<PAGE>

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

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

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

              For the fiscal year ended December 31, 2001

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

                         Commission file number: 0-24640

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

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

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

                    Issuer's telephone number (626) 792-8600

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

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

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

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

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

         Issuer's revenues for the year ended December 31, 2001 were $992,345.

         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 28, 2002 was $840,915. 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 28, 2002, was 16,937,333.

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

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

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

The year ended December 31, 2001 was challenging for the Company as well as for
other companies in the systems integration and technology business. Most
companies did not initiate any new information technology projects due to
macro-economic factors. Accordingly, the Company focused its efforts during 2001
principally on the development and/or acquisition of products, including the
acquisition of a claims administration system for the property and casualty
industry, its continuing development of an integrated ASP model consisting of
products and services for the risk management industry, and its continuing
offering of management advisory services.

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

Nature of Company's Products and Services

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

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

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

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

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

                                       2

<PAGE>

Marketing

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

During the year ended December 31, 2001, the Company derived more than 81% of
its revenues from four clients. One of those clients, CCC Information Services,
notified the Company in writing on February 2, 2001, but not in accordance with
the contract, that it was terminating the Company's consulting agreement. The
Company subsequently was paid in full for all amounts billed as of that date,
totaling $234,707.25. The Company acquired ownership of the claims
administration system in consideration for future royalty payments to CCC
Information Services aggregating $2,935,000.00, based substantially on future
sales and/or licensing revenues secured by the Company. As of this date, the
Company has paid $235,000.00 of such future royalty obligation. The Company's
marketing plan outlines efforts to focus on major projects for several large
clients simultaneously to minimize the Company's dependency on any one client.
No other clients accounted for more than 10% of the Company's revenues during
the year ended December 31, 2001.

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

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

Employees

As of March 28, 2002, the Company has four full-time employees. The Company's
employees include the Company's President and two Executive Vice Presidents, and
an administrative assistant who is responsible for the Company's newsletter and
other marketing support activities. 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 our 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

During the 4th quarter of 2001, the Company entered into three significant
software acquisition/development 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. This acquisition furthers the Company's business plan to acquire
and/or develop products and services focusing on the Company's core competencies
in the insurance and financial services industries.

The Company had previously reported that it had received in writing a notice on
February 2, 2001 that CCCIS was terminating the Company's consulting agreement.
Pursuant to the Agreement, CCCIS remitted payment to the Company of all invoices
relating to services rendered on or before February 2, 2001 aggregating
$234,707.25, the parties released each other from all liabilities related to the
consulting agreement originally entered into in 1999, and the Company made an
initial royalty payment of $235,000.00 to CCCIS. The Company's continuing
royalty obligation to CCCIS has been reduced to $2,700,000.00 as a result of the
initial payment. In addition, the Company has undertaken further development
obligations with respect to a Base and Auto System to be completed by the end of
the second quarter of 2002, and the development of a Personal Lines System to be
completed by the end of the fourth quarter of 2002, which deadlines are subject
to extension during certain acceptance testing periods.

(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.

(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. In connection with this acquisition, CTI
stockholders received five million shares of the Company's Common Stock valued
at $800,000. As a result of this transaction, Charles R. Cronin, Jr., a director
of the Company, and his affiliates became the record and beneficial owners of
approximately 25% of the Company's capital stock.

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

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

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

                                       4

<PAGE>

The Argos product provides an automated policy administration system for
non-standard automobile insurance policies. The operations of Argos 2000, Inc.
did not commence as contemplated by the Company. Therefore, on September 30,
2000 the Company agreed to exchange its interest in Argos 2000, Inc. in
consideration for the redemption of 200,000 shares of its common stock. The
Company remains contingently liable for a contract dispute involving Argos 2000,
Inc. Accordingly, it has provided an accrual of $187,500 at December 31, 2001
which, in the opinion of management, is sufficient to cover any liability on the
Company's part. Operating activity of Argos 2000, Inc. is included in the
financial statements and is not considered significant.

The Company anticipates that it will be able to introduce, market and sell, and
service products principally targeting the insurance industry. In this regard,
the Company is continuing its development of an integrated ASP model consisting
of products and services for the property and casualty and life insurance
industries. As is customary in software licensing and sales, each system will
need to be modified for each customer to meet the unique characteristics and
requirements of the customer. It is contemplated that deposits will be made by
the customer to offset expenses of each sale.

Item 2. Description of Property.

Our principal executive offices are located in Pasadena, California, where we
sublease from Jeanette T. Smith, the Company's Executive Vice President,
Treasurer, Secretary and a Director, approximately 205 square feet at a monthly
rental of $369.00 that expires in July 2002. In addition, the Company leases
1,508 square feet at 5236 Colodny Drive, Suite 104, Agoura Hills, California, at
a base monthly rental of $2,322.00 that expires September 30, 2002. As we
expand, we anticipate that additional space will be available on commercially
reasonable terms, but no assurance can be made in this regard. Our President and
Executive Vice Presidents, respectively, also operate offices from their homes.
No real property is owned directly by the Company.

