<PAGE>

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

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

                                  FORM 10-KSB/A

(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, 2003

[ ]           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.)

                  2815 Cox Neck Road, Chester, Maryland, 21619
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (888) 833-4248

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, 2003 were $949.

         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 25, 2004 was $3,124,591. 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 25, 2004, was 16,107,133.

================================================================================
<PAGE>

EXPLANATORY NOTE:

Our previous auditor was not registered with PCAOB. All previously filed Forms
10-KSB and 10-QSB's are required to be amended to label the columns of all
financial statements as unaudited or not reviewed. All audit or review reports
have been removed.

<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.

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.

The year ended December 31, 2003 was challenging for the Company as well as for
other companies in the systems integration and technology business. Most
companies, including the Company, did not initiate any new information
technology projects due to macro-economic factors. Accordingly, the Company
focused its efforts during 2003 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 2815 Cox Neck Road, Chester, Maryland, 21619,
and our telephone number is (888) 833-4248.

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).

                                        2

<PAGE>

During the year ended December 31, 2003, the Company received only $949 in gross
Revenues. 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. Historically, the Company's revenues have been
concentrated on one or a very small number of clients. Until 2003, the Company
did not believe that such concentrated engagements with a limited number of
clients was significantly prejudicial since the Company derives its revenues
from performing relatively short-term agreements. Once a project is complete the
Company must obtain a new project to replace it. Until 2003, 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 25, 2004, the Company has two 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 terminated 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. A $126,000 loss was
recognized by the Company for the year ended December 31, 2003. The Company is
presently involved in negotiations related to 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. On March 19, 2004, the Company, Mr.
Cronin and his family trust entered into an Acknowledgement and Release,
pursuant to which the Company's indebtedness to Mr. Cronin will be satisfied to
the extent that an unaffiliated third party, Whitmore Trust, acquires certain
Company shares held by Mr. Cronin and his family trust.

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.

                                        4

<PAGE>

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.

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.

Description of Reorganization Agreement

On March 23, 2004, the Company, its wholly-owned subsidiary, MER Resorts, Inc.,
a Delaware corporation ("MER"), and Myriad Golf Resort, Inc., an Alberta, Canada
corporation ("Myriad"), entered into the First Amendment to the Agreement and
Plan of Merger dated February 24, 2004 (collectively, the "Reorganization
Agreement"), whereby the Company agreed to sell to Myriad, an aggregate of
19,268,748 shares of the Company's Common Stock (the "Shares") representing
control of the Company in consideration for the merger of Myriad into MER. The
First Amendment extends the Closing Date as described in Section 7(a)(ii)(B) and
Section 7(a)(iii)(B) of the Reorganization Agreement for a period of
approximately sixty (60) days to May 24, 2004, to provide Myriad with sufficient
additional time to secure the Requisite Stockholder Approval (as defined in the
Reorganization Agreement) resulting from the holding of a Special Meeting of
Myriad stockholders in accordance with the terms and conditions of the Business
Corporations Act of the Province of Alberta, Canada.

The sale of the Shares to Myriad will not be registered under the Securities Act
of 1933, as amended (the "Act"), but will be made in reliance upon an exemption
from the Act's registration requirements. The Company filed an Information
Statement on February 25, 2004 with the Securities and Exchange Commission
pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
thereunder, describing the contemplated transaction, and a copy of the First
Amendment on March 29, 2004 with the Securities and Exchange Commission pursuant
to Form 8-K of the Securities Exchange Act of 1934.

                                        5

<PAGE>

The closing of the transaction has been approved by the respective boards of
director of Company, MER and Myriad. The closing of the transaction is subject
to the approval of the stockholders of Company, MER and Myriad and customary
closing conditions. A special meeting of Myriad stockholders will be held as
promptly as practicable to seek approval of the transaction in conformity with
the requirements of the Business Corporations Act of the Province of Alberta,
Canada. Holders of more than 70% of the Common Stock of Myriad have agreed to
vote those shares in favor of the transaction. Holders of more than 67% of the
Company's Common Stock have agreed to vote those shares in favor of the
transaction.

