U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB



     [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934.
                 For the quarterly period ended March 31, 2000.


    [ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
                             Exchange Act of 1934.

       For the transition period from ------------ to --------------


                         Commission File Number: 0-5367


                         D-LANZ DEVELOPMENT GROUP, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          DELAWARE                                     11-1717709
       -------------------------------------------------------------------
       (State or other jurisdiction                  (I.R.S.Employer
       incorporation or organization                Identification No.)


                     400 GROVE STREET GLEN ROCK, NEW JERSEY
                   -------------------------------------------
                    (Address of principal executive offices)


                                  201-457-1221
                           ---------------------------
                           (Issuer's telephone number)



                                (Not Applicable)
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


     Check whether the issuer

     (1) filed all  reports  required  to be filed by Section 13 or 15(d) of the
Exchange  Act  during the past 12 months (or for such  shorter  period  that the
registrant was required to file such reports), and

     (2) has been subject to such filing  requirements for the past 90 days.
     Yes [X]    No [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date:

     11,900,000 common shares as of June 30, 2000



     Transitional Small Business Disclosure Format Yes [  ]  No [X]

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

     The  condensed  financial  statements  for the periods  ended June 30, 2000
included  herein have been  prepared by D-Lanz  Development  Group,  Inc.,  (the
"Company")  without  audit,  pursuant  to  the  rules  and  regulations  of  the
Securities  and  Exchange  Commission  (the  "Commission").  In the  opinion  of
management,  the statements include all adjustments  necessary to present fairly
the  financial  position of the Company as of June 30, 2000,  and the results of
operations  and cash flows for the six month  periods  ended  June 30,  1999 and
2000.

     The Company's  results of operations during the six months of the Company's
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.

     The  financial  statements  included  in  this  report  should  be  read in
conjunction  with the  financial  statements  and notes thereto in the Company's
Annual  Report on Form 10-KSB for the fiscal  years ended  December 31, 1999 and
the Company's form 8-K filed as of April 30, 2000.

                                        2

<PAGE>



                         D-LANZ DEVELOPMENT GROUP, INC.
                          (a development stage company)

                           CONSOLIDATED BALANCE SHEET
                                                                  June 30,
                                               December 31,        2000
                                                 1999             Unaudited
                                               ------------      -----------

                                    Assets
Current assets
  Cash and cash equivalents                       $22,661        $35,965
  Short-term financial instruments                               538,213
  Accounts receivable                             823,041      1,204,528
  Short term loans receivable                                    566,047
  Other current assets                            197,908      1,459,250
                                                ---------      ---------
  Total current assets                          1,043,610      3,804,003

Property and equipment
  Vehicles                                                       144,694
  Equipment, furniture and fixtures               122,046        825,263
  Less accumulated depreciation                    (7,000)      (175,191)
                                                  --------      ---------
  Net property and equipment                      115,046        794,766

Other assets
  Guarantee deposit                               235,444      1,345,277
  Government security deposit                          87             90
  Capitalized computer software                                  894,424
  Intangible assets                                 4,076         54,509
                                                  -------      ----------
  Total other assets                              235,531      2,294,300
Total assets                                   $1,394,187     $6,893,069


                      Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable and accrued expenses       $   752,813    $   485,634
  Short-term borrowings                           519,273      1,022,604
  Deferred income                                  98,833        818,233
                                                ---------      ---------
  Total current liabilities                     1,370,919      2,326,471

Stockholders' equity
  Common Stock authorized 50,000,000 shares,
    $0.001  par value each.                        15,000         15,000
Additional paid capital                                        6,206,423
  Currency translation adjustment                  68,146         (3,798)
Deficit accumulated during the
  development stage                               (62,681)    (1,661,027)
Total stockholders' equity                         23,268      4,566,598
Total liabilities and stockholders' equity     $1,394,187     $6,893,069



                 See accompanying notes to financial statements

                                        3

<PAGE>

                         D-LANZ DEVELOPMENT GROUP, INC,
                          (a development stage company)

                      CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                             For the period                     For the period
                                             from inception,    For the six    from inception ,
                                              October 11,      months ended    October 11, 1999,
                                               1999, to         June 30,         to June 30,
                                           December 31, 1999      2000              2000
                                                                Unaudited         Unaudited
                                              -------------     ---------         ----------
<S>                                             <C>           <C>                 <C>

Revenue                                           $87,435      $1,642,634          $1,730,069