Item 3.  Legal Proceedings.

No legal proceedings are currently ongoing, contemplated or threatened.

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

No matter was submitted to stockholders.

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

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

                         2000
                         ----
1st Quarter        2.625       0.625
2nd Quarter        1.75        0.50
3rd Quarter        2.1875      1.125
4th Quarter        1.4375      0.375

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

As of December 31, 2001 there were 202 recordholders of the Company's common
stock. Holders of common stock are entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefor. We
have never declared or paid any dividends on our common stock. We intend to
retain any future earnings for use in the operation and expansion of our
business. Consequently, we do not anticipate paying any cash dividends on our
common stock to our stockholders for the foreseeable future.

                                       5

<PAGE>

Transfer Agent

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

Item 6. Management Discussion and Analysis or Plan of Operations

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

Plan of Operations

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

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

Statement of Operations December 31, 2001 to December 31, 2000

The Company's revenues or fees billed were $992,345 for the year ended December
31, 2001 compared to $2,346,696 for the comparable period in 2000. The decrease
was due primarily to a reduced number of consulting arrangements entered into by
the Company due to a slowdown caused by macro-economic factors during 2001. The
year ended December 31, 2001 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 2001 principally on the development
and/or acquisition of products, including the acquisition of a claims
administration system for the property and casualty industry, its continuing
development of an integrated ASP model consisting of products and services for
the risk management industry, and its continuing offering of management advisory
services, resulting in a significant increase in the Company's assets of
$4,264,107 for the year ended December 31, 2001 compared to $947,150 for the
year ended December 31, 2000.

The Company's operating expenses during the year ended December 31, 2001 were
$1,487,898 compared to $2,250,302 during the comparable period in 2000. Lower
expenses in 2001 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 $433,297 for the year ended December 31, 2001 as compared to net
income of $113,756 for the year ended December 31, 2000.

During the year ended December 31, 2001, the Company derived more than 81% of
its revenues from four clients. One of those clients, CCC Information Services,
notified the Company in writing on February 2, 2001, but not in accordance with
the contract, that it was terminating the Company's consulting agreement. The
Company subsequently was paid in full for all amounts billed as of that date,
totaling $234,707.25. The Company acquired ownership of the claims
administration system in consideration for future royalty payments to CCC
Information Services aggregating $2,935,000.00, based in part on future sales
and/or licensing revenues secured by the Company. As of this date, the Company
has paid $235,000.00 of such future royalty obligation. The Company's marketing
plan outlines efforts to focus on major projects for several large clients
simultaneously to minimize the Company's dependency on any one client. No other
clients accounted for more than 10% of the Company's revenues during the year
ended December 31, 2001.

Except as otherwise set forth in the foregoing discussion, the Company is not
aware of any trend that will adversely affect its revenues in 2002. 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 2001 are dependent upon its ability to diversify
its product and service offerings. We intend to increase the development of
products, such as claims administration systems, for the insurance industry,
intend to increase our management advisory services, and are continuing our
development of an integrated ASP model consisting of products and services for
the property and casualty and life insurance industries.

                                       6
<PAGE>

Liquidity

The Company's working capital was $(37,064) as of December 31, 2001 compared to
$541,000 at December 31, 2000. This decrease was primarily attributable to an
increase in accrued expenses and a decrease in accounts payable and cash,
partially offset by an increase in a note receivable.

During the year ended December 31, 2001, the Company derived more than 81% of
its revenues from four clients. One of those clients, CCC Information Services,
notified the Company in writing on February 2, 2001, but not in accordance with
the contract, that it was terminating the Company's consulting agreement. The
Company subsequently was paid in full for all amounts billed as of that date,
totaling $234,707.25. The Company acquired ownership of the claims
administration system in consideration for future royalty payments to CCC
Information Services aggregating $2,935,000.00, based in part on future sales
and/or licensing revenues secured by the Company. As of this date, the Company
has paid $235,000.00 of such future royalty obligation. The Company's marketing
plan outlines efforts to focus on major projects for several large clients
simultaneously to minimize the Company's dependency on any one client. No other
clients accounted for more than 10% of the Company's revenues during the year
ended December 31, 2001.

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.
The Company remains contingently liable for a contract dispute involving Argos
2000, Inc. Accordingly, it has provided an accrual of $187,500 at December 31,
2001 which, in the opinion of management, is sufficient to cover any liability
on the Company's part. Operating activity of Argos 2000, Inc. is included in the
financial statements and is not considered significant.

