SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended June 30, 2001

     [ ]  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 000-29511

                               eSAFETYWORLD, Inc.
                  (Exact name of small business in its charter)

         Nevada                                          11-3496415
(State or of incorporation)                 (I.R.S. Employer Identification No.)

     80 Orville Drive, Bohemia, NY
(Address of principal executive offices)

  11716
(Zip Code)

Issuer's telephone number, including area code: 631-244-1454

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

Common Stock, par value $.001


                  Check whether the issuer (1) has 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 ____  No __X_


<PAGE>


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation  S-B contained in this form and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

     Issuer's  revenues  for its most  recent  fiscal  year were  $384,975.  The
aggregate  market  value of common  voting stock held by  non-affiliates  of the
Issuer was approximately $1,080,000 computed by reference to the last sale price
at which the stock was sold on September  17, 2001 as reported by NASDAQ.  As of
June 30, 2001, 3,000,000 shares of common stock were outstanding.



                                                                               2
<PAGE>


                                     PART I


Item 1 -- BUSINESS

Introduction

     eSAFETYWORLD,  Inc. was established as a Nevada corporation in July 1997 as
The SL Group, Inc. and changed our name to eSAFETYWORLD, Inc. in August 1999. We
completed a public offering of 1,000,000  shares of our common stock in February
2000 resulting in net proceeds of  approximately  $5,681,644.  In April 2000, we
moved  to  80  Orville  Drive,  Bohemia,  NY  11716.  Our  telephone  number  is
631-244-1454.  After obtaining the necessary approvals,  we will be changing our
name to Accixx, Inc. to reflect the recent  developments  affecting our business
and focus.

     We  conducted  no material  operations  between  July 1997 and August 1999,
other  than to  develop  a  business  plan and  strategy.  The SL  Group  had no
operations   but  was  used  by  our  founders  to  establish  the  business  of
eSAFETYWORLD  safety  product  business.  Our officers and directors  decided to
develop an e-commerce business to sell disposable safety garments and equipment.
In August 1999, we acquired  intangible  assets,  including  customer and vendor
lists,  from the distribution  division of Laminaire  Corporation.  The adjusted
purchase price consisted of 100,000 shares of our common stock and notes payable
in the aggregate  principal amount of $400,000.  The notes payable bore interest
at eight  percent per annum and were payable in quarterly  installments.  We had
the right to offset the principal  amount of a $102,000 demand note that we made
to Laminaire, in whole or in part, against any obligation due by us to Laminaire
under these note agreements. In addition, we had the right to offset any amounts
paid by us to  vendors or others on behalf of and at the  request of  Laminaire.
During the period  August 1999  through  March 2000,  we operated  the  business
related to the acquired  customer lists  substantially the same way as Laminaire
did except that we arranged  for our  vendors to ship  products  directly to our
customers.  We paid  administrative  fees of $48,000 to  Laminaire  during  that
period. Thereafter, we had no further arrangements with Laminaire.

     The notes payable to Laminaire  were fully  satisfied by March 31, 2000. We
believe that we have several causes of action against Laminaire  relating to the
purchase of the intangible assets, but Laminaire's  financial condition makes it
unlikely that we would have any reasonable likelihood of collecting a judgment.

     During the period  March  through  June 2000,  most of our  resources  were
devoted to the design and completion of our principal  catalogue and CD-ROM,  as
well as the  redesign  of our  website.  During the latter  part of 2000 and the
first quarter of 2001, we modified our  e-business  strategy to target small and
medium sized-companies as well as academic and research institutions. We believe
these targeted customers have more flexible  purchasing policies and systems and
existing suppliers are less likely to reduce


                                                                               3
<PAGE>


prices to retain business. We also explored the possibility of further modifying
our focus to  emphasize a limited  number of unique and  "hi-tech"  items rather
than  emphasizing  a wide variety of products that are sold  principally  on the
basis of price  competition.  This change is also being  considered  in light of
delays in shipping caused by vendors reducing their inventory levels in response
to declines in demand. In addition, several significant customer purchase orders
were canceled because of capital expenditure or production cutbacks.

Consulting Program

     In September 2000, we established a consulting  program to assist companies
to develop an effective business strategy and take advantage of general business
opportunities. Fees due by these clients are generally payable in cash or stock,
at the client's  option.  We may consider  distributing  stock received from our
clients to our  shareholders  as a dividend  after such shares are registered by
such  client  with  the  Securities  and  Exchange  Commission  pursuant  to the
Securities  Act of 1933, as amended,  although we are not committed or obligated
to make such  distributions.  We believe that revenues from this  initiative are
likely to  comprise a  significant  portion of our  revenues  during the next 12
months,  although  there is no  assurance  that this  will be the  case.  We are
expanding the resources devoted to this new endeavor.

     Our available services generally consist of:

     o    strategic planning and management consulting,

     o    accounting services,

     o    website development and hosting, and

     o    e-business and technology services.

Specifically,  we work with  small  companies  to assist  them in  developing  a
strategic and financial plan that assists them in identifying and  concentrating
on those  business  areas that offer them the  greatest  possibility  of success
given their availability of financial and capital  resources.  We also help them
to design and develop financial reporting systems,  and are available to consult
with them  regarding  their  Internet  websites and  e-business  strategies.  In
certain cases, we also provide  administrative  support,  and similar  services.
Finally,  we are available to assist clients in preparing written business plans
and similar reports and presentations.

     We generally offer consulting clients the option of paying for our services
in cash or by issuing shares of their common stock.  The typical  engagement fee
is $200,000 to $300,000 and has a term of 12 to 18 months.  We  anticipate  that
most  engagements  will be  satisfied  by the  issuance  of shares by the client
rather than cash, although no assurances can be given in that regard. We reserve
the right to distribute all or a portion of shares  received from our clients to
our  shareholders in the form of a dividend,  but we

                                                                               4
<PAGE>


are not  obligated  to do so. Our  standard  engagement  agreement  requires the
client to register shares prior to issuance to us. At September 30, 2001,  three
clients have filed registration  statements to register shares issuable to us in
satisfaction of fees.

     Because  of our  role in the  dividend  distributions,  during  the  fourth
quarter  of  fiscal  2001,   we  concluded   that  we  are  likely  a  statutory
"underwriter"  within  the  meaning  of  Section  2(11) of the  Securities  Act.
Accordingly, we will comply with the prospectus delivery requirements that would
apply to a statutory  underwriter in connection with the  distribution of client
shares to our stockholders.  Further,  we acknowledge to our clients that we are
familiar with the  anti-manipulation  rules of the SEC,  including  Regulation M
under the Securities  Exchange Act of 1934. These rules may apply to sales by us
in the market,  following the creation of a public market for client shares,  if
such a market ever develops.