Costs of services                                  74,320       1,282,808           1,357,128
                                                  -------      ----------          -----------

Gross profit                                       13,115         359,826             372,941

Operations:
  Selling, general and
     administrative expenses                       69,018       1,907,439           1,976,457
  Depreciation                                        -0-             -0-               -0-
                                                   ------       ---------           ----------
  Total expense                                    69,018       1,907,439           1,976,457

Income (Loss) from operations and
     before corporate income taxes                (55,903)     (1,547,613)         (1,603,516)

Corporate income taxes                              6,925                               6,925

Other income and expenses
  Interest income                                     147          10,485              10,632
  Interest expense                                (49,091)        (49,091)
  Foreign currency transaction loss-net            (7,956)         (7,956)
  Other net                                                        (4,171)             (4,171)
                                                      147         (50,733)            (50,586)

Net income (loss)                                $(62,681)    $(1,598,346)        $(1,661,027)

Net income (loss) per share -basic                   0.00         $(0.10)
Number of shares outstanding-basic             14,999,343      14,999,343
</TABLE>



                 See accompanying notes to financial statements.

                                        4

<PAGE>



                         D-LANZ DEVELOPMENT GROUP, INC.
                          (a development stage company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               For the period from                           For the period from
                                                                inception, October          For the         inception , October 11,
                                                                   11, 1999, to         six months ended            1999, to
                                                                   December 31,          June 30, 2000           June 30, 2000
                                                                       1999               Unaudited               Unaudited
                                                                -----------------      ----------------     ----------------------

<S>                                                                <C>                  <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $  (62,681)          $ (1,598,346)            $ (1,661,027)
Adjustments to reconcile net profit (loss)  to cash used in
   Depreciation of property and equipment                               7,000                168,191                  175,191
  Amortization of intangible asset                                                             4,311                    4,311
  Increase in accounts receivable                                    (823,041)              (381,487)              (1,204,528)
  Increase in advance payments                                       (193,832)            (1,265,418)              (1,459,250)
  Accounts payable and accrued expenses                               752,813              (267,179)                  485,634
  Deferred income                                                      98,833                719,400                  818,233
                                                                     ---------            -----------              -----------
TOTAL CASH FLOWS FROM OPERATIONS                                     (220,908)            (2,620,528)              (2,841,436)

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in guarantee deposit                                      (235,444)            (1,109,833)              (1,345,277)
  Increase in short-term loans receivable                                                   (566,047)                (566,047)
  Short term investments                                                                    (538,213)                (538,213)
  Increase in other investment assets                                     (87)                    (3)                     (90)
  Purchase of intangible asset                                                               (54,741)                 (54,741)
  Purchase of vehicles, equipment, furniture and fixtures            (122,046)              (847,911)                (969,957)
  Increase in software development costs                               (4,076)              (894,427)                (898,503)
  Currency translation adjustment                                       2,803                (6,601)                  (3,798)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                           (358,850)            (4,017,776)              (4,376,626)

CASH FLOWS FROM FINANCING  ACTIVITIES
  Increase in short term borrowings, net                              519,273                503,331                1,022,604
  Sale of common stock                                                 83,146              6,148,277                6,231,423
                                                                     ---------            -----------              -----------

TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                            602,419              6,651,608                7,254,027

NET INCREASE (DECREASE) IN CASH                                        22,661               (13,304)                   35,965
CASH BALANCE BEGINNING OF PERIOD                                                             22,661                       -0-
                                                                      -------              ---------                ---------
CASH BALANCE END OF PERIOD                                          $  22,661            $   35,965                $   35,965
                                                                    =========            ==========                ==========

</TABLE>


                 See accompanying notes to financial statements.

                                        5

<PAGE>


                         D-LANZ DEVELOPMENT GROUP, INC.
                          (a development stage company)

                        STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>

                                                                                       Currency        Deficit
                               Preferred  Preferred  Common      Common   Additional  translation  accumulated during
Date                            stock      stock     Stock        Stock    paid in    adjustment   development stage    Total
                                                                           capital
                               --------   ---------  ------     --------   -------     --------    ------------------   ------
<S>                             <C>        <C>      <C>         <C>      <C>            <C>           <C>              <C>

Balance 12-31-1999               -0-       $-0-     11,934,300  $11,900  $1,470,151                   $(1,269,949)     $212,102

Unaudited
Loss                                                                                                     (402,651)     (402,651)
                                           ----                                                          ---------    ----------

