipment                                           --         (1,067)
       Disposal (Aquisition) of Intangible Assets                 2,700,000     (2,935,000)
                                                                ------------   ------------

                   Net Cash Provided by (Used) in
                       Investing Activities                       2,700,000     (2,936,067)
                                                                ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Issuance of Stock                                                 --         89,167
       Other Liability                                           (2,700,000)     2,700,000
                                                                ------------   ------------

                   Net Cash Provided by(Used) in
                       Financing Activities                      (2,700,000)     2,789,167
                                                                ------------   ------------

NET INCREASE (DECREASE) IN CASH                                     (49,902)      (471,386)

CASH - BEGINNING                                                     67,168        538,554
                                                                ------------   ------------

CASH - ENDING                                                   $    17,266    $    67,168
                                                                ============   ============


See accompanying notes to consolidated financial statements.

</TABLE>

                                            F-5

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                   Consolidated Notes to Financial Statements
                                December 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
This summary of significant accounting policies of Synergy 2000, Inc. (the
Company) and its subsidiaries is presented to assist in understanding the
Company's consolidated financial statements. The financial statements and notes
are representations of the Company's management who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles, and industry practices, and have been
consistently applied in the preparation of the financial statements.

ORGANIZATION AND BUSINESS - The Company is an information systems integrator and
management consulting firm providing value added technology and management
solutions for companies to prepare them tactically and strategically to compete
in the 21st Century. The Company offers a suite of products and services for
solving systems' problems related to their rapidly changing technology needs and
the management thereof.

Infinity Technology Solutions, Inc. (ITS): During 2001, the Company formed ITS
for the purpose of acquiring Convert-Tech, Inc. The acquisition was consummated
on October 16, 2001 pursuant to an Agreement and Plan of Merger. ITS will now be
able to provide internet-based solutions that enable e-commerce in an effort to
streamline and automate the insurance distribution, policy servicing and review
process. ITS's software applications (including wireless applications) and
professional services offerings are designed to meet the evolving needs of
carriers, distributors and buyers of insurance. 5,000,000 shares of the
Company's $.001 par value common stock was issued for all the outstanding common
shares of Convert-Tech, Inc.

Statewide General Synergy S2K, Inc. (Statewide): On October 22, 2001, the
Company formed Statewide, as a wholly-owned subsidiary, for the purpose of
marketing and servicing a discount comprehensive medical card.

Argos 2000, Inc. (Argos): On June 25, 1998, the Company and Argos Technologies,
Inc. (an unrelated company) agreed to form Argos for the purpose of marketing
Year 2000 compatible policy administration software to the auto insurance
industry. The Company received 51% of the newly issued common stock of Argos in
exchange for 200,000 shares of its $.001 par value common stock. Argos
Technologies, Inc. received 49% of the newly issued common stock of Argos, plus
certain contingent commissions based on sales, in exchange for an exclusive,
non-transferable, license, throughout the world, to market certain proprietary
software products.

The operations of Argos did not commence in earnest during this period of time.
Therefore, on September 30, 2000 the Company agreed to exchange its interest in
Argos to redeem 200,000 shares of its $.001 par value common stock. Effective
January 29, 2002, all remaining outstanding contingent liabilities associated
with Argos were resolved with no additional liability to the Company.
Accordingly, the accrual of $187,500, provided by the Company to cover any
future liability, was written off to income for the year ended December 31,
2002.



                                       F-6

<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2002

Industry Concentrations: Since the Company's clients include all industries, its
ability to collect amounts due from them as a result of extending them credit,
is not affected by economic fluctuations in any particular industry.
Additionally, during the year ended December 31, 2002, the Company derived more
than 68% of its revenues from one client. No other clients accounted for more
than 10%.

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its subsidiaries, Infinity Technology Solutions,
Inc. and Statewide General Synergy S2K, Inc. All significant intercompany
transactions and balances have been eliminated.

REVENUE RECOGNITION - Revenue from contract consulting services are recognized
on the percentage-of-completion method. Revenue from sales of software and
software documentation products is generally recognized upon product shipment
provided that no significant vendor obligations remain and collection of the
resulting receivable is deemed probable.

DEPRECIATION - The Company's equipment is depreciated using the straight-line
method. Depreciation expense totaled $4,575 for the year ended December 31, 2002
and $4,772 for the year ended December 31, 2001.

INTANGIBLE ASSETS - On October 16, 2001, in connection with its acquisition of
Convert-Tech, Inc., Infinity Technology Solutions, Inc. acquired an exclusive
right to all the technology and processing intellectual property rights and
interests of an internet based insurance software product for the distribution,
policy servicing and review process. The software was valued at $800,000. Due to
contract disputes, on October 1, 2002, a release agreement was entered into
whereby these assets were returned to the original owner and an $800,000 loss
was recognized in the accompanying consolidated statements of operations for the
year ended December 31,2002.

In December 2001, Infinity Technology Solutions, Inc. acquired an exclusive
right to all the technology and processing intellectual property rights and
interests of a stand-alone insurance broker/agency software product valued at
$126,000. No amortization or impairment loss was recognized in 2002 or 2001.