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 has repaid the $30,000 nonrefundable
payment as of the date of this Report. Under the terms of the EPI agreement, the
$200,000 obligation was repaid by EPI in a lump sum on January 29, 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, 2001, 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 (5.25% at December 31, 2001). The Company has
no commitments for capital expenditures and believes its available cash is
sufficient for its present operations for the next 12 months.

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.

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.

                                       7

<PAGE>

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
Charles R. Cronin, Jr.   -    Executive Vice President and Director

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

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

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

                                       8

<PAGE>

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

CHARLES R. CRONIN, JR., age 49, has served as a Executive Vice President of the
Company and as President of the Company's technology subsidiary, Infinity
Technology Solutions, Inc. since October 2001, and as a director of the Company
since December 2000. Mr. Cronin earned a B.S. degree in Business Administration
and Accounting from the University of Illinois. From 1979 to February 1990, Mr.
Cronin served in several executive capacities for Allstate Insurance Company,
serving most recently as the Information Resources Director, Corporate
Controller Department. From February 1990 to September 1993, Mr. Cronin worked
as a Senior Manager for Price Waterhouse where his responsibilities included the
creation and implementation start-up of the Operational and Technology
consulting practice focused on the insurance industry. From September 1993 to
May 1998, Mr. Cronin served as Vice President, Systems Integration for Zenith
Insurance Company. From May 1998 to October 2001, Mr. Cronin has served as the
President of Convert-Tech, Inc. and Infinity Web Systems, Inc. developing
products for, and providing information technology consulting services to,
property and casualty insurance companies in collaboration with the Company.

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

To our knowledge, during and for the Company's year ended December 31, 2001,
there were no directors or officers or more than 10% shareholders of the Company
who failed to timely file a Form 3, Form 4 or Form 5. The Company will encourage
beneficial owners of more than 10% of its common stock to file their reports in
compliance with Section 16(a) of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.

The following table sets forth all compensation paid by the Company during 2000
and 2001 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.                         2001                     $110,000
Chairman and President                  2000                     $121,000

Jeanette Tebrich Smith                  2001                     $106,334
Executive Vice President                2000                     $116,000

         The following table sets forth further information regarding individual
grants of stock options during fiscal 2001 to each of the named executive
officers. In accordance with the rules of the Securities and Exchange
Commission, the table sets forth the hypothetical gains or "option spreads" that
would exist for the options at the end of their respective five-year terms based
on assumed annualized rates of compound stock price appreciation of 5% and 10%
from the dates the options were granted to the end of the respective option
terms. Actual gains, if any, on option exercises are dependent on the future
performance of the Company's Common Stock and overall market conditions. There
can be no assurance that the potential realizable values shown in this table
will be achieved. The table also shows all options that were granted with
exercise prices equal to fair market value on the dates of grant.

                                       9

<PAGE>
<TABLE>
                                              OPTION GRANTS IN FISCAL 2001
<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        27.8%        $0.90          $0.81        12/20/2010          $31,500     $90,000
Jeanette T. Smith..........   75,000        27.8%        $0.90          $0.81        12/20/2010          $31,500     $90,000
Charles R. Cronin, Jr......   10,000         3.7%        $0.81          $0.81        12/20/2010          $ 5,100     $12,900
-------------
</TABLE>

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

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

         There were no exercises of stock options by any of the named executive
officers in 2001. The following table sets forth certain information concerning
the exercise of stock options during fiscal 2001 by each of the Named Executive
Officers and the number and value at December 31, 2001 of unexercised options
held by said individuals.

<TABLE>
                                      AGGREGATED OPTION EXERCISES IN FISCAL 2001
<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        75,000                0       $        0     $        0
Jeanette T. Smith........           0        $      0        75,000                0       $        0     $        0
Charles R. Cronin, Jr....           0        $      0       110,000                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, 2001
($0.15 per share).

Board of Directors:

During the year ended December 31, 2001, there were three meetings of the
Company's board of directors. Other actions in 2001 were conducted by means of
unanimous written consents on four separate instances.

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

                                       10
<PAGE>

Employment Agreements

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

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

The Company entered into a three-year employment agreement with Charles R.
Cronin, Jr., its Executive Vice President, commencing as of October 16, 2001,
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. The agreement provides that Mr. Cronin receives annual base
compensation of $240,000, subject to adjustment in an amount not less than the
rate paid for the immediately preceding year. Mr. Cronin 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. Cronin receives options, exercisable immediately, as of January 1 of each
year commencing with January 1, 2002, 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. Cronin will vest upon a change in
control of the Company. In addition, if Mr. Cronin is terminated other than for
cause, Mr. Cronin will receive 200% of his base compensation as a severance
payment.

                                       11
<PAGE>

Stock Plans

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

As of December 31, 2001, options to purchase 537,500 shares of common stock were
outstanding at a weighted average exercise price of $.6608 per share. As of
March 28, 2002, options to purchase 762,500 shares of common stock were
outstanding at a weighted average exercise price of $.5145 per share. No shares
had been issued upon exercise of outstanding options, and 762,500 shares
remained available for future grant under the 2000 stock plan.