     With certain  exceptions,  Regulation M prohibits any selling  stockholder,
any affiliated purchasers and any broker-dealer or other person who participates
in an applicable  distribution from bidding for or purchasing,  or attempting to
induce any person to bid for or purchase,  any security  which is the subject of
the distribution  until the entire  distribution is complete.  Regulation M also
prohibits  any  bids or  purchases  made in order to  stabilize  the  price of a
security in connection  with the  distribution  of that security.  The foregoing
restrictions may affect the marketability of client shares that we own.


     We have not significantly  marketed our consulting  services as yet. All of
our engagements have been referrals based on our management's  contacts.  In the
future,  we intend to market our services to  attorneys,  accountants  and other
professionals  who  provide  services  to  emerging  businesses.   We  are  also
establishing a website for our consulting services operations at www.accixx.com

     We outsource certain service requirements.  In the future, we may outsource
some of those  requirements  to firms  that are or were  related  to some of our
officers and directors. Any arrangements that we make with related parties will,
in our  judgement,  be on terms no less  favorable to us than would be available
from unrelated parties.

Competition - Competition in the consulting  industry is intense and many of our
competitors  have  greater  financial  resources  than  do we.  We  expect  that
competition  will  come  from a wide  variety  of  professional  accounting  and
consulting  firms as well as  consulting  services  offered  by  venture  firms,
incubators,  investment  banks and  others.  We intend to  compete  based on the
reputations  and  contacts of our  management  and the  competent  and  creative
approach to services  that we offer.  We also are  prepared to accept  shares of
clients'  common  stock to satisfy  our fees.  We believe  that the ability of a
client  to  receive  services  without  having  to  pay  cash  fees  gives  us a
significant  marketing advantage with many emerging companies.  In addition,  we
believe that our  management  team has a wide  breadth of  expertise  for such a
small group in that we believe that we


                                                                               5
<PAGE>


offer the expertise of persons with major
national firm experience combined with the hands on approach of a local firm.

     No  assurances  can  be  given  that  our  competitive   strategy  will  be
successful.

Personal Care and Nutrition

     In December 2000, we established a subsidiary,  Blue Marble World, Inc., to
sell personal care and nutrition  products  through a direct  marketing chain of
independent distributors.  The independent distributors are expected to purchase
products  from Blue  Marble  World's  website or by use of faxes or a  toll-free
telephone  number.  Blue Marble  World has  developed  a family of products  and
production techniques which we believe are distinctive,  developed a distributor
compensation plan and entered into arrangements with a contract manufacturer and
a  fulfillment  center.  A  substantial  portion  of our  resources  during  the
six-months  ended June 30, 2001 was devoted to the  development  of products,  a
website,   software  associated  with  our  distributor   compensation  program,
marketing  materials and the final design of the distributor  compensation plan.
These tasks are expected to be completed in late 2001 or early 2002.

     Blue Marble World filed a  Registration  Statement  with the Securities and
Exchange Commission in June 2001 pursuant to a plan to distribute  approximately
81% of Blue Marble World's stock to our shareholders as a dividend. Accordingly,
Blue Marble World is reflected as a discontinued  operation in the  accompanying
consolidated financial statements.

Safety Products

Recent  developments  - During the past year,  many  companies  that are or were
based  on  Internet-sales  strategies  have  experienced  significant  financial
problems.  At the same  time,  these  companies  have found  that  economic  and
financial market  conditions have made it nearly  impossible to raise additional
capital.  Many of our initial  customers were using us to provide  products that
supplemented the principal supply or blanket orders previously placed with large
competitors.  Many of these  customers  were  involved in the  semiconductor  or
microprocessor  businesses. The slumps in those industries substantially reduced
those companies' needs to supplement orders placed under blanket purchase orders
with other suppliers.  Our order flow declined  significantly during the quarter
ended June 30, 2001.  In addition,  orders  aggregating  approximately  $300,000
received previously were cancelled or deferred indefinitely.

     The  foregoing  developments,  combined  with  the  early  success  of  our
consulting initiatives,  have resulted in our ongoing reassessment of the Safety
Products Business. We are currently exploring our strategic options and have not
come to any conclusion. Our options being considered are:

     o    Emphasize a limited number of high technology or specialty products;

                                                                               6
<PAGE>

     o    Spin the safety product business off as a separate company;

     o    Merge the safety product  business with a larger business in need of a
          e-business  or  distribution  strategy (in which case the other entity
          might manage the combined businesses); or

     o    Continue the business  without  committing  significant  financial and
          other  resources  that  can  best be  used  expanding  the  consulting
          business.

     Unless one or more of our products becomes highly successful, we are likely
to incur operating  losses and negative cash flow during the next fiscal year on
this area of our business because of the current slack demand.

     During the first quarter of fiscal 2002,  we  introduced  the first product
under our high technology and specialty  products plan.  This product,  which is
designed to help protect  corporate  mailrooms as well as the home is our patent
pending MailSafe  Containment  Chamber.  It allows an individual to open mail or
standard size overnight packages in a confined airtight environment. MailSafe is
air tight by design and testing and allows the  operator to view the envelope or
package  in  safety  from  airborne  material  release.  We have  applied  for a
provisional patent on our MailSafe  Containment Chamber product. We subsequently
have been informed by Seavisions of South  Florida,  Inc. that it claims to have
filed for patent  protection  for a similar  product before we did. Based on the
advice of our patent counsel,  we believe that our application for a provisional
patent should be granted; however, no assurance can be given in this regard.

     MailSafe  is a  portable  boxlike  chamber  that is  based  on a new use of
technology  and  materials  used in  laboratories  to  protect  scientists  from
environmental  hazards. The initial version is expected to be 32" x 20" x 18" in
dimension. In the future,  depending on demand, we anticipate making much larger
Containment  Chambers  for large  mailrooms  and smaller  ones for home use. The
initial size is intended to accommodate  routine business envelopes and standard
overnight  deliveries.  There may be  additional  uses for this  technology  not
currently contemplated by us.

     The MailSafe  Containment  Chamber is made from 1/2" polycarbonate  plastic
with a hinged top to  provide  ease of  access.  The lid has a gasket  that will
produce an air tight seal when closed.  The top,  front and back of the MailSafe
Containment  Chamber is clear to enable a user to see in the chamber.  The sides
and bottom are mirror black finish or opaque so that a powdery  substance can be
more easily seen.