Additionally, in December 2001, the Company acquired an exclusive right to all
the technology and processing intellectual property rights and interests of an
insurance claims processing system valued at $2,935,000. Due to a lack of
sufficient working capital, the Company was unable to fulfill its contractual
obligations. As a result, these assets were returned to the original owner and a
$235,169 loss was recognized in the accompanying consolidated statements of
operations for the year ended December 31, 2002.



                                      F-7

<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2002

DEFERRED INCOME TAXES - For income tax reporting, the Company uses accounting
methods that recognizes depreciation sooner than for financial statement
reporting and does not recognize income and certain expenses until received or
paid. As a result, the basis of equipment, accounts receivable, and certain
accrued expenses for financial reporting exceeds its tax basis. Deferred income
taxes have been recorded for the excess, which will be taxable in future periods
through reduced depreciation deductions, and increased income for tax purposes.

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

NOTE 2 - NOTE RECEIVABLE
------------------------
On January 12, 2001, the Company deposited $250,000 with Energy Products of
Idaho in an attempt to broker a joint venture between Energy Products of Idaho
and California Biomass Repowering Corporation. The joint venture was not closed;
therefore, pursuant to the terms of the negotiation agreement, $50,000 was
non-refundable and has been expensed by the Company in the accompanying
consolidated statements of operations for the year ended December 31, 2001, and
$200,000 was refunded, plus interest at 9.00% per annum, on February 7, 2002.

NOTE 3 - EQUIPMENT
------------------
Equipment consists of the following:


  Computer Equipment                                  $   24,893
  Accumulated Depreciation                               (16,260)
                                                      -----------
                                                      $    8,633
                                                      ===========

NOTE 4 -  LINES OF CREDIT
-------------------------
In February 2000, the Company obtained a $200,000 line of credit from its bank,
payable on demand, to be used as needed for operating purposes. As of December
31, 2002, none of this line of credit had been utilized. The line of credit is
secured by all assets of the Company, and bears interest at the bank's prime
rate plus one-half percent (4.75% at December 31, 2002).

In December 2002, the Company obtained another line of credit in the amount of
$40,000 from a financial corporation, payable on demand, to be used as needed
for operating purposes. As of December 31, 2002, none of this line of credit has
been utilized. The line of credit is unsecured, and bears interest at the bank's
prime rate plus five and sixty one one hundredths percent (9.86% at December 31,
2002).


                                      F-8

<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2002

NOTE 5 - INCOME TAXES
---------------------
The income tax provision consists of the following:



                                                2002                2001
                                           ---------------     ---------------
      Current                              $      ---          $    (40,523)
      Deferred                                    ---                (9,936)
                                           ---------------     ---------------
                                           $      ---          $    (50,459)
                                           ===============     ===============



The income tax provision differs from the expense that would result from
applying statutory rates to income before taxes as follows:


                                                           2002         2001
                                                       -----------   -----------
      Income Tax Expense Computed at the
         Statutory Federal Income Tax Rate             $ (469,154)   $ (164,477)
      Increase (Decrease) in Income Taxes
         Resulting From:
               Net Operating Losses Not Recognized        469,154       114,018
                                                       -----------   -----------
                                                       $      ---    $  (50,459)
                                                       ===========   ===========


NOTE 6 - STOCKHOLDERS' EQUITY
-----------------------------
COMMON STOCK - For the year ended December 31, 2001, the Company issued 445,833
shares of its $.001 par value common stock in exchange for services valued at
$89,167.

Additionally, the Company issued 840,000 shares of its $.001 par value common
stock in exchange for an intangible asset valued at $126,000.

STOCK OPTION PLAN - In December 2000, the Company implemented a stock option
plan for non-employee directors and consultants, officers and key employees
which provides for qualified and nonqualified options, as determined by the
Administrator at the time of grant of an option. The Board of Directors
determines the option price at the date of grant. The options generally expire
ten years from the date of grant and are exercisable over the period stated in
each option.



                                      F-9

<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2002



                                                  Outstanding Options
                                                  -------------------
                                  Reserved                         Price Per
                                   Shares          Number           Share
                               --------------   -------------   --------------
       Balance 12/31/01           1,500,000          537,500      $.50 -.90
           Reserved                     ---              ---            ---
           Granted                      ---          225,000           .165
           Exercised                    ---              ---            ---
           Expired                      ---         (312,500)      .165-.90
                               --------------   -------------
       Balance 12/31/02           1,500,000          450,000      $.165-.90
                               ==============   =============

At December 31, 2002, nonqualified options to purchase 450,000 shares of common
stock were granted; options to purchase 450,000 shares were exercisable as of
December 31, 2002; and options to purchase 1,050,000 shares were available for
future grants under the Plan.

NET INCOME (LOSS) PER SHARE - Net income (loss) per common share has not been
computed since it is not significant.