Balance 3-31-2000                -0-       $-0-     11,934,300  $11,900  $1,470,151                   $(1,672,600)    $(190,549)

Proforma effect of spin of                                                 (252,500)                      443,049       190,549
License rights to Global Agri-
Med Technologies, Inc.                                                   (1,229,551)

Effect of 100 to 1 reverse split                  (11,814,957)  (11,780)     11,780                                         -0-

Proforma effect of issuance of
shares to eWeb21 Corporation                       14,880,000    14,880   6,206,543       (3,798)       (1,661,027)  (1,661,027)
                                                   ----------    ------   ---------       -------       -----------   ----------

Balances June 30, 2000          -0-       $-0-     14,999,343   $15,000  $6,206,423      $(3,798)      ($1,661,027)  $4,566,598
                                ===       ====     ==========   =======  ==========      ========      ============  ==========



</TABLE>














                 See accompanying notes to financial statements.

                                     6



<PAGE>
                         D-LANZ DEVELOPMENT GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000


NOTE A--BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted principles for interim financial  information
as set forth in Article 10 of Regulation S-X.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
necessary  adjustments  (consisting  of normal  recurring  accruals)  considered
necessary for a fair  presentation  have been included.  Operating results of D-
Lanz Development  Group,  Inc. (the "Company") for the six months ended June 30,
1999 and 2000 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 31, 2000.

NOTE B--EARNINGS PER SHARE

     In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings Per Share".  Statement No. 128 replaced the calculation of primary and
fully  diluted  earnings  per share with basic and diluted  earnings  per share.
Unlike primary earnings per share, basic earnings per share exclude any dilutive
effects of options, warrants, and convertible securities.  Dilutive earnings per
share is very similar to the  previously  reported  fully  diluted  earnings per
share. The Company adopted Statement No. 128 and has  retroactively  applied the
effects thereof for all periods  presented.  The impact on the per share amounts
previously reported was not significant.

NOTE C - Foreign Currency Transactions

     The functional  currency is the Korean Won. Monetary assets and liabilities
denominated in foreign  currencies are translated into Korean Won at the balance
sheet date and  reported  in US  Dollars.  with the  resulting  gains and losses
recognized in current  results of operations.  Monetary  assets and  liabilities
denominated in foreign  currencies are translated into Korean Won at W1,110.3 to
US$1, the rate of exchange on June 30, 2000. Revenue, expenses, gains and losses
from foreign currency  transactions are converted at the exchange rate in effect
on the date on which the transaction occurred.  All foreign exchange transaction
gains and losses  are  included  in the  results of  operations.  Balance  sheet
accounts, principally in Korean currency, are translated at the current exchange
rate as of the balance  sheet date.  The  resulting  translation  adjustment  is
recorded as a separate component of shareholders' equity.

NOTE D - REORGANIZATION OF THE COMPANY

     During  April,  2000,  D-Lanz  Development  Group,  Inc.,  (the  "Company")
completed a series of transactions as follows:

a.   Reverse Split

     In April,  2000, the Company  reversed split the number of shares of common
stock  outstanding  in a ration of 100 to 1  restating  the  number of shares of
common stock outstanding from 11,900,000 to 120,000.

b.   Formation of Subsidiary

     The Company formed a subsidiary with the name Global Agri-Med Technologies,
Inc. and on March 31, 2000 and in April,  2000  assigned  the License  rights to
certain patented technology to manufacture and market for the countries of Chile
and  Singapore a  temperature  sensing  device and  diagnostic  direct  reading,
digital  device to screen  the breast for  abnormalities,  including  cancer and
transferred  the other  assets and debts of the Company to this  subsidiary.  c.
Reverse Merger of eWeb21 Corporation and Recapitalization of the Company

     In April,  2000,  the  Company  completed  a  reverse  merger  with  eWeb21
Corporation  ("eWeb21") giving effect to the reverse  acquisition which has been
accounted for as the issuance of 11,880,000  shares of common stock by a private
company for the net assets of the  Company,  accompanied  by a  recapitalization
pursuant to an Agreement of Business Combination,  the ("Agreement"),  which was
dated on March, 2000.  Accordingly,  the financial  statements of Company became
the consolidated financial statements of eWeb21 Corporation

     The  consolidated  balance  sheet  as of  June  30,  2000  consists  of the
Unaudited  balance  sheet of the Company as at June 30,  2000 and the  unaudited
balance sheet of eWeb21 at June 30, 2000 and the unaudited related statements of
income,  cash flows and  stockholders'  equity for the six months ended June 30,
2000  and  the  unaudited   related   statements  of  income,   cash  flows  and
stockholders' equity for eWeb21 for the six months ended June 30, 2000.