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

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

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

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

                                       12

<PAGE>

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

The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock as of March 28, 2002 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 28, 2002, 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 16,937,333 shares
of common stock outstanding.

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

<TABLE>
<CAPTION>

Name of Shareholder                     Number of Shares     Percent of Common Stock
-------------------                     ----------------     -----------------------
<S>                                      <C>                         <C>
Eli Dabich, Jr.(1)                        3,457,519                  20.2%
Jeanette T. Smith(2)                      2,725,564                  16.0
Michael D. York(3)                        2,195,000                  13.0
William E. Tabor(4)                       1,450,000                   8.6
Charles R. Cronin, Jr.(5)                 4,372,500                  25.5
All executive officers and directors     10,555,583                  60.6%
  as a group (3 persons)
-------------------

</TABLE>

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

         (1) Includes options to purchase 150,000 shares immediately exercisable
by Mr. Dabich. Includes 100,000 shares held in the name of the Dabich Charitable
Trust U/T/D 10/15/99 which Mr. Dabich may be deemed to share voting and
dispositive power by virtue of his capacity as a Co-Trustee. Mr. Dabich
disclaims beneficial ownership with respect to shares held by the Dabich
Charitable Trust.

         (2) Includes options to purchase 150,000 shares immediately exercisable
by Ms. Smith.

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

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

         (5) Includes options to purchase 185,000 shares immediately exercisable
by Mr. Cronin and 200,000 shares beneficially owned by Mr. Cronin's children.

Item 12. Certain Relationships and Related Transactions.

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

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

                                       13

<PAGE>

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

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

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

In June, 1998 the Company formed Argos, 2000, Inc. to market software programs
for the insurance industry. In connection with the formation of Argos 2000,
Inc., the Company contributed 200,000 shares of its common stock and received
51% of Argos 2000, Inc. Argos Technology, Inc. ("ATI") the other major
shareholder received 49% of the shares of Argos 2000, Inc. and granted Argos
2000, Inc. an exclusive license to market the Argos Systems. A majority of the
shares of ATI are owned by CarNet a corporation affiliated with Michael D. York,
a principal shareholder of the Company. The operations of Argos 2000, Inc. did
not commence as contemplated by the Company. Therefore, on September 30, 2000
the Company agreed to exchange its interest in Argos 2000, Inc. in consideration
for the redemption of 200,000 shares of its common stock. The Company remains
contingently liable for a contract dispute involving Argos 2000, Inc.
Accordingly, it has provided an accrual of $187,500 at December 31, 2000 which,
in the opinion of management, is sufficient to cover any liability on the
Company's part. Operating activity of Argos 2000, Inc. is included in the
financial statements and is not considered significant.

On December 15, 2000, Charles R. Cronin, Jr. was elected a director of the
Company. Mr. Cronin was granted options to purchase 100,000 shares of the
Company's common stock in consideration for his past services vesting
immediately on December 26, 2000, and an additional 10,000 options to purchase
shares of the Company's common stock in consideration for his service as a
non-employee director of the Company, vesting 5,000 shares on the date of grant
and 5,000 shares on the first anniversary date thereof. In addition, Mr. Cronin,
through his wholly-owned corporation, Convert-Tech, Inc. ("CTI"), has provided
consulting services to the Company since 1998. During the year ended December
31, 2000, Mr. Cronin, through CTI, has received payments pursuant to contractual
commitments in connection with the Company's consulting agreement with CCC
Information Services in the amount of $772,452. During the year ended December
31, 2001, Mr. Cronin, through CTI, has received payments pursuant to contractual
commitments in connection with the Company's consulting agreement with CCC
Information Services in the amount of $307,857. On October 16, 2001, the Company
acquired CTI by means of a merger with a newly-formed wholly-owned subsidiary of
the Company, in consideration for the issuance of five million shares of the
Company's Common Stock valued at $800,000. As a result of this transaction,
Charles R. Cronin, Jr., a director of the Company, became an executive officer
of the Company, and he and his affiliates became the record and beneficial
owners of approximately 25% of the Company's capital stock.

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 has repaid the $30,000 nonrefundable
payment as of the date of this Report. Under the terms of the EPI agreement, the
$200,000 obligation is repayable by EPI in a lump sum on January 29, 2002 with
accrued and unpaid interest at the rate of 9% per annum.