     The front of the  MailSafe  Containment  Chamber  contains  two glove ports
spaced comfortably apart for ease of operator use. These gloves are connected to
the  chamber  through  airtight  flanges.  The gloves  are made of rubber  which
maximizes dexterity and flexibility.

     The MailSafe  Containment  Chamber  includes a  self-sealing  test port for
insertion by appropriate authorities of a culture syringe.

                                                                               7
<PAGE>

     We expect that each  production unit will be pressure tested to ensure that
the unit and its seals are air tight. Testing consists of pressurizing a unit to
approximately  3.5 inches water column and analyzing it for 10 minutes to see if
a pressure drop occurs.  If there is no pressure drop, the unit is considered to
be air tight. If there is a pressure drop, no matter how small, the unit will be
rejected.  The  Company  has not tested the  system  using  anthrax or any other
biological contaminant. However, we intend to test units on a random basis using
gases.  The  purpose of  ensuring  that a unit is air tight is to  minimize  the
likelihood that biological agents can escape. To date, the air tight testing has
only been conducted on prototypes of the MailSafe Containment Chamber.

     We  believe  that the  MailSafe  Containment  Chamber  is simple to use and
durable. Users simply place unopened mail in the chamber, close the lid and then
use the built in  protective  gloves  to open the  mail.  If they do not see any
unusual material or substance after the mail is opened, they simply open the lid
and remove the mail. If they detect  anything that appears  unusual,  they leave
the unit  closed  and  locked and  notify  appropriate  authorities.  The key to
MailSafe is that mail is opened in an air tight compartment.  As long as the air
tight seal is maintained, the contents of the compartment is not released.

     We are not  aware  of any  formal  technical  certification  standards  for
MailSafe and,  accordingly,  MailSafe has received no formal certifications from
any governmental or regulatory agencies or commercial testing services.  We have
not conducted any in-house  technical studies or testing other than ensuring the
chambers are airtight.

     The units are  manufactured by a contract  manufacturer and are designed to
sell at prices ranging from $500 to $950.

     There is no way that we can  predict  the likely  demand  for the  MailSafe
Containment  Chamber or our ability to satisfy that  demand.  We do not have the
financial resources to conduct a broad based marketing campaign for MailSafe and
would consider a strategic alliance with a national distributor.  No discussions
or negotiations are currently underway with any such potential strategic partner
and no assurances  can be given that we will be successful in making any such an
arrangement.

General  Business  Approach - We have  developed a 360 degree  distribution  and
selling system,  incorporating  elements of a traditional  distribution business
using catalogs,  independent  sales  representatives  and  telemarketing  with a
business-to-business e-commerce site on the world wide web. Our initial business
model was based on the following assumptions:


     o    The  targeted  industry  segment  is large  and  being  serviced  by a
          significant  number of entrants.  The annual  United States market for
          industrial  safety  products that we sell is estimated to be in excess
          of $10 billion by R.K.  Miller,  P.C. Walker and


                                                                               8
<PAGE>

          C.E. Purcell in their book, Occupational Safety and Industrial Hygiene
          Market, published in 1998.

     o    Based upon our conversations with industry participants, a significant
          part of the selling  effort in these  segments takes place through the
          distribution of catalogs and brochures.  Our principal premise is that
          sales  and  orders  placed   through  the  Internet   offer  an  ideal
          replacement for traditional catalogs.

     o    The timeframe for a transition from traditional  purchasing methods to
          the use of the Internet will vary from company to company.  Therefore,
          it is prudent for us to offer a complete  buying  solution  that meets
          the needs of as many potential customers as possible.

     Our  business  model is designed  to take  advantage  of the  Internet as a
selling  medium.  We believe  that the  Internet  offers  significant  potential
long-term  opportunities  in the areas of  e-commerce,  including the ability to
reach a large  potential  market  without the need for  substantial  advertising
expenditures.  The ability to reach a worldwide  market  means that even a small
degree of penetration  can result in a high level of sales  revenue.  We believe
that the keys needed to succeed in e-commerce include:

     o    Having user friendly software;

     o    Using a business  model that does not require  significant  amounts of
          development costs or working capital; and

     o    Developing a methodology for encouraging  potential customers to visit
          the website without incurring  unreasonable  advertising and marketing
          costs.

          Our strategic plan is to:

     o    Become a factor in the marketplace by becoming the Internet seller for
          a wide array of  available  products.  We want to become the  one-stop
          Internet  independent sales  representative for the industries that we
          serve and will serve; and

     o    Utilize and modify existing technology in an effective,  user friendly
          way.

     Our  website  is  located  at  www.esafetyworld.com  and  initially  became
operational in November  1999.  The site was redesigned  during the period March
through  June 2000 and opened in its  current  form in the  summer of 2000.  The
website  currently  has more  than  15,000  SKUs.  Customers  who do not use the
website can continue to order via toll free telephone numbers or by fax.

     We believe  that  disposable  industrial  safety and  critical  environment
products that are sold through  traditional printed catalogues and brochures are
suited for sale on the Internet because:

                                                                               9
<PAGE>

     o    Products bought through  catalogues are purchased by people who do not
          need to "touch" or "feel" the product prior to purchase;

     o    E-commerce  can make  purchasing  easier and quicker  than filling out
          forms in a catalogue  or  brochure  or calling a  toll-free  telephone
          number; and

     o    E-commerce can provide more  information and update  information  more
          quickly than can distributors of catalogues.

     We also  believe  that  fixed  costs  must be kept to a minimum in order to
maximize operating efficiency.  A principal advantage of using the Internet as a
selling vehicle is the ability to avoid incurring  significant  fixed costs. The
key element of this strategy is to:

     o    minimize or eliminate inventory holding costs;

     o    minimize  the need for  expensive  advertising  campaigns by selecting
          market  niches  that  can be  reached  through  trade  shows  and less
          expensive forms of marketing; and

     o    outsource services wherever possible.

     Keeping  fixed  costs to a minimum  is  achievable  if  fulfillment  supply
contracts  are  negotiated  with  vendors  to  perform  all or most  fulfillment
functions. We have entered into written or oral agreements with key vendors that
give us access to more than 20,000 products.  These vendors arrange for shipment
and generally  accommodate  small or limited orders.  In some instances,  we pay
premiums for products,  particularly  if order  quantities are small.  We do not
include  products  on our  site  if the  associated  vendors  will  not  perform
fulfillment  functions.  We believe  that this  strategy may result in some lost
sales.  However,  we also  believe  that the  strategy  offers the best means of
achieving the potential high degree of operating  leverage  afforded by Internet
commerce.