Item 2. Description of Property.

The Company's corporate headquarters are located in Chester, Maryland. The
Company's office facilities are currently provided on a no-cost basis by the
Company's President. In addition, the Company's Executive Vice President operate
an office from her home. The Company believes that its current facilities are
adequate to meet its foreseeable requirements or that suitable additional or
substitute space will be available if necessary. No real property is owned
directly by the Company.

Item 3.  Legal Proceedings.

On October 1, 2002, the Company entered into an agreement and mutual general
release with Charles R. Cronin, Jr., its former Executive Vice President and
Director. Pursuant to the terms of the agreement, the Company agreed to sell,
transfer and convey to Mr. Cronin all the assets acquired by the Company
pursuant to the Agreement and Plan of Merger dated as of October 16, 2001, among
Convert-Tech, Inc., Infinity Technology Solutions, Inc., and the Company, and to
pay Mr. Cronin the sum of $250,000 not later than March 31, 2003, subject to
acceleration in case the Company secures certain financing. As of this date, the
Company has been unable to repay this obligation to Mr. Cronin. The Company
understands that Mr. Cronin will release the Company of this obligation to the
extent that certain funds are paid by an unaffiliated third party, the Whitmore
Trust in connection with its exercise of options to acquire shares of Company
Common Stock currently held by Mr. Cronin and his affiliates.

Except as set forth above, the Company is not aware of any legal proceedings in
which any director, officer or any owner of record or beneficial owner of more
than five percent of any class of voting securities of the Company, or any
affiliate of any such director, officer, affiliate of the Company, or security
holder, is a party adverse to the Company or has a material interest adverse to
the Company.

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 Yahoo Finance.

                                        6

<PAGE>

                         2002
                         ----
1st Quarter        0.17        0.14
2nd Quarter        0.42        0.15
3rd Quarter        0.46        0.06
4th Quarter        0.20        0.12

                         2003
                         ----
1st Quarter        0.40        0.17
2nd Quarter        0.65        0.03
3rd Quarter        0.51        0.05
4th Quarter        0.06        0.05

As of December 31, 2003 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.

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 consummate the contemplated
Reorganization Agreement, whereby the Company agreed to sell to Myriad, an
aggregate of 19,268,748 shares of the Company's Common Stock representing
control of the Company in consideration for the merger of Myriad into the
Company's wholly-owned subsidiary, MER. If the Reorganization Agreement with
Myriad is not consummated, then we intend 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.

                                        7

<PAGE>

If the Reorganization Agreement with Myriad is not consummated, 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. 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, 2003 to December 31, 2002

The Company's revenues or fees billed were $949 for the year ended December 31,
2003 Compared to $662,761 (including a gain of $187,500 upon the disposal of a
subsidiary) for the comparable period in 2002. The decrease was due primarily to
no new consulting arrangements entered into by the Company due to a slowdown
caused by macro-economic factors during 2003. The year ended December 31, 2003
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 2003 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, 2003 were
$230,515 after subtracting expense related to disposal of intangible assets of
$126,000) compared to $1,026,360 (after subtracting expenses related to disposal
of intangible assets of $1,035,169) during the comparable period in 2002. 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 $359,431 (including expenses of $126,000 related to
disposal of intangible assets) for the year ended December 31, 2003 as compared
to $1,379,864 (including expenses of $1,035,169 related to disposal of
intangible assets) for the year ended December 31, 2002.

During the year ended December 31, 2003, the Company received only $949 in
revenues. 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.

Except as otherwise set forth in the foregoing discussion, the Company is not
aware of any trend that will adversely affect its revenues in 2004. 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 2003 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.

                                        8

<PAGE>

Liquidity

The Company's working capital was $(601,616) as of December 31, 2003 compared to
$(377,184) at December 31, 2002. This deficit was primarily attributable to an
increase in accounts payable, accrued expenses and notes payable, and a decrease
in cash, accounts receivable, and a note receivable.