NOTE 7 - CAPITAL RESOURCES
--------------------------
During the years presented in the consolidated financial statements, the Company
has sustained recurring losses. As a result, the Company's financial position
has weakened and current liabilities exceed current assets by $377,184. Expense
reductions have been implemented by management during these periods and as
explained more fully in Note 4, the Company does have access to unused lines of
credit totaling $240,000. However, management believes that the Company's future
success is dependent upon reversing the sales decline and/or raising additional
capital.

The Company is aggressively pursuing new product and contract opportunities
within the industry it operates and the cash constraints imposed by the present
financial situation of the Company. In addition, the Company is actively
pursuing both debt and equity financing sources. However, there can be no
assurance of the success of either of these programs



                                      F-10

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on April
29, 2003.

                                     SYNERGY 2000, INC.,

                                     By: /s/ Eli Dabich, Jr.
                                         ---------------------------------------
                                         Eli Dabich, Jr., Chairman, Chief
                                         Executive Officer and President
                                         (Principal Executive Officer)

                                     By: /s/ Jeanette T. Smith
                                         ---------------------------------------
                                         Jeanette T. Smith, Executive Vice
                                         President, Treasurer and Secretary
                                         (Principal Financial and Accounting
                                         Officer)

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

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eli Dabich, Jr., and Jeanette T. Smith,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Annual Report on Form 10-KSB, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue thereof.
<TABLE>
<CAPTION>

   SIGNATURE                                 TITLE                                  DATE
   ---------                                 -----                                  ----

<S>                                  <C>                                       <C>

 /s/ Eli Dabich, Jr.                 Chairman, Chief Executive Officer,        April 29, 2003
-----------------------------        President and Director
Eli Dabich, Jr.                      (Principal Executive Officer)

 /s/ Jeanette T. Smith               Executive Vice President, Treasurer,      April 29, 2003
-----------------------------        Secretary and Director
Jeanette T. Smith                    (Principal Financial and
                                     Accounting Officer)
</TABLE>

<PAGE>

                                 CERTIFICATIONS

     I, Eli Dabich, Jr., certify that:

     1. I have reviewed this annual report on Form 10-KSB of Synergy 2000, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

     6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 29, 2003

                   /s/ ELI DABICH, JR.
                     Eli Dabich, Jr.
     CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER


<PAGE>

     I, Jeanette T. Smith, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Synergy 2000, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

     6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 29, 2003

            /s/ JEANETTE T. SMITH
              Jeanette T. Smith
                          EXECUTIVE VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER


<PAGE>

                               SYNERGY 2000, INC.
                                   FORM 10-KSB
                                INDEX TO EXHIBITS

Exhibits                                                                    Page
                                                                            ----

*3.1               Articles of Incorporation
*3.2               Certificate of Amendment to Certificate of Incorporation
*3.3               By-Laws
 3.4               Amended and Restated By-Laws
**10.1             2000 Stock Incentive Plan
**10.2             Form of Stock Option Agreement
**10.3             Employment Agreement dated as of July 1, 2000, between the
                   Registrant and Eli Dabich, Jr.
**10.4             Employment Agreement dated as of July 1, 2000, between the
                   Registrant and Jeanette T. Smith
**10.5             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Eli Dabich, Jr.
**10.6             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Jeanette T. Smith
**10.7             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Charles R. Cronin, Jr.
***10.8            Agreement dated as of April 1, 2001, between the Registrant
                   and LOMA, a Georgia not-for-profit corporation
****10.9           First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Eli Dabich, Jr.
****10.10          First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Jeanette T. Smith
*****10.11         Agreement and Plan of Reorganization by and among the
                   Registrant, Infinity Technology Solutions, Inc. and
                   Convert-Tech, Inc. dated October 16, 2001
*****10.12         Employment Agreement dated as of October 16, 2001, between
                   the Registrant and Charles R. Cronin, Jr.
******10.13        Development, License and Proprietary Rights Agreement dated
                   December 31, 2001, between the Registrant and CCC Information
                   Services, Inc.
10.14              Termination Agreement dated as of April 9, 2003, between the
                   Registrant and CCC Information Services, Inc.
21.1               Subsidiaries of the Registrant
99.1               Certifications of Chief Executive Officer and Chief Financial
                   Officer pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

*          Previously filed as exhibit to Registrant's Form 10-SB filed with the
           Securities and Exchange Commission on August 12, 1998.

**         Previously filed as exhibit to Registrant's Form S-8 filed with the
           Securities and Exchange Commission on March 28, 2001.

***        Previously filed as exhibit to Registrant's Form 10-QSB filed with
           the Securities and Exchange Commission on May 14, 2001.

****       Previously filed as exhibit to Registrant's Form 10-QSB filed with
           the Securities and Exchange Commission on November 14, 2001.

*****      Previously filed as exhibit to Registrant's Form 8-K filed with the
           Securities and Exchange Commission on October 30, 2001.

******     Previously filed as exhibit to Registrant's Form 8-K filed with the
           Securities and Exchange Commission on January 14, 2002