   Risks associated with our initial strategy include:

     o    an  evolving  business  model  based on using  existing  Internet  and
          software  technologies to establish e-commerce  businesses in specific
          market niches;

     o    ability to maintain and expand a customer base;

     o    ability to manage working capital and product return risks;

     o    the need to manage growth and changing operations;

     o    the  need  to  continue   to  develop   and   upgrade   our   website,
          transaction-processing systems and infrastructure;

     o    ability  to  scale  our  systems  and   fulfillment   capabilities  to
          accommodate growth;

                                                                              10
<PAGE>

     o    ability to access and obtain  additional  capital when or if required;
          and

     o    dependence  on the  reliability  and growing use of the  Internet  for
          commerce and communication and on general economic conditions.

Market Niches and  Background - The market for  industrial  safety  products has
increased substantially in the past twenty-five years. In 1970, Congress enacted
the  Occupational  Safety and Health Act or "OSHA," which requires  employers to
supply protective  clothing in some work  environments.  At about the same time,
Dupont developed Tyvek(TM) which, for the first time, allowed for the economical
production of lightweight,  disposable  protective  clothing.  The attraction of
disposable garments grew in the late 1970's with the increases in both labor and
material costs of producing  cloth garments and the expansion of federal,  state
and local  regulations  requiring  that employees  wear  protective  clothing to
protect  against  exposure to particular  contaminants,  including  asbestos and
hydro-carbons known as "PCBs."

     The use of disposable  garments  avoids the continuing  costs of laundering
and  decontaminating  woven cloth work  garments and reduces the overhead  costs
associated  with  handling,   transporting  and  replacing  these  garments.  As
manufacturers  have become aware of the advantages of disposable  clothing,  the
demand for  disposable  garments  has  increased.  This has  allowed for greater
production volume and, in turn, has reduced the cost of manufacturing disposable
industrial garments.

     We initially identified two initial market niches:

Industrial safety and hazardous worksites--We sell products to "end users," that
are involved in  manufacturing  and  construction.  Use of these products has in
large part  resulted  from the  adoption of OSHA and other  governmental  safety
standards and the  awareness of industry and the general  public for the need to
provide worker protection  against hazardous  materials  contained in industrial
facilities, schools and buildings.

     These products include coveralls,  shirts, pants, headwear,  hoods, aprons,
smocks, lab coats, hazardous material handler suits, examination gowns, sleeves,
shoe  covers  and  related  items,  as well as  industrial  first  aid  kits and
products.

Research   laboratories   and  controlled   environment   facilities--Controlled
environment  facilities are one of the most effective  approaches to achieving a
contamination  controlled  environment.  A controlled  environment facility is a
specially  designed  area  in  which  particulate   presence  and  environmental
conditions are carefully maintained.  Controlled environment facilities are used
for  product  manufacture  and  assembly,  testing,  research  and  development,
packaging,  aseptic  processing  and  to  perform  medical/surgical  procedures.
Controlled  environment  facilities are generally  operated and maintained under
strict  procedures to minimize the risk of introducing  foreign  particles.  The
greatest  demand for controlled  environment  products and services has been and
continues  to be in the  manufacture  and  assembly of products  based on modern
technology.  The

                                                                              11
<PAGE>


semiconductor   market  is  the  largest   market  for  clean  rooms  and  other
contamination   control  products,   as  integrated  circuits  can  be  rendered
ineffective  by minute  particles,  undetectable  to the human eye,  and must be
discarded.

     Most colleges and universities, as well as many companies maintain research
laboratories  that  require  similar  products  as are  required  by  controlled
environment facilities.

     We offer for sale a large  variety of  disposable  items,  including  hats,
coats,  boots and gloves and general  laboratory  supply items, that are used in
laboratories and critical environment facilities. We have also designed a series
of  workstations,  work  benches,  air  showers  and other  accessories  used in
controlled  environment   facilities.   These  items  are  manufactured  to  our
specifications  by third party  contractors.  The demand for these  manufactured
products fell significantly during the quarter ended June 30, 2001.

Marketing - Our  business  plan was  designed to offer  customers a complete 360
degree  buying  and  customer  service  solution.  Specifically,  we  provide an
ordering  methodology  that  fits the  needs and  preferences  of many  types of
customers or potential customers.  In addition,  each selling effort is designed
to encourage  customers to use or become  familiar with our e-commerce  site and
our related sales and customer service capabilities.

     o    Catalogues and CD-ROMs - We distribute  traditional  catalogues to the
          purchasing  agents  of  customers  as  well  as to  selected  targeted
          customers and contacts made at tradeshows.  We also distribute CD-ROMS
          that contain the same  information as our catalogue and includes a hot
          link to our website.  Printed  catalogues remain an effective means of
          making  initial  contact with customers as well as increasing our name
          recognition  among prospective  customers.  All catalogues and printed
          material  set  forth  our  website  address  as well as our toll  free
          telephone number.

     o    Telemarketing -  Telemarketing  serves as an effective and inexpensive
          means  of  getting  our  name  known  and  a  method  of   identifying
          prospective customers to receive our catalogs and CD-ROMs.

     o    Tradeshows - We attend  targeted trade shows or conventions to exhibit
          our products and capabilities. We distribute our printed materials and
          CD-ROMs as well as collect the business  cards and email  addresses of
          attendees. We follow-up with attendees via telephone, fax and email.

     o    Email  and Fax  Notices  - We send out  faxes  and  email to  selected
          prospective  customers  to  advise  them of sales  or other  pertinent
          information.

Customer  Service - We believe that a high level of customer service and support
is critical to retaining and expanding our customer base and encouraging  repeat
purchases.  A customer service  representative  is available five days a week to
provide   customer   assistance  via  e-mail  or  telephone.   Customer  service
representatives  handle  questions

                                                                              12
<PAGE>

about  orders,  assist  customers  in  finding  desired  products  and  register
customers'  credit card  information over the telephone and respond to questions
on our real time messaging system on our website.

Order  Fulfillment  and Vendors - A significant  element of our  strategic  plan
involves entering into agreements with vendors under which the vendors drop ship
products directly to our customers. Drop shipment eliminates our requirements to
maintain  and  store  inventory.  Our  understanding  with all of our  principal
vendors calls for these vendors to drop ship products directly to our customers.
Products are purchased using purchase orders or verbal agreements.  No long-term
supply agreements,  including obligations to purchase inventory,  exist. None of
our arrangements is on a commission or contingency  basis. In every case, we are
billed by our vendor  based on  standard  industry or  negotiated  terms and, in
turn,  bill our  customers  in the same way.  Our  failure to  collect  from our
customers in no way alleviates or reduces our  obligation to our vendors.  There
can be no assurances that we will continue to be successful in negotiating these
arrangements with vendors.