NOTE E - INCOME TAXES

     The Company  provides for the tax effects of  transactions  reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any,  represent  the future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities are recovered or settled. As of December 31, 1999 and June 30, 2000,
the Company  had no material  current tax  liability,  deferred  tax assets,  or
liabilities to impact on the Company's  financial  position because the deferred
tax asset  related to the  Company's  net  operating  loss carry forward and was
fully offset by a valuation allowance.

     At June 30, 2000,  the Company has net  operating  loss carry  forwards for
income tax purposes of  $1,661,027.  These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2005.

     The  components  of the net  deferred  tax asset as of June 30, 2000 are as
follows:

               Deferred tax asset:
         Net operating loss carry forward                     $  564,749
         Valuation allowance                                  $ (564,791)
         Net deferred tax asset                               $      -0-


     The Company  recognized  no income tax benefit from the loss  generated for
the period from the date of inception  to June 30,  2000.  SFAS No. 109 requires
that a valuation  allowance  be provided if it is more likely than not that some
portion  or all of a  deferred  tax asset will not be  realized.  The  Company's
ability  to  realize  benefit  of its  deferred  tax  asset  will  depend on the
generation of future  taxable  income.  Because the Company has yet to recognize
significant  revenue from the sale of its products,  the Company believes that a
full valuation allowance should be provided.

NOTE F - COMMITMENTS AND CONTINGENCIES

(a)  Lease agreements

     The Company has located its operating and administrative  facilities at 21F
Techno-mart  546-4  Kui-dong,  Kwanggin-gu,  Seoul,Korea  pursuant  to  a  lease
agreement  dated on Jan 1, 2000 for a term of 2 years with minimum annual rental
payments as follows:

     According  to a lease  terms and  conditions  of Korea,  we have paid lease
deposit ($1,345,677) when we made lease contract.  We could get full refund when
the lease contract  expired.  Therefore the actual lease cost might be more than
above figures.

(b)  Consulting Agreements

     The Company has entered in an consulting  agreement  with Samil  Accounting
corporation for a period of 1 years with an annual consulting fee of $5,400

(c)  Retirement and Severance Benefits

     The Company's  retirement  and severance  program is that which is required
under Korean  legislation.  As disclosed in note 1(i), each employee is entitled
to a lump-sum  payment based on a number of factors when they leave the Company.
The  employees are fully vested in these amounts and are entitled to receive the
amounts immediately upon separation.

     The  management  of the Company  believes  that the amount of the Company's
retirement and severance  liability as of June 30, 2000 is immaterial due to the
Company's  short  period  of  operation  and,  therefore,  did not  reflect  the
corresponding   amount  of  liability  on  the  accompanying  balance  sheet  in
accordance with Korean GAAP.

     Under  U.S.  GAAP,  in  accordance  with  the  consensus  in the  Financial
Accounting  Standards  Board ("FASB")  Emerging Issues Task Force ("EITF") Issue
No. 88-1,  the basis of provision  for allowance  for  retirement  and severance
benefits liability is adequately disclosed.

NOTE G - COMMON STOCK SUBSCRIBED

     As of June 30,  2000,  the  Company's  subsidiary  eWeb21 has  received  an
aggregate of $5,179,523  through various private  placements  completed prior to
the date of the  Company's  reorganization  and will be issued  shares of common
stock of the Company at a price as yet to be determined.


Item 2. Management's Discussion and Analysis of Plan of operation

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000

     The following  discussion relates to the results of our operations to date,
and our financial condition:

     This  FORM  10QSB  contains  forward  looking  statements  relating  to our
Company's  future economic  performance,  plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based  on the  beliefs  of,  as well  as  assumptions  made  by and  information
currently  known to, our  management.  The words  "expects,  intends,  believes,
anticipates,  may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking  statements.  The cautionary statements
set forth in this  section are  intended to  emphasize  that actual  results may
differ materially from those contained in any forward looking statement.

Development stage activities.

     The Company has been a development stage enterprise from its inception June
23, 1997 to June 30,  1999.  The Company is in the process of  developing  a web
site on the World Wide Web for the purpose of selling  health care  products and
sharing its expertise by doing consulting.