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, 2003, 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 (4.50% at December 31, 2003). 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, all of this line of credit has been utilized,
bearing interest at a rate of 9.81% at December 31, 2003. In addition, the
Company has received interest-free unsecured loans, payable upon demand, from
various individuals, including its officers and directors, in the aggregate
amount of $4,525 at December 31, 2003. 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.

                                        9

<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

                                        10

<PAGE>

ELI DABICH, JR., age 63, 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.

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 54, 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.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based on a review of copies of such forms furnished to the Company and its
records, the Company believes that during the last fiscal year all of its
officers, directors and greater than 10-percent beneficial owners complied with
Section 16.

                                        11

<PAGE>

Item 10. Executive Compensation.

The following table sets forth all compensation paid by the Company during 2001,
2002 and 2003, 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.                         2003                     $      0
Chairman and President                  2002                     $ 43,500
Chairman and President                  2001                     $110,000

Jeanette Tebrich Smith                  2003                     $      0
Executive Vice President                2002                     $ 43,500
                                        2001                     $106,334

         The following tables set forth further information regarding individual
grants of stock options during fiscal 2002 and 2003 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.

<TABLE>
                                               OPTION GRANTS IN FISCAL 2003
<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 2001    ($/SH)(1)      ($/SH)          DATE              5%($)     10%($)
----                      -------------- -----------    ---------      ------      ------------          -----     ------
<S>                           <C>           <C>          <C>           <C>          <C>                 <C>        <C>
Eli Dabich, Jr.............   75,000        50.0%        $0.187        $0.17        12/20/2010          $ 8,820    $22,352
Jeanette T. Smith..........   75,000        50.0%        $0.187        $0.17        12/20/2010          $ 8,820    $22,352
-------------
</TABLE>


<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          $ 6,822    $16,804
Jeanette T. Smith..........   75,000        33.3%        $0.165        $0.15        12/20/2010          $ 6,822    $16,804
-------------
</TABLE>

                                                              12

<PAGE>

         (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 and 2003. The following table sets forth certain information
concerning the exercise of stock options during fiscal 2002 and 2003 by each of
the Named Executive Officers and the number and value at December 31, 2002 and
at December 31, 2003 of unexercised options held by said individuals.

<TABLE>
                                 AGGREGATED OPTION EXERCISES IN FISCAL 2002 AND 2003
<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       225,000                0       $        0     $        0
Jeanette T. Smith........           0        $      0       225,000                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, 2003
($0.05 per share).

Committees and Meetings of the Board of Directors:

Board of Directors:

During the year ended December 31, 2003, there were two meetings of the
Company's Board of Directors. Other actions in 2003 were conducted by means of
unanimous written consents on four separate instances. In order to facilitate
the various functions of the Board of Directors, the Board of Directors has
created an Audit Committee and a Compensation Committee. The Board of Directors
does not have a nominating committee. The functions customarily performed by a
nominating committee are performed by the entire Board of Directors. Each
director attended all meetings of the Board and the committee on which he or she
was/is a member during 2002 and 2003.

Audit Committee:

The Audit Committee reviews significant financial and accounting issues and the
services performed by and the reports of, the Company's independent auditors and
makes recommendations to the Board with respect to these and related matters.
The current members of the committee are Eli Dabich, Jr. and Jeanette T. Smith.
None of the current members of the Audit Committee are independent based on the
definition of independence promulgated by the National Association of Securities
Dealers, Inc. All of the current members of the Audit Committee will resign
effective as of the Closing of the Reorganization Agreement. The Board of
Directors has not yet appointed new members to the Audit Committee, but intends
to do so at its next meeting.