     Our success depends on our ability to have access to products in sufficient
quantities at competitive  prices.  Vendors may offer  exclusive  allocations of
product to distributors for limited periods of time. Some potential vendors have
their own online commerce efforts,  which may eliminate or reduce our ability to
get sufficient product  allocations from these vendors.  Competitors may also be
able to secure products from vendors on more favorable  terms,  fulfill customer
orders  more  efficiently  and  adopt  more  aggressive   pricing  or  inventory
availability policies than us. Our business will be adversely affected if we are
not able to offer our  customers  sufficient  quantities of products in a timely
manner or have access to products at acceptable prices and terms.

Competition - We believe that there are hundreds of competitors selling products
that are similar to those sold by us based on  listings  in  industry  catalogs,
including the Thomas Register. The National Safety Council, a trade organization
of manufacturers and distributors, has over 15,000 members. The most significant
national  competitor  is Grainger  Inc.,  a  distributor  of  industrial  safety
products, which distributes through stores,  catalogues and a website. There are
also   significant   competitors  in  each  other  product  niche  in  which  we
participate.  Many of our  other  competitors  are  regional  companies  selling
through  catalogs and  independent  sales  representatives.  Almost all of these
companies compete by:

     o    distributing catalogs in the mail,

     o    attending trade shows,

     o    websites,

     o    engaging independent sales representatives, and

     o    telemarketing.

                                                                              13
<PAGE>

In  addition,  increasing  numbers of  competitors  are  relying  on  aggressive
pricing.

     We believe that our business  strategy  results in a potential  competitive
advantage because:

     o    Our  e-commerce  site is  user-friendly  with  significant  amounts of
          graphics.

     o    Our strategy  requires low levels of working  capital and no inventory
          holding costs.

     o    Our  strategy  permits  us  to  serve  as  a  manufacturer's  Internet
          independent  sales  representative  and  does  not  put  us in  direct
          competition with other sales efforts.

     o    We offer a 360 degree purchasing solution,  extensive customer support
          and are very flexible in our willingness to meet customer demands.

However,  we can give no assurances  that our approach will not be duplicated or
improved upon by others.

Regulation - Although there are few laws and regulations  directly applicable to
the Internet,  it is likely that new laws and regulations will be adopted in the
United States and elsewhere  covering  issues like  unsolicited  bulk e-mailing,
license fees, copyrights,  privacy, pricing, sales taxes and characteristics and
quality of Internet  services.  The adoption of restrictive  laws or regulations
could slow Internet  growth or expose us to significant  liabilities  associated
with  content  available  on its  websites or Internet  marketing  methods.  The
application of existing laws and regulations governing Internet issues including
property ownership, libel and personal privacy is also very uncertain. There can
be no assurance  that current or new  government  laws and  regulations,  or the
application of existing laws and  regulations  will not expose us to significant
liabilities,  significantly  slow Internet  growth or otherwise cause a material
adverse effect on our business, results of operations or financial condition.

     We do not collect sales or other taxes with respect to the sale of services
or products in states and countries  where we believe that it is not required to
do so. One or more states or countries  have sought to impose sales or other tax
obligations   on  companies  that  engage  in  online   commerce   within  their
jurisdictions. A successful assertion by one or more states or countries that we
should  collect sales or other taxes on products and services,  or remit payment
of sales or other taxes for prior periods,  could have a material adverse effect
on our business, results of operations and financial condition.

     The  Communications  Decency  Act of 1996,  known as "CDA",  was enacted in
1996.  Although those sections of the CDA that, among other things,  proposed to
impose criminal penalties on anyone  distributing  "indecent" material to minors
over the Internet were held to be  unconstitutional  by the U.S.  Supreme Court,
there can be no  assurance

                                                                              14
<PAGE>

that similar laws will not be proposed and adopted. Although we do not currently
distribute  the types of  materials  that the CDA may have deemed  illegal,  the
nature of similar  legislation and the manner in which it may be interpreted and
enforced cannot be fully  determined,  and legislation  similar to the CDA could
subject us to potential liability, which in turn could have an adverse effect on
our business,  financial  condition and results of operations.  These laws could
also damage the growth of the Internet generally and decrease the demand for our
products and services,  which could  adversely  affect our business,  results of
operations and financial condition.


     We     hold     the     www.esafetyworld.com,      www.accixx.com,      and
www.bluemarbleworld.com  domain names, and we believe that in the future we will
hold  additional web domain names and trademarks.  The information  contained on
these websites is not part of this document.  The acquisition and maintenance of
domain  names  generally  is  regulated  by  governmental   agencies  and  their
designees.  For example,  in the United States,  the National Science Foundation
has appointed Network  Solutions,  Inc. as a registrar for the ".com",".net" and
".org" generic top-level  domains.  The regulation of domain names in the United
States and in foreign  countries could change in the near future.  These changes
in the United  States are  expected  to include a  transition  from the  current
system  to a system  that is  controlled  by a  non-profit  corporation  and the
creation  of  additional  top-level  domains.  Governing  bodies  may  establish
additional  top-level  domains,  appoint  additional  domain name  registrars or
modify the requirements for holding domain names. As a result,  we may be unable
to acquire or maintain  relevant  domain names in all  countries in which it may
conduct business.

     The  relationship  between  regulations  governing  domain  names  and laws
protecting trademarks and similar proprietary rights is unclear.  Therefore,  we
may be unable to prevent  third  parties  from  acquiring  domain names that are
similar to, infringe upon or otherwise  decrease the value of our trademarks and
other proprietary rights.

     We are not  regulated  by the  FDA,  OSHA or the EPA.  We do not  presently
intend to sell products that require government approval. However, our customers
are  subject to federal  and state  regulation  related  to  industrial  safety.
Changes  in these  laws and  regulations  could  materially  affect  demand  for
industrial safety products.

Software and Computer Resources

     Our strategy has been and is to license or  otherwise  obtain  commercially
available  technology and outsource  services whenever possible rather than seek
internally developed  solutions.  We were dissatisfied with the services that we
were  receiving  from our internet  service  provider  that housed our websites.
Thus,  in July 2001 we moved  all but the  eSAFETYWORLD  site to our own  server
which is housed in MCI World  Communications  facilities  in  Carteret,  NJ. The
eSAFETYWORLD site continues to be housed at a third party ISP.