     On April 15,  2000,  the  Company  entered  into an  Agreement  of Business
Combination with the eWeb21 Corporation ("eWeb"), a Korean corporation, whereby,
the  Company  issued  14,880,000  shares of common  stock for all the issued and
outstanding  shares of common stock of eWeb. The  transaction has been accounted
for as th  issuance of shares of common  stock by a private  company for the net
assets of the  Company,  accompanied  by a  recapitalization.  Accordingly,  the
financial statements of eWeb become the financial statements of the Company.

     During  this  period,  management  devoted  the  majority of its efforts to
initiating  the  process  of the web site  design  and  development,  developing
Internet relationships such as communications service links, customers and other
Internet Presence Providers to enhance the Companies  offerings,  developing and
testing  its  marketing  strategy  and  finding a  management  team to begin the
process  of:  completing  its  marketing  goals;  furthering  its  research  and
development  for its  products;  completing  the  documentation  for and selling
initial shares through the Company's  private  placements;  completing a reverse
merger with Eweb21 Corp;  and  completing  the  documentation  for the Company's
initial  public  offering.   These  activities  were  funded  by  the  Company's
management through the initial sale of shares of eWeb's common stock aggregating
$20,000;  investments  from  stockholders  through the sale of 215,521 shares of
common  stock of eWeb  aggregating  $6,231,423  and  borrowing  an  aggregate of
$1,022,604 on a short term basis.  The Company has not yet generated  sufficient
revenues  during its limited  operating  history to fund its  ongoing  operating
expenses,  repay  outstanding  indebtedness,  or fund its web  site and  product
development  activities.  There can be no assurance that  development of the web
site will be completed and fully tested in a timely manner and within the budget
constraints of management and that the Company's marketing research will provide
a profitable path to utilize the Company's marketing plans.  Further investments
into web site  development,  marketing  research  as  defined  in the  Company's
operating plan will significantly  reduce the cost of development,  preparation,
and  processing of purchases  and orders by enabling the Company to  effectively
compete in the electronic market place.

     For the next 12 months,  the  Company  plans to devote the  majority of its
efforts  to  (i)  obtaining  financing  to  build   administrative  and  service
facilities  to market its  software,  services and  products,  (ii) pursuing and
finding a management  team to continue the process of  completing  its marketing
goals  and to  develop  new  markets.  The  Company  anticipates  that  with the
completion  of a  public  offering,  the  Company  will be able  to  expand  its
operations. The Company anticipates that its results of operations may fluctuate
for the foreseeable  future due to several factors,  including the timing of the
introduction of the Company's products into its target markets; whether and when
new products are  successfully  developed by the Company,  market  acceptance of
current or new products, competitive pressures on pricing, changes in the mix of
products sold.  Operating results would also be adversely affected by a downturn
in the market for current  technology  it  improved  technology  is  introduced.
Because the  Company is  continuing  to  increase  its  operating  expenses  for
personnel and other general and administrative expenses, the Company's operating
results  would  be  adversely  affected  if its  sales  did not  correspondingly
increase.  The Company's limited operating history makes accurate  prediction of
future operating results difficult or impossible.

     The Company's  results of operations for the six months ended June 30, 2000
should be viewed with considerable caution due to the following factors:

1)   Results of operations  for the period from  iception,  October 11, 1999, to
     December 31, 1999 and for the six months ended June 30, 2000 do not reflect
     a full  year's  worth of  revenues  but rather 51 days of  revenues  as the
     Company since only commenced  generating  revenues  beginning October 11 of
     1999.

2)   Inherent in any  acquisitions  are costs which  arise from  integration  of
     operations into the Company's existing business  operations.  Many of these
     may be viewed as one-time,  non- recurring  charges which are not likely to
     be repeated in future performance periods.

     We plan to  invest  heavily  in  marketing  and  promotion,  the  hiring of
additional  employees  and  the  enhancement  of our  websites  and  operational
infrastructure.  Therefore,  we expect to incur  increasing sales and marketing,
product  development and general and  administrative  expenses.  As a result, we
will need to  generate  higher  revenue to achieve and  maintain  profitability,
although  we may never be able to do so. If our  revenue  growth is slower  than
anticipated, or our operating expenses exceed our expectations,  our losses will
be significantly greater.