                                       14

<PAGE>

On November 1, 2001, the Company issued to: (i) Eli Dabich, Jr., 68,229 shares
of the corporation's common stock in consideration for his commitment to stay
and forbearance under his employment agreement stock by accepting said stock in
lieu of one-half of the cash compensation due and payable under his employment
agreement for the period October 16, 2001 to December 31, 2001; (ii) Jeanette T.
Smith, 65,104 shares of the corporation's common stock in consideration for her
commitment to stay and forbearance under her employment agreement by accepting
said stock in lieu of one-half of the cash compensation due and payable under
her employment agreement for the period October 16, 2001 to December 31, 2001;
(iii) Charles R. Cronin, Jr., 187,500 shares of the corporation's common stock
in consideration for his commitment to stay and forbearance under his employment
agreement by accepting said stock in lieu of the cash compensation due and
payable under his employment agreement for the period October 16, 2001 to
December 31, 2001; and (iv) a consultant to the corporation, 125,000 shares of
the corporation's common stock for services.

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

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

         (b) Reports on Form 8-K.

                  (i) A Current Report on Form 8-K dated October 16, 2001, was
filed on October 30, 2001 with the Securities and Exchange Commission, to report
a transaction under Item 2, Acquisition or Disposition of Assets, to report the
acquisition of 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.

                  (ii) A Current Report on Form 8-K dated December 31, 2001, was
filed on January 14, 2002 with the Securities and Exchange Commission, to report
a transaction under Item 2, Acquisition or Disposition of Assets, to report the
acquisition of a web-enabled Property & Casualty claims management system
handling the claims process from the first notice of loss through payment
request in partial consideration for the payment of certain royalty obligations
to CCC Information Services. This acquisition furthers the Company's business
plan to acquire and/or develop products and services focusing on the Company's
core competencies in the insurance and financial services industries.

         (c) Exhibits

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

*3.1               Articles of Incorporation
*3.2               Certificate of Amendment to Certificate of Incorporation
*3.3              By-laws
**10.1             2000 Stock Incentive Plan
**10.2             Form of Stock Option Agreement **10.3 Employment Agreement
                   dated as of July 1, 2000, between the Registrant and Eli
                   Dabich, Jr.
**10.4             Employment Agreement dated as of July 1, 2000, between the
                   Registrant and Jeanette T. Smith
**10.5             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Eli Dabich, Jr.
**10.6             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Jeanette T. Smith
**10.7             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Charles R. Cronin, Jr. 27
                   Financial Data Schedule
***10.8            Agreement dated as of April 1, 2001, between the Registrant
                   and LOMA, a Georgia not-for-profit corporation
****10.9           First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Eli Dabich, Jr.
****10.10          First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Jeanette T. Smith
*****10.11         Agreement and Plan of Reorganization by and among the
                   Registrant, Infinity Technology Solutions, Inc. and
                   Convert-Tech, Inc. dated October 16, 2001
*****10.12         Employment Agreement dated as of October 16, 2001, between
                   the Registrant and Charles R. Cronin, Jr.
******10.13        Development, License and Proprietary Rights Agreement dated
                   December 31, 2001, between the Registrant and CCC Information
                   Services, Inc.
21.1               Subsidiaries of the Registrant
-------------------------

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

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

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

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

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

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

                                       15


<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                        Consolidated Financial Statements

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

Report of Independent Auditors                                          F-1

Consolidated Balance Sheet                                              F-2

Consolidated Statements of Operations                                   F-3

Consolidated Statements of Stockholders' Equity                         F-4

Consolidated Statements of Cash Flows                                   F-5

Consolidated Notes to Financial Statements                              F-6

                                       16

<PAGE>

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

  Board of Directors
  Synergy 2000, Inc.

  We have audited the accompanying consolidated balance sheet of Synergy 2000,
  Inc. and Subsidiaries as of December 31, 2001, and the related statements of
  operations, stockholders' equity and cash flows for the years ended December
  31, 2001 and 2000. These financial statements are the responsibility of the
  Company's management. Our responsibility is to express an opinion on these
  financial statements based on our audit.

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

  In our opinion, the financial statements referred to above present fairly, in
  all material respects, the consolidated financial position of Synergy 2000,
  Inc., at December 31, 2001, and the consolidated results of its operations and
  its consolidated cash flows for the years ended December 31, 2001 and 2000, in
  conformity with generally accepted accounting principles.

  MILNER AND BROCK, CPA's
  Greenville, South Carolina
  March 27, 2002

                                      F-1

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                        Consolidated Financial Statements
                           Consolidated Balance Sheet
                                                                    December 31,
                                                                        2001
                                                                    ------------
ASSETS
------

     Current Assets:
         Cash                                                       $    67,168
         Accounts Receivable                                            122,732
         Note Receivable                                                200,000
                                                                    ------------
              Total Current Assets                                      389,900

     Equipment, Net                                                      13,207

     Other Assets
         Intangible Assets, Net                                       3,861,000
                                                                    ------------
              Total Other Assets                                      3,861,000
                                                                    ------------

              Total Assets                                          $ 4,264,107
                                                                    ============

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

     Current Liabilities:
         Accounts Payable                                           $   156,604
         Accrued Expenses                                               270,360
                                                                    ------------
              Total Current Liabilities                                 426,964