                                                                              15
<PAGE>

     In early 2001, we started to take steps to move our websites away from Apex
Interactive to our own servers with backup  capabilities in St. George,  Utah in
order to be able to:

     o    Have  access  to a  proprietary  database  that  can be  used  for the
          website, catalogues and CD-ROMs;

     o    Be able to increase the online customer  service  capabilities,  add a
          message board and provide  investor  relation  information on a timely
          and cost effective basis;

     o    Be able to make timely  changes and additions to the database  without
          incurring significant incremental costs; and

     o    Host websites designed for its consulting clients.

The website changes were necessary in view of:

     o    The new initiative  into personal care and  nutritional  products will
          expand the need for a flexible database,

     o    The rate at which  products were being added to the core product lines
          require a cost effective way to make changes to the database, and

     o    The ongoing  importance of catalogues and CD-ROMs to the core business
          makes  it  important  to be  able  to use a  single  database  for all
          purposes.

The  conversion of the website  location is expected to be completed in December
2001.

     We have also increased our in house  capabilities  to print  catalogues and
marketing materials and create CD-ROMs.

Security

     We use the secure  socket  layer or "SSL"  transaction  protocol to protect
sensitive information transferred to and from our servers. SSL is currently used
for most  web-based  e-commerce  projects  to  protect  credit  card  and  other
processing.  The  servers  used by us may be  vulnerable  to  computer  viruses,
physical or electronic  break-ins and similar  disruptions.  Our business may be
adversely  affected by  customers'  perceptions  of Internet  security or if our
security measures do not prevent security breaches.

Personnel

     We have four full-time employees and officers. Our strategic plan is to use
dedicated consultants and to outsource as many functions as possible.  Growth is
not expected to result in significant increases in personnel.

                                                                              16
<PAGE>

     Our success will depend upon continued  services of Edward A. Heil, R. Bret
Jenkins and our other directors,  officers, employees, and consultants. Mr. Heil
has  formulated  our  business  plan,  established  our goals,  and worked  with
consultants on our software development. Messrs, Heil and Jenkins have extensive
contacts in the  financial  and business  communities.  Mr. James  Brownfiel has
extensive  product  experience and engineering  knowledge,  as well as skills in
graphics and  marketing.  Ms. Heil also has a strong  accounting  and  financial
reporting  background  which  is  important  to  our  consulting  business.  Our
consultants have extensive  experience dealing with vendors and customers in our
target  markets.  The  loss  of one  or  more  of our  other  key  personnel  or
consultants,  or our  inability  to attract  qualified  personnel,  could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

     We are also dependent on the services of eComm Holdings,  LLC, an unrelated
party, that does a substantial portion of our internet and software development.
We do not have a written agreement with eComm Holdings, LLC.

Item 2 -- PROPERTIES

     We operate out of rented office space located at 80 Orville Drive, Bohemia,
NY 11716.  The lease,  which  expires in October 2002 calls for minimum  monthly
payments  of  approximately  $1,500.  The monthly  rental  also  covers  certain
clerical and administrative  services.  We believe that our existing  facilities
are adequate for our operations for the foreseeable future.

Item 3 -- LEGAL PROCEEDINGS

     eSAFETYWORLD  is a not  a  defendant  in  any  legal  action.  However,  in
September  2001, we advised  Community Home Mortgage  Corporation  and Community
Home  Funding  Group,  Ltd.  (collectively  referred  to  as  "Community"),  two
affiliated entities,  that we would seek remedies to collect unpaid balances due
under consulting  agreements.  Community has advised us that it will commence an
arbitration proceeding in which it will seek damages of $2,000,000. Based on the
information  available  to date and  discussion  with  counsel,  we believe that
Community's claims are without merit. we have performed the required services as
agreed and are entitled to seek payment therefor.


Item 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                      None

                                     Part II

Item 5 -- MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                                                                              17
<PAGE>

We completed  our initial  public  offering in February  2000.  Since then,  our
common  stock has been  quoted on the NASDAQ  SmallCap  Market  under the symbol
"SFTY."  The table  below sets forth the high and low sale prices for our common
stock since the  completion of our public  offering.  The  information  reflects
inter-dealer prices, without retail mark-ups,  mark-downs or commissions and may
not necessarily represent actual transactions.

     Quarter ended:                    High        Low

     Fiscal 2000:
     March 31, 2000                   $91/2       $61/2
     June 30, 2000                     61/2       2 1/8

     Fiscal 2001:
     September 30, 2000             2 15/16        11/4
     December 31, 2000             2 31/100    1 31/100
     March 31, 2001                1 17/100      69/100
     June 30, 2001                  1 13/25         3/4
     Through September 26, 2001      1 3/50         2/5

     There are approximately  1,200  stockholders of record of our common stock.
As of October  22,  2001,  the last sale  price of our  common  stock was $2.49.
Trading of our common stock was suspended on October 22, 2001.

     The National  Association of Securities Dealers,  Inc. (the "NASD"),  which
administers  the  NASDAQ  SmallCap  Market,  sets  the  criteria  for  continued
eligibility on the NASDAQ SmallCap  Market.  In order to continue to be included
on the  NASDAQ  SmallCap  Market,  a company  must  maintain  $2  million in net
tangible   assets,   a  $1  million  market  value  of  its  public  float,  two
market-makers,  at least 300 holders of the common stock,  500,000 shares in the
public  float and a minimum bid price of $1.00 per share.  Our common  stock has
traded at less than $1.00 per share and is,  therefore,  not in compliance  with
NASDAQ SmallCap Market maintenance requirements.  However, Nasdaq has waived the
$1.00 minimum bid price  requirement  through  December 31, 2001. Our failure to
meet the NASDAQ SmallCap Market's  maintenance  criteria in the future or future
maintenance  requirements  imposed by the NASDAQ  SmallCap Market will result in
the  discontinuance  of the inclusion of our  securities on the NASDAQ  SmallCap
Market. In such event,  trading,  if any, in the securities may then continue to
be  conducted  in the  non-NASDAQ  over-the-counter  market in what are commonly
referred to as the OTC Bulletin Board. As a result, an investor may find it more
difficult to dispose of or obtain accurate  quotations as to the market value of
our  securities.  In  addition,  we would be  subject  to Rule 15g (the  "Rule")
promulgated  under the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),
which imposes  various sales practice  requirements on  broker-dealers  who sell
securities governed by the Rule to persons other

                                                                              18
<PAGE>

than  established  customers  and  accredited  investors.  For  these  types  of
transactions,  the broker-dealer must make a special  suitability  determination
for the  purchaser  and have  received the  purchaser's  written  consent to the
transactions prior to sale.

     We  have  never  paid  cash  dividends  on  our  capital  stock  and do not
anticipate paying cash dividends in the foreseeable  future. We currently intend
to retain any future  earnings  for  reinvestment  in our  business.  Any future
determination  to pay cash  dividends  will be at the discretion of our board of
directors  and  will be  dependent  upon our  financial  condition,  results  of
operations, capital requirements and other relevant factors.