                                        13

<PAGE>

Compensation Committee:

The Compensation Committee makes decisions as to the compensation and benefits
of the Company's officers and key employees when such decisions are not made by
the Board. The current members of the committee are Eli Dabich, Jr. and Jeanette
T. Smith. The Compensation Committee did not formally meet during 2002 or 2003.
All of the current members of the Compensation Committee will resign effective
as of the Closing of the Reorganization Agreement. The Board of Directors has
not yet appointed new members to the Compensation Committee, but intends to do
so at its next meeting.

Director Compensation:

Each director who is not an employee receives a $5,000 annual retainer, $1,000
for each Board meeting attended in person, $500 for each meeting of a committee
of the Board which is separate from a Board meeting attended in person, and $250
for each Board or committee meeting attended by telephone. Under the Company's
2000 Incentive Stock Plan, non-employee directors receive an initial option
grant to purchase 10,000 shares of Common Stock when such person is first
elected or appointed as a Company director and thereafter, on the date of each
annual meeting of the Company's shareholders, an additional grant to purchase
10,000 shares of Common Stock (other than to directors who receive an initial
grant during the calendar year in which the annual meeting is held), provided
that such non-employee director continues in office after the annual meeting.

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.
Notwithstanding the foregoing terms, Mr. Dabich has agreed to execute and
deliver an Acknowledgement and Release in connection with the Closing under the
Reorganization Agreement providing for the forfeiture of all accrued and unpaid
compensation and benefits and the cancellation of his Employment Agreement and
all options under the Company's 2000 Incentive Stock Plan.

                                        14

<PAGE>

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 her base compensation as a
severance payment. Notwithstanding the foregoing terms, Ms. Smith has agreed to
execute and deliver an Acknowledgement and Release in connection with the
Closing under the Reorganization Agreement providing for the forfeiture of all
accrued and unpaid compensation and benefits and the cancellation of her
Employment Agreement and all options under the Company's 2000 Incentive Stock
Plan.

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, 2003, options to purchase 600,000 shares of common stock were
outstanding at a weighted average exercise price of $.44 per share. As of March
25, 2004, 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. In connection with the closing under the
Reorganization Agreement, the Company's officers and directors have agreed to
cancel 450,000 options previously granted to each of them pursuant to the
Company's 2000 Incentive Stock Plan.

                                        15

<PAGE>

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.

                                        16

<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 25, 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 25, 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 16,107,133 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.

Name of Shareholder                  Number of Shares    Percent of Common Stock
-------------------                  ----------------    -----------------------
Eli Dabich, Jr.(1)                     2,982,119                 18.2%
Jeanette T. Smith(2)                   2,350,564                 14.1
Michael D. York(3)                     2,195,000                 13.6
Charles R. Cronin, Jr.(4)              4,187,500                 26.0
All executive officers and directors   5,332,683                 32.3%
  as a group (2 persons)

-------------------
         (1) Includes options to purchase 225,000 shares immediately exercisable
by Mr. Dabich. Includes 146,800 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. Mr. Dabich's address is 2815 Cox Neck Road, Chester, Maryland,
21619.

         (2) Includes options to purchase 225,000 shares immediately exercisable
by Ms. Smith. Ms. Smith's address is 4711 Hillard Avenue, La Canada, California,
91011.

         (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 3039 Primier Parkway, Suite 100, Duluth, Georgia, 30097.

         (4) 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.

Item 12. Certain Relationships and Related Transactions.

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

                                        17

<PAGE>

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.

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.

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.

                                        18

<PAGE>

         (b) Reports on Form 8-K.

             The Company did not file any reports on Form 8-K during the fiscal
             year ended December 31, 2003.