     Other Liability                                                  2,700,000

     Stockholders' Equity:
         Common Stock, Par Value $.001;
            Authorized 25,000,000 Shares;
            Issued and Outstanding 16,937,333 Shares                     15,937
         Capital in Excess of Par Value of Common Stock               1,489,429
         Retained (Deficit)                                            (368,223)
                                                                    ------------

              Total Stockholders' Equity                              1,137,143
                                                                    ------------

              Total Liabilities and Stockholders' Equity            $ 4,264,107
                                                                    ============

See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                        Consolidated Financial Statements
                      Consolidated Statements of Operations

                                                     Year              Year
                                                     Ended             Ended
                                                  December 31,      December 31,
                                                      2001              2000
                                                  ------------      ------------

Fees Billed                                       $   992,345       $ 2,346,696

Operating Expenses:
       Salaries                                       373,252           301,485
       Contract Services                              632,147         1,489,181
       Taxes and Licenses                              21,966            17,040
       Travel and Business                             49,119            50,618
       Meals and Entertainment                             25               262
       Advertising                                      4,324             5,677
       Professional Fees                              230,245           128,436
       Rent                                            16,307             3,775
       Telephone                                       15,248            13,267
       Supplies                                         6,220            10,493
       Insurance                                       72,913            53,185
       Postage and Shipping                             1,625             3,043
       Dues and Subscription                              270             1,338
       Investor Relations                               1,075             3,143
       Disposal of Subsidiary                             ---            78,977
       Amortization                                         7            72,102
       Depreciation                                     4,772             4,592
       Bad Debts                                          ---            11,815
       Miscellaneous                                   58,383             1,873
                                                  ------------      ------------
                                                    1,487,898         2,250,302
                                                  -----------       -----------

Net Income (Loss) From Operations                    (495,553)           96,394

Interest Income                                        11,797            26,814
                                                  -----------       -----------

Net Income (Loss) Before Income Taxes                (483,756)          123,208

Income Tax Benefit (Expense)                           50,459           (45,275)
                                                  -----------       -----------

Net Income (Loss) Before Minority Interest           (433,297)           77,933

Minority Interest in Net Loss                             ---            35,823
                                                  -----------       -----------

Net Income (Loss)                                 $  (433,297)      $   113,756
                                                  ===========       ===========

See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>
<TABLE>

                                      SYNERGY 2000, INC. AND SUBSIDIARIES
                                       Consolidated Financial Statements
                                Consolidated Statement of Stockholders'Equity
<CAPTION>

                                                                     Capital                              Total
                                                   Common           In Excess          Retained           Stock-
                                   Common           Stock             of Par           Earnings          holders'
                                   Stock          Subscribed          Value            (Deficit)          Equity
                                ------------     ------------      ------------      ------------      ------------
<S>                             <C>              <C>               <C>               <C>               <C>
Balance -
  December 31, 1999             $    10,651      $   112,500       $   969,549       $   (48,682)      $ 1,044,018

     Shares Redeemed                    ---              ---          (490,000)              ---          (490,000)
     Subscriptions Expired              ---         (112,500)              ---               ---          (112,500)
     Net Income                         ---              ---               ---           113,756           113,756
                                ------------     ------------      ------------      ------------      ------------

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

     Shares Issued                    5,286              ---         1,009,880               ---         1,015,166
     Net Loss                           ---              ---               ---          (433,297)         (433,297)
                                ------------     ------------      ------------      ------------      ------------

Balance -
  December 31, 2001             $    15,937      $       ---       $ 1,489,429       $  (368,223)      $ 1,137,143
                                ============     ============      ============      ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                                     F-4

<PAGE>
<TABLE>

                                 SYNERGY 2000, INC. AND SUBSIDIARIES
                                  Consolidated Financial Statements
                                Consolidated Statements of Cash Flows
<CAPTION>

                                                                       Year              Year
                                                                       Ended             Ended
                                                                    December 31,      December 31,
                                                                       2001              2000
                                                                   ------------      ------------
<S>                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income (Loss)                                           $  (433,297)      $    77,933
       Adjustments to Reconcile Net Income (Loss) to Net Cash
        Provided by (Used) in Operating Activities:
            Depreciation                                                 4,772             4,592
            Amortization                                                     7            72,102
            Dec. (Inc.) in Accounts Receivables                        247,385           (97,522)
            Dec. (Inc.) in Note Receivable                            (200,000)              ---
            Dec. (Inc.) in Other Current Assets                         21,559            (8,613)
            Inc. (Dec.) in Accounts Payable                              2,687           (39,762)
            Inc. (Dec.) in Accrued Expenses                             82,860            78,977
            Inc. (Dec.) in Accrued Income Taxes                        (40,523)           38,997
            Inc. (Dec.) in Deferred Income Taxes                        (9,936)            4,189
                                                                   ------------      ------------