     On October 22,  2001,  we  received  correspondence  from The Nasdaq  Stock
Market Inc. stating that our common stock would be delisted from trading because
we failed to timely  file this  Annual  Report on Form  10-KSB,  as  required by
Nasdaq  Marketplace  Rules. We have appealed this  determination and requested a
hearing before a Nasdaq Listing  Qualifications  Panel.  Nasdaq has also alleged
that we may have violated other Nasdaq Marketplace Rules,  including the failure
to pre-clear all press releases with Nasdaq  Stockwatch prior to  dissemination.
We expect that at this hearing we will be required to demonstrate our ability to
maintain long-term compliance with all Nasdaq listing maintenance  requirements.
No hearing date has been scheduled as yet. The delisting of our common stock has
been stayed  pending the  decision by the Nasdaq  Qualifications  Panel.  In the
event that our common stock is delisted  from Nasdaq,  we expect that our common
stock would trade on the NASD's OTC Bulletin Board.

     Our stock is not currently  considered to be a "penny stock."  However,  no
assurances  can be given  that our stock  will not  become a penny  stock in the
future.  Rule 15g-9  establishes the definition of a "penny stock," for purposes
relevant  to us, as any  equity  security  that has a market  price of less than
$5.00 per share or with an exercise price of less than $5.00 per share,  subject
to a limited number of exceptions  such as being listed on a national  exchange.
For any  transaction  involving a penny stock,  unless  exempt,  the penny stock
rules require that:

     o    a broker or dealer  approve a person's  account  for  transactions  in
          penny stocks; and

     o    the broker or dealer receive from the investor a written  agreement to
          the  transaction  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     o    obtain financial  information and investment experience and objectives
          of the person; and

                                                                              19
<PAGE>

     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and that person has sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a  disclosure  schedule  prepared by the SEC relating to the penny stock
market, which, in highlight form sets forth:

     o    the  basis  on  which  the  broker  or  dealer  made  the  suitability
          determination; and

     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

Disclosure also has to be made about:

     o    the risks of investing  in penny stock in both public  offering and in
          secondary trading, and

     o    commissions  payable  to both  the  broker-dealer  and the  registered
          representative,  current  quotations for the securities and the rights
          and remedies available to an investor in cases of fraud in penny stock
          transactions.

Finally,  monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.

Item 6 --  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF  OPERATIONS  AND
FINANCIAL CONDITION

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

     Information set forth herein contains  "forward-looking  statements"  which
can be identified by the use of forward-looking  terminology such as "believes,"
"expects,"  "may," "should" or  "anticipates"  or the negative  thereof or other
variations thereon or comparable terminology,  or by discussions of strategy. No
assurance can be given that the future  results  covered by the  forward-looking
statements  will be  achieved.  We caution  readers that  important  factors may
affect our actual results and could cause such results to differ materially from
forward-looking  statements made by or on our behalf. Such factors include,  but
are not  limited  to,  changing  market  conditions,  the impact of  competitive
products,  pricing,  acceptance of our products and other risks set forth herein
and in other filings that we make with the Securities and Exchange Commission.

                                  Risk Factors

We have a limited operating history and anticipate losses.

                                                                              20
<PAGE>

     We have a limited operating history which has been materially and adversely
impacted by changes in the economic  environment  for  e-business and ability to
access  capital.  These  changes  have  resulted in a change in the focus of our
business.  Therefore,  we have  insufficient  operating  history  upon  which an
evaluation  of our future  performance  and  prospects  can be made.  Our future
prospects must be considered in light of the risks, expenses,  delays,  problems
and difficulties  frequently  encountered in the establishment of a new or small
business.  An  investor  in  our  common  stock  must  consider  the  risks  and
difficulties  frequently  encountered  by small  companies  operating in new and
competitive markets.

These risks include:

     o    competition  from  entities  that are much more  established  and have
          greater financial and technical resources than do we;

     o    need to develop infrastructure;

     o    ability to access and obtain capital when required; and

     o    dependence upon key personnel.

     We cannot be certain that our business  strategy will be successful or that
we will ever be  profitable  on a consistent  basis or at all.  Furthermore,  we
believe  that it is  probable  that we will  incur  negative  cash  flow for the
foreseeable future.

The  distribution  of Blue Marble  World's  shares may result in taxable gain to
eSAFETYWORLD which will have to pay the tax.

     The dividend of Blue Marble  World's shares to our  shareholders  will be a
taxable event to eSAFETYWORLD. If we incur any corporate tax as a result of this
dividend,  we may be forced to increase our debt or issue equity to pay the tax,
and there can be no assurance  that these  sources of funding will be available.
An increase in debt could  negatively  impact our financial  position and future
results of operations.

Recipients  of  distributions  of shares of Blue  Marble  World or shares of our
consulting clients may be confronted by potential taxation matters.

     We  advise  consulting  clients  who  have  the  option  to  satisfy  their
obligations  to us  through  the  issuance  of shares  that we may,  but are not
obligated to,  distribute to our  shareholders as dividends.  Any such dividends
and  distributions  received are taxable to our  shareholders as ordinary income
for federal  income tax purposes  provided  that we have current or  accumulated
earnings and profits. We believe that the fair market value of a client's shares
will be established by subsequent trading, if any, that develops with respect to
such shares.  However,  the distribution is taxable even if a trading market for
the shares never  develops.  We accept  shares of our  client's  common stock in
payment of fees for services  which equates to a negotiated  value of per share.
There can be no

                                                                              21
<PAGE>

assurances that this negotiated price will in any way reflect the price at which
the  shares  will  trade  after the  effectiveness  of  applicable  registration
statements.

     The foreign,  state and local tax  consequences of receiving a distribution
may differ materially from the federal income tax consequences  described above.
Shareholders should consult their tax advisor.

Any dividend of shares received from  consulting  clients will result in taxable
gain to us which will have to pay the tax.

     Any dividend of clients'  shares will be a taxable event to us. If we incur
any  corporate  tax  as a  result  of  any  dividend  of  those  shares  to  our
shareholders,  we may be forced to increase our debt or issue equity to pay such
tax,  and there can be no  assurance  that  these  sources  of  funding  will be
available.  An increase in debt could negatively  impact our financial  position
and future results of operations.

We have experienced  significant  cancellations of orders in our safety products
business.