     Due to these  factors,  the June 30, 2000 results of  operations  discussed
below may not be an accurate  indication  of future  performance.  In  addition,
comparison  of results for the six months  ended June 30, 200 with those for the
six  months  ended  June  30,  1999  are  difficult  to  make  due to the  basic
dissimilarity  between  a  developing  stage  company  and a  company  that  has
commenced substantial business operations beginning in October 11, 1999.

Results of  Operations  for the six months ended June  30, 2000.

     NET  SALES.  Revenues  consist of consist  of  Promoweb  product  sales and
services,  net of any discounts and reserves for expected returns.  Revenue were
aggregated  $1,642,634  for the six months  ended June 30, 2000.  These  minimal
revenues primarily resulted from expanded marketing efforts and the introduction
of new  product  lines.  During  this  period,  the  Company  has  expanded  its
operations into the geographic areas of Korea, Japan and Australia.

     Direct costs. Direct costs consist of telecommunications charges in respect
of providing internet connection services to customers. These costs are expensed
as  incurred.  For the six months ended June 30,  2000,  these costs  aggregated
$1,282,808.

     Selling,  general and administrative expenses. Sales and marketing expenses
consist primarily of advertising  costs, order processing and fulfillment costs,
credit  card costs and the  salary and  benefits  of our  sales,  marketing  and
customer service personnel.  Advertising costs include online marketing efforts,
print advertising and direct marketing  campaigns.  Sales and marketing expenses
aggregated  $1,976,457  for the six  months  ended June 30,  2000.  We intend to
continue to pursue an aggressive  marketing  strategy to attract new  customers.
Therefore,  we expect sales and marketing expenses to increase  significantly in
future periods.

     Other  income  and  expense,  net  Other  income  (expense),  net  consists
primarily of earnings on our cash and cash equivalents of $10,632,  and interest
payments  on our loan and lease  agreements  of  $49,091  and  foreign  currency
transaction loss-net of $7,956.

     BENEFIT  (PROVISION)  FOR INCOME  TAXES.  As a result of the  pre-tax  loss
recorded for the period from  inception,  October 11, 1999 to June 30, 2000, the
Company not  recorded a benefit for Federal  income  taxes.  Instead the Company
recognized  no income tax benefit from the losses  generated for the period from
inception,  October  11, 1999 to June 30,  2000.  SFAS No. 109  requires  that a
valuation  allowance be provided if it is more likely than not that some portion
or all of a deferred tax asset will not be realized.  The  Company's  ability to
realize  benefit of its  deferred  tax asset will  depend on the  generation  of
future  taxable  income.  Because the Company has yet to  recognize  significant
revenue from the sale of its products and services,  the Company believes that a
full valuation allowance should be provided. The Company will continue to assess
the likelihood of realization  of such assets;  however,  if future events occur
which make the realization of such assets more likely than not, the Company will
record a tax benefit.

Liquidity and Capital Resources.

     The  Company's  cash  balance at  December  31,  1999 and June 30,  2000 is
$22,661 and $35,965 respectively.  Working capital at December 31, 1999 and June
30, 2000 is negative at December  31, 1999 by $327,309  and  positive at at June
30, 2000 by  $1,477,532.  For the period from  inception,  October 11, 1999,  to
December  31,  2000,  working  capital was  provided by sale of shares of common
stock aggregating  $83,146 and an increase in short term borrowings of $519,273.
The Company  expended  cash  through the  purchase of other  assets of $122,046;
payment of a guarantee deposit for rent for $235,444, software development costs
of $4,076, and cash used in operations of $220,908.

     For the six months  ended June 30,  2000,  the Company sold share of common
stock for an aggregate  consideration  opf 6,148,2777  and increased  short term
borrowings  by  $503,331.  Cash was used by the Company  through  operations  of
$2,260,528,   increasing  the  Company's  guarantee  deposit  by  an  additional
$1,109,833,  increasing  short term loans  receivable by $566,047,  investing in
money market by $538,213,  purchase of intangible assets of $54,741, purchase of
fixed assets of $847,911,  payment of monies for software  development  costs of
$894,427 and a loss of currency transaction adjustment of $6,601.

     Management  believes  that it will be  able  to fund  the  Company  and the
initial cost of the offering from personal resources until the completion of the
initial public offering. The Company is initiating an initial public offering of
1,500,000 Units at $30.00 per Unit for an aggregate of $45,000,000.  The Company
will defer the expenses of the Offering  until the Offering is completed and the
offering expenses will be deducted from proceeds received therefrom.


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