                   Net Cash Provided by (Used) in
                       Operating Activities                           (324,486)          130,893
                                                                   ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Acquisition of Equipment                                         (1,067)          (11,315)
       Acquisition of Intangible Assets                             (2,935,000)              ---
                                                                   ------------      ------------

                   Net Cash Used in Investing Activities            (2,936,067)          (11,315)
                                                                   ------------      ------------

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

                   Net Cash Provided by Financing Activities         2,789,167               ---
                                                                   ------------      ------------

NET INCREASE (DECREASE) IN CASH                                       (471,386)          119,578

CASH - BEGINNING                                                       538,554           418,976
                                                                   ------------      ------------

CASH - ENDING                                                      $    67,168       $   538,554
                                                                   ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                                F-5

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
                   Consolidated Notes to Financial Statements
                                December 31, 2001

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

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

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

Statewide General Synergy S2K, Inc. (Statewide): On October 22, 2001, the
Company formed Statewide, as a wholly-owned subsidiary, for the purpose of
marketing and servicing a discount comprehensive medical card. Statewide had no
operations during 2001.

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. The Company
remains contingently liable for a contract dispute involving Argos. Accordingly,
it has provided an accrual of $187,500 at December 31, 2001 which, in the
opinion of management, is sufficient to cover any liability on the Company's
part. Operating activity, for the nine months ended September 30, 2000, of Argos
is included in the accompanying consolidated statements of operations and is not
considered significant.

                                      F-6

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2001

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, 2001, the Company derived more
than 81% of its revenues from four clients. No other clients accounted for more
than 10%.

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

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

DEPRECIATION - The Company's equipment is depreciated using the straight-line
method. Depreciation expense totalled $4,772 for the year ended December 31,
2001 and $4,592 for the year ended December 31, 2000.

INTANGIBLE ASSETS - On October 16, 2001, in connection with its acquisition of
Convert-Tech, Inc., Infinity Technology Solutions, Inc. acquired an exclusive
right to all the technology and processing intellectual property rights and
interests of an internet based insurance software product for the distribution,
policy servicing and review process. The software was valued at $800,000 and no
amortization or impairment loss was recognized in 2001.

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

Additionally, in December 2001, the Company acquired an exclusive right to all
the technology and processing intellectual property rights and interests of an
insurance claims processing system valued at $2,935,000. No amortization or
impairment loss was recognized in 2001.

ORGANIZATION COSTS - Organization costs ($215) are being amortized using the
straight-line method over 60 months. Amortization expense charged to operations
amounted to $7 for the year ended December 31, 2001 and $43 for the year ended
December 31, 2000. Accumulated amortization was $215 at December 31, 2001 and
$208 at December 31, 2000.

                                      F-7

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2001

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 - ACQUISITION
--------------------
On October 16, 2001, Infinity Technology Solutions, Inc. (ITS) acquired all the
outstanding common stock of Convert-Tech, Inc. (CTI) by the issuance of
5,000,000 shares of the Company's $.001 par value common stock. The results of
CTI's operations have been included in the consolidated financial statements
since that date. The aggregate purchase price was $800,000 based on the quoted
market price of the Company's common stock on the date of purchase.

The total purchase price was allocated to acquired intangible assets which
consists of proprietary software owned by CTI. No amortization or impairment
loss was provided in 2001 since it would not be significant and management is in
the process of evaluating its useful life.

The pro forma results of operations which follow assume that the acquisition had
occurred at the beginning of each period presented.

                                      Year Ended                  Year Ended
                                   December 31, 2001           December 31, 2000
                                   -----------------           -----------------
Fees Billed                             $ 1,311,231                 $ 2,346,696
Net Income (Loss)                          (433,297)                    204,335

NOTE 3 - NOTE RECEIVABLE
------------------------
On January 12, 2001, the Company deposited $250,000 with Energy Products of
Idaho in an attempt to broker a joint venture between Energy Products of Idaho
and California Biomass Repowering Corporation. The joint venture was not closed;
therefore, pursuant to the terms of the negotiation agreement, $50,000 was
non-refundable and has been expensed by the Company in the accompanying
consolidated statements of operations, and $200,000 will be refunded plus
interest at 9.00% per annum, on/or before January 29, 2002. The $200,000 is
recorded as a note receivable in the accompanying consolidated balance sheet.

                                      F-8

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2001

NOTE 4 - EQUIPMENT Equipment consists of the following:
-------------------------------------------------------

                  Computer Equipment                $  24,893
                  Accumulated Depreciation            (11,686)
                                                    ----------
                                                    $  13,207
                                                    ==========

NOTE 5 -  OTHER LIABILITY
-------------------------
The terms of the Company's agreement to purchase an insurance claims processing
system require future payments calculated as a percentage of product sales, not
to exceed $2,700,000.