         (c) Exhibits

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

3.1               Articles of Incorporation (1)

2.1               Agreement and Plan of Merger dated February 24, 2004, among
                  the Registrant, MER Resorts, Inc., and Myriad Golf Resort,
                  Inc. (8)

2.2               First Amendment dated as of March 23, 2004 to the Agreement
                  and Plan of Merger dated February 24, 2004, Among the
                  Registrant, MER Resorts, Inc., and Myriad Golf Resort, Inc.
                  (8)

3.2               Certificate of Amendment to Certificate of Incorporation (1)

3.3               By-Laws (1)

3.4               Amended and Restated By-Laws (7)

10.1              2000 Stock Incentive Plan (2)

10.2              Form of Stock Option Agreement (2)

10.3              Employment Agreement dated as of July 1, 2000, between the
                  Registrant and Eli Dabich, Jr. (2)

10.4              Employment Agreement dated as of July 1, 2000, between the
                  Registrant and Jeanette T. Smith (2)

10.5              Indemnification Agreement dated as of December 29, 2000,
                  between the Registrant and Eli Dabich, Jr. (2)

10.6              Indemnification Agreement dated as of December 29, 2000,
                  between the Registrant and Jeanette T. Smith (2)

10.7              Indemnification Agreement dated as of December 29, 2000,
                  between the Registrant and Charles R. Cronin, Jr. (2)

10.8              Agreement dated as of April 1, 2001, between the Registrant
                  and LOMA, a Georgia not-for-profit corporation (3)

10.9              First Amendment to Employment Agreement dated as of November
                  1, 2001, between the Registrant and Eli Dabich, Jr. (4)

10.10             First Amendment to Employment Agreement dated as of November
                  1, 2001, between the Registrant and Jeanette T. Smith (4)

10.11             Agreement and Plan of Reorganization by and among the
                  Registrant, Infinity Technology Solutions, Inc. and
                  Convert-Tech, Inc. dated October 16, 2001 (5)

10.12             Employment Agreement dated as of October 16, 2001, between the
                  Registrant and Charles R. Cronin, Jr. (5)

                                        19

<PAGE>

10.13             Development, License and Proprietary Rights Agreement dated
                  December 31, 2001, between the Registrant and CCC Information
                  Services, Inc. (6)

10.14             Termination Agreement dated as of April 9, 2003, between the
                  Registrant and CCC Information Services, Inc. (7)

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.

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

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

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

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

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

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

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

(7)      Previously filed as exhibit to Registrant's Form 10-KSB filed with the
         Securities and Exchange Commission on April 30, 2003

(8)      Previously filed as exhibit to Registrant's Form 8-K filed with the
         Securities and Exchange Commission on March 29, 2004

                                       20

<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
                        Consolidated Financial Statements
                                December 31, 2003
                           (Unaudited, Not Reviewed)



               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

                                        21

<PAGE>

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



<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                           (Unaudited)(Not Reviewed)



                                                                    December 31,
                                                                        2003
                                                                    ------------

ASSETS
------

     Current Assets:
         Cash                                                       $     2,082
         Accounts Receivable                                                 --
                                                                    ------------
              Total Current Assets                                        2,082

     Equipment, Net                                                       4,619

     Other Assets
         Intangible Assets, Net                                              --
                                                                    ------------
              Total Other Assets                                             --
                                                                    ------------

              Total Assets                                          $     6,701
                                                                    ============

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

     Current Liabilities:
         Accounts Payable                                           $   335,646
         Accrued Expenses                                               223,527
         Notes Payable                                                   44,525
                                                                    ------------
              Total Current Liabilities                                 603,698


     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               1,494,414
         Retained (Deficit)                                          (2,107,518)
                                                                    ------------

              Total Stockholders' Equity                               (596,997)
                                                                    ------------


              Total Liabilities and Stockholders' Equity            $     6,701
                                                                    ============

          See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)(Not Reviewed)


                                                   Year               Year
                                                   Ended              Ended
                                                December 31,        December 31,
                                                    2003               2002
                                               --------------     --------------

Operating Revenues:
       Fees Billed                             $         949      $     475,261
       Disposal of Subsidiary                             --            187,500
                                               --------------     --------------
                                                         949            662,761