NOTE 6 -  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, 2001, 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 (5.25% at December 31, 2001).

NOTE 7 - INCOME TAXES
---------------------
The income tax provision consists of the following:

                                              2001                 2000
                                        ----------------     ---------------
                  Current               $       (40,523)     $       41,086

                  Deferred                       (9,936)              4,189
                                        ----------------     ---------------
                                        $       (50,459)     $       45,275
                                        ================     ===============

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

                                                          2001           2000
                                                       ----------     ----------
Income Tax Expense Computed at the
   Statutory Federal Income Tax Rate                   $(164,477)     $  41,891
Increase (Decrease) in Income Taxes
   Resulting From:
        Subsidiary Losses Not Recognized                     ---         12,180
        Net Operating Losses Not Recognized              114,018            ---
        Surtax Exemption                                     ---        (10,743)
        State Income Tax - Net of Federal Tax Benefit        ---          8,768
        Rate Differentials Applied to Reversing
           Timing Differences                                ---         (6,865)
        Other                                                ---             44
                                                       ----------     ----------
                                                       $ (50,459)     $  45,275
                                                       ==========     ==========

                                      F-9

<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES
             Consolidated Notes to Financial Statements (Continued)
                                December 31, 2001

The components of deferred income tax expense result from the following
temporary differences between earnings reported for financial reporting and
income tax purposes:

                                                             2001        2000
                                                         ----------   ----------
       Method of Revenue and Expense Recognition         $     ---    $   6,252
       Additional Depreciation for Income Tax Purposes         ---        3,684
                                                         ----------   ----------
                                                         $     ---    $   9,936
                                                         ==========   ==========

NOTE 7 - STOCKHOLDERS' EQUITY
-----------------------------
COMMON STOCK - For the year ended December 31, 2001, the Company issued 445,833
shares of its $.001 par value common stock in exchange for services valued at
$89,167.

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

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

                                                Outstanding Options
                                                -------------------
                                 Reserved                   Price Per
                                  Shares        Number        Share
                               ----------     ---------    ----------
       Balance 12/31/00        1,500,000       400,000     $ .50-.90
           Reserved                  ---           ---           ---
           Granted                   ---       270,000        .63-.90
           Exercised                 ---           ---           ---
           Expired                   ---       132,500           ---
                               ----------     ---------
       Balance 12/31/01        1,500,000       537,500        .50-.90
                               ==========     =========

At December 31, 2001, nonqualified options to purchase 537,500 shares of common
stock were granted and outstanding; options to purchase 462,000 shares were
exercisable as of December 31, 2001; and options to purchase 962,500 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.

                                      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
31, 2002.

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

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

<S>                                  <C>                                       <C>

 /s/ Eli Dabich, Jr.                 Chairman, Chief Executive Officer,        March 31, 2002
-----------------------------        President and Director
Eli Dabich, Jr.                      (Principal Executive Officer)

 /s/ Jeanette T. Smith               Executive Vice President, Treasurer,       March 31, 2002
-----------------------------        Secretary and Director
Jeanette T. Smith                    (Principal Financial and
                                     Accounting Officer)

 /s/ Charles R. Cronin, Jr.          Executive Vice President and Director      March 31, 2002
-----------------------------
Charles R. Cronin, Jr.

</TABLE>

<PAGE>

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

Exhibits                                                                    Page
                                                                            ----

*3.1               Articles of Incorporation
*3.2               Certificate of Amendment to Certificate of Incorporation
*3.3               By-laws
**10.1             2000 Stock Incentive Plan
**10.2             Form of Stock Option Agreement
**10.3             Employment Agreement dated as of July 1, 2000, between the
                   Registrant and Eli Dabich, Jr.
**10.4             Employment Agreement dated as of July 1, 2000, between the
                   Registrant and Jeanette T. Smith
**10.5             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Eli Dabich, Jr.
**10.6             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Jeanette T. Smith
**10.7             Indemnification Agreement dated as of December 29, 2000,
                   between the Registrant and Charles R. Cronin, Jr.
***10.8            Agreement dated as of April 1, 2001, between the Registrant
                   and LOMA, a Georgia not-for-profit corporation
****10.9           First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Eli Dabich, Jr.
****10.10          First Amendment to Employment Agreement dated as of November
                   1, 2001, between the Registrant and Jeanette T. Smith
*****10.11         Agreement and Plan of Reorganization by and among the
                   Registrant, Infinity Technology Solutions, Inc. and
                   Convert-Tech, Inc. dated October 16, 2001
*****10.12         Employment Agreement dated as of October 16, 2001, between
                   the Registrant and Charles R. Cronin, Jr.
******10.13        Development, License and Proprietary Rights Agreement dated
                   December 31, 2001, between the Registrant and CCC Information
                   Services, Inc.
21.1               Subsidiaries of the Registrant

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

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

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

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

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

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

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