Operating Expenses:
       Salaries                                           --            275,451
       Contract Services                                  --            304,911
       Taxes and Licenses                                 --             13,908
       Travel and Business                               500             47,474
       Meals and Entertainment                           308                390
       Advertising                                        60              1,682
       Professional Fees                             138,052            165,014
       Rent                                            1,573             16,519
       Telephone                                       1,544             11,925
       Supplies                                           60              4,386
       Insurance                                      31,920             70,161
       Postage and Shipping                                9              1,233
       Dues and Subscription                              --                373
       Investor Relations                              1,825              2,025
       Disposal of Intangibles                       126,000          1,035,169
       Depreciation                                    4,014              4,575
       Bad Debts                                      48,654            101,247
       Miscellaneous                                   1,996              5,086
                                               --------------     --------------
                                                     356,515          2,061,529
                                               --------------     --------------

Net Income (Loss) From Operations                   (355,566)        (1,398,768)

Interest (Expense) Income                             (3,865)            18,904
                                               --------------     --------------

Net Income (Loss) Before Income Taxes               (359,431)        (1,379,864)

Income Tax Benefit (Expense)                              --                 --
                                               --------------     --------------

Net Income (Loss)                              $    (359,431)     $  (1,379,864)
                                               ==============     ==============

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


<TABLE>
                            SYNERGY 2000, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (Unaudited)(Not Reviewed)
<CAPTION>


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

     Capital Contributed              --           4,985              --            4,985
     Net Loss                         --              --        (359,431)        (359,431)
                             ------------    ------------    ------------     ------------

Balance -
  December 31, 2003          $    16,107     $ 1,494,414     $(2,107,518)     $  (596,997)
                             ============    ============    ============     ============

               See accompanying notes to consolidated financial statements.

                                           F-4
</TABLE>
<PAGE>


<TABLE>
                              SYNERGY 2000, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)(Not Reviewed)
<CAPTION>


                                                                     Year             Year
                                                                     Ended            Ended
                                                                  December 31,     December 31,
                                                                      2003             2002
                                                                  ------------     ------------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income (Loss)                                          $  (359,431)     $(1,379,864)
       Adjustments to Reconcile Net Income (Loss) to Net Cash
        Provided by (Used) in Operating Activities:
            Depreciation                                                4,014            4,575
            Disposal of Intangible Assets                             126,000        1,035,169
            Dec. (Inc.) in Accounts Receivables                        48,654           74,078
            Dec. (Inc.) in Note Receivable                                 --          200,000
            Dec. (Inc.) in Other Current Assets                            --               --
            Inc. (Dec.) in Accounts Payable                           116,069           62,973
            Inc. (Dec.) in Accrued Expenses                                --          (46,833)
            Inc. (Dec.) in Accrued Income Taxes                            --               --
            Inc. (Dec.) in Deferred Income Taxes                           --               --
                                                                  ------------     ------------

                   Net Cash Provided by (Used) in
                       Operating Activities                           (64,694)         (49,902)
                                                                  ------------     ------------

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

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

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds of Short-term Borrowings                               44,525               --
       Capital Contributed                                              4,985               --
       Other Liability                                                     --       (2,700,000)
                                                                  ------------     ------------

                   Net Cash Provided by(Used) in
                       Financing Activities                            49,510       (2,700,000)
                                                                  ------------     ------------

NET INCREASE (DECREASE) IN CASH                                       (15,184)         (49,902)

CASH - BEGINNING                                                       17,266           67,168
                                                                  ------------     ------------

CASH - ENDING                                                     $     2,082      $    17,266
                                                                  ============     ============

                 See accompanying notes to consolidated financial statements.

                                              F-5
</TABLE>
<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES
                   Consolidated Notes to Financial Statements
                                December 31, 2003
                            (Unaudited)(Not Reviewed)



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 1, 2001 pursuant to an Agreement and Plan of Merger. ITS was now 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
                                December 31, 2003
                            (Unaudited)(Not Reviewed)



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, 2003, the Company derived more
than 100% of its revenues from one client.

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 $4,014 for the year ended December 31, 2003
and $4,575 for the year ended December 31, 2002.

INTANGIBLE ASSETS - On October 1, 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. Due to contract disputes, the product was never delivered; therefore,
a $126,000 loss was recognized in the accompanying consolidated statements of
operations for the year ended December 31, 2003.

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
                                December 31, 2003
                            (Unaudited)(Not Reviewed)



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 was expensed by the Company in the 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                  (20,274)
                                                           ---------
                                                           $  4,619
                                                           =========

NOTE 4 - NOTES PAYABLE
         -------------
Notes Payable consists of the following:

Line of credit from a financial corporation, not to exceed $40,000, and
payable on demand. The line of credit is unsecured, and bears interest
at the bank's prime rate plus five and sixty one one hundredths percent
(9.61% at December 31, 2003).                                           $40,000

Short-term notes from various individuals, and payable on demand. The
notes are unsecured, and are interest free.                             $ 4,525

NOTE 5 - LINE 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, 2003, 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 (4.50% at December 31, 2003).

                                      F-8
<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                   Consolidated Notes to Financial Statements
                                December 31, 2003
                            (Unaudited)(Not Reviewed)



NOTE 6 - INCOME TAXES
         ------------
The income tax provision consists of the following:

                                             2003           2002
                                          ----------     ----------

           Current                        $      --      $      --
           Deferred                              --             --
                                          ----------     ----------
                                          $      --      $      --
                                          ==========     ==========

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

                                                            2003          2002
                                                         ----------   ----------

           Income Tax Expense Computed at the
              Statutory Federal Income Tax Rate          $(122,207)   $(469,154)
           Increase (Decrease) in Income Taxes
              Resulting From:
                    Net Operating Losses Not Recognized    122,207      469,154
                                                         ----------   ----------
                                                         $      --    $      --
                                                         ==========   ==========

NOTE 7 - STOCKHOLDERS' EQUITY
         --------------------
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
                                December 31, 2003
                            (Unaudited)(Not Reviewed)



                                                 OUTSTANDING OPTIONS
                                                 -------------------
                                       Reserved                       Price Per
                                        Shares          Number           Share
                                     -----------     -----------     -----------
       Balance 12/31/02               1,500,000         560,000       $.50 -.90
           Reserved                          --              --              --
           Granted                           --              --              --
           Exercised                         --              --              --
           Expired                           --              --        .55 -.90
                                     -----------     -----------
       Balance 12/31/03               1,500,000         560,000       $.50 -.90
                                     ===========     ===========

At December 31, 2003, nonqualified options to purchase 560,000 shares of common
stock were granted; options to purchase 521,000 shares were exercisable as of
December 31, 2003; and options to purchase 940,000 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 8 - CAPITAL RESOURCES AND SUBSEQUENT EVENT
         --------------------------------------
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 $601,616. Expense
reductions have been implemented by management during these periods and as
explained more fully in Note 5, the Company does have access to an unused line
of credit totaling $200,000. However, management believes that the Company's
future success is dependent upon reversing the sales decline, merging with a
profitable company, 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.

On February 24, 2004, the Company and Myriad Golf Resort, Inc., an Alberta,
Canada corporation, entered into an Agreement and Plan of Merger, whereby the
Company agreed to sell to Myriad, an aggregate of 19,268,748 shares of the
Company's common stock, representing control of the Company, in exchange for all
the outstanding common stock of Myriad. Immediately following the closing of the
merger, the Company intends to implement the Myriad business plan. Myriad was
organized to build resort developments using a series of private equity and debt
financings, but there can be no assurance that the requisite financing can be
secured and on terms reasonably satisfactory to management.

Although the Company feels the Myriad merger will provide it with the necessary
resources and plans to return the Company to profitability, there can be no
assurance of the success of any of the above referenced 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 March
29, 2004.

                                     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.

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

 /s/ Eli Dabich, Jr.       Chairman, Chief Executive Officer,     March 29, 2004
------------------------   President and Director
Eli Dabich, Jr.            (Principal Executive Officer)

 /s/ Jeanette T. Smith     Executive Vice President, Treasurer,   March 29, 2004
------------------------   Secretary and Director
Jeanette T. Smith          (Principal Financial and
                           Accounting Officer)

                                        22


Amended version
                                             Myriad Enterainment & Resorts, Inc.

                                             /s/ Scott Hawrelechko
                                             -----------------------------------
                                             Scott Hawrelechko
                                             Chief Executive Officer

Date: February 24, 2005.



<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: March 29, 2004

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


Amended version
                                             Myriad Enterainment & Resorts, Inc.

                                             /s/ Scott Hawrelechko
                                             -----------------------------------
                                             Scott Hawrelechko
                                             Chief Executive Officer

Date: February 24, 2005.



                                        23

<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: March 29, 2004

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


Amended version
                                             Myriad Enterainment & Resorts, Inc.

                                             /s/ Scott Hawrelechko
                                             -----------------------------------
                                             Scott Hawrelechko
                                             Chief Executive Officer

Date: February 24, 2005.




                                        24

<PAGE>

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

                                     Exhibits                               Page
                                                                            ----

3.1      Articles of Incorporation (1)

2.3      Agreement and Plan of Merger dated February 24, 2004, among
         the Registrant, MER Resorts, Inc., and Myriad Golf Resort,
         Inc. (8)

2.4      First Amendment dated as of March 23, 2004 to the Agreement
         and Plan of Merger dated February 24, 2004, Among the
         Registrant, MER Resorts, Inc., and Myriad Golf Resort, Inc.
         (8)

3.2      Certificate of Amendment to Certificate of Incorporation (1)

3.3      By-Laws (1)

3.4      Amended and Restated By-Laws (7)

10.1     2000 Stock Incentive Plan (2)

10.4     Form of Stock Option Agreement (2)

10.5     Employment Agreement dated as of July 1, 2000, between the
         Registrant and Eli Dabich, Jr. (2)

10.4     Employment Agreement dated as of July 1, 2000, between the
         Registrant and Jeanette T. Smith (2)

10.5     Indemnification Agreement dated as of December 29, 2000,
         between the Registrant and Eli Dabich, Jr. (2)

10.6     Indemnification Agreement dated as of December 29, 2000,
         between the Registrant and Jeanette T. Smith (2)

10.7     Indemnification Agreement dated as of December 29, 2000,
         between the Registrant and Charles R. Cronin, Jr. (2)

10.8     Agreement dated as of April 1, 2001, between the Registrant
         and LOMA, a Georgia not-for-profit corporation (3)

10.9     First Amendment to Employment Agreement dated as of November
         1, 2001, between the Registrant and Eli Dabich, Jr. (4)

10.10    First Amendment to Employment Agreement dated as of November
         1, 2001, between the Registrant and Jeanette T. Smith (4)

10.11    Agreement and Plan of Reorganization by and among the
         Registrant, Infinity Technology Solutions, Inc. and
         Convert-Tech, Inc. dated October 16, 2001 (5)

10.12    Employment Agreement dated as of October 16, 2001, between the
         Registrant and Charles R. Cronin, Jr. (5)

10.13    Development, License and Proprietary Rights Agreement dated
         December 31, 2001, between the Registrant and CCC Information
         Services, Inc. (6)

10.15    Termination Agreement dated as of April 9, 2003, between the
         Registrant and CCC Information Services, Inc. (7)

                                        25

<PAGE>

21.2     Subsidiaries of the Registrant                                      27

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.          28

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

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

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

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

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

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

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

(7)      Previously filed as exhibit to Registrant's Form 10-KSB filed with the
         Securities and Exchange Commission on April 30, 2003

(8)      Previously filed as exhibit to Registrant's Form 8-K filed with the
         Securities and Exchange Commission on March 29, 2004

                                        26