     During  the  past  year,   many   companies  that  are  or  were  based  on
Internet-sales  strategies have experienced  significant  financial problems. At
the same time,  these  companies  have found that economic and financial  market
conditions have made it nearly impossible to raise additional  capital.  Many of
our initial  customers were using us to provide  products that  supplemented the
principal  supply or blanket orders  previously  placed with large  competitors.
Many of these  customers were involved in the  semiconductor  or  microprocessor
businesses.   The  slumps  in  those  industries   substantially  reduced  those
companies' needs to supplement  orders placed under blanket purchase orders with
other suppliers.  Our order flow declined significantly during the quarter ended
June 30, 2001. In addition,  orders aggregating  approximately $300,000 received
previously were cancelled or deferred indefinitely.

     The  foregoing  developments,  combined  with  the  early  success  of  our
consulting initiatives,  have resulted on our ongoing reassessment of the Safety
Products  Business.  If we are unsuccessful in developing a revised plan for our
safety products  business,  we are likely to incur  operating  losses and may be
required to make significant  write-offs for financial reporting purposes if the
situation continues to decline.

We  may  lack  the  resources  to  launch  our  MailSafe   Containment   Chamber
effectively.

     We are unable  topredict  the likely  demand for the  MailSafe  Containment
Chamber or our ability to satisfy that demand. MailSafe is designed as a product
that can be used in either  the  office  mailroom  or the home.  Reaching  these
markets will require a substantial marketing program and distribution system. We
currently do not have the infrastructure or the financial resources to undertake
a major  national  marketing  and  distribution  program  and would  consider  a
strategic alliance with a national  distributor.  No discussions or negotiations
are  currently  underway  with  any  such  potential  strategic

                                                                              22
<PAGE>

partner and no assurances can be given that we will be successful in making such
an arrangement.

Our future consulting engagements with clients may not be profitable.

     When making  proposals for  engagements,  we plan to estimate the costs and
timing for  completing  the  projects.  These  estimates  will  reflect our best
judgment regarding the efficiencies of our methodologies and professionals as we
plan  to  deploy  them  on  projects.  Any  increased  or  unexpected  costs  or
unanticipated  delays in connection with the  performance of these  engagements,
including  delays  caused by  factors  outside  our  control,  could  make these
contracts less profitable or unprofitable, which would have an adverse effect on
our profit margin.

     In  addition,  as  consultants,  a client  will  typically  retain us on an
engagement-by-engagement  basis,  rather than under long-term  contracts,  and a
substantial  majority of our contracts and  engagements may be terminated by the
client with short notice and without significant penalty.  Furthermore,  because
large client  projects in the future  involve  multiple  engagements  or stages,
there is a risk that a client may choose not to retain us for additional  stages
of a  project  or  that  a  client  will  cancel  or  delay  additional  planned
engagements.  These  terminations,  cancellations  or delays  could  result from
factors unrelated to our work product or the progress of the project,  but could
be related to  business  or  financial  conditions  of the client or the economy
generally. When contracts are terminated, we lose the associated revenues and we
may not be able to eliminate associated costs in a timely manner.

     In  many  cases,  we  may  receive  equity  securities  of  our  client  in
satisfaction  of our fee.  These  clients will often be small and have  illiquid
markets or no markets for their securities. As a result we may be unable to sell
the shares or convert them to a more liquid asset.

The consulting and information technology markets are highly competitive, and we
may not be able to compete effectively.

     The  management   consulting,   general  business  advisory  services,  and
e-business and technology  services  markets in which we will operate  include a
large number of participants and are highly competitive. Our primary competitors
include:

     o    large and  regional  accounting,  consulting  and  other  professional
          service firms;

     o    information technology service providers;

     o    application service providers; and

     o    local consulting arms within venture capital and similar firms.

                                                                              23
<PAGE>

There are no assurances  that we will be able to compete in this  marketplace in
the foreseeable future.

We have only a limited  ability to protect  our  intellectual  property  rights,
which are important to our success in the consulting business.

     Our success  depends,  in part, upon our ability to protect our proprietary
methodologies and other intellectual property. We may rely upon a combination of
trade secrets,  confidentiality  policies,  nondisclosure  and other contractual
arrangements,   and  patent,   copyright  and  trademark  laws  to  protect  our
intellectual  property rights. The steps that we plan to take in this regard may
not be adequate to prevent or deter  infringement or other  misappropriation  of
our intellectual  property, and we may not be able to detect unauthorized use or
take appropriate and timely steps to enforce our intellectual property rights.

We may face damage to our  professional  reputation  or legal  liability  if our
future clients are not satisfied with our services.

     As a  professional  services  firm, we will depend to a large extent on our
future  relationships  with our  clients  and our  reputation  for  high-caliber
professional  services and integrity to attract and retain clients. As a result,
if a client is not  satisfied  with our  services  or  products  it, may be more
damaging in our business than in other businesses.  Moreover, if we fail to meet
our contractual  obligations,  we could be subject to legal liability or loss of
client  relationships.  We expect  that our  contracts  will  typically  include
provisions  to limit our exposure to legal  claims  relating to our services and
the applications we develop,  but these provisions may not protect us or may not
be  enforceable  in all cases.  No  assurances  can be given that we will retain
clients in the foreseeable future.

We may need financing which may not be available.

     We do not have an established  source of equity or debt  financing.  We may
require  financing to establish our consulting  services  business and implement
our strategic  plan.  There can be no assurance that financing will be available
or  found.  If are  unable  to obtain  financing,  we may be  unable to  achieve
consistently profitable operations.

     Further, even if our consulting services business is successful, we may not
receive sufficient payments in cash from clients or may distribute all shares of
stock received to our  shareholders,  in which case we may be unable to generate
sufficient cash to meet our operating requirements.

Shareholders  may  be  diluted  significantly  through  our  efforts  to  obtain
financing and satisfy obligations.

     We have no  committed  source  of  financing.  Wherever  possible,  we will
attempt to use noncash consideration to satisfy obligations.  In many instances,
we believe that the

                                                                              24
<PAGE>

noncash consideration may consist of shares of our stock. In addition, if a more
liquid  trading  market  develops for our common stock,  we may attempt to raise
capital by selling shares of our common stock, possibly at a discount to market.
These  actions  will result in dilution of the  ownership  interests of existing
shareholders, and that dilution may be material.

We may be delisted from NASDAQ.

     NASDAQ has specific  listing and  maintenance  requirements,  including the
requirement  that the  highest bid bid price for our shares be not less than $1.
We have had  numerous  days during the past year where we failed to achieve that
requirement.  Although this  requirement  has been suspended  until December 31,
2001,  continued failure to achieve requirements will result in our shares being
delisted from NASDAQ.

     On October 22,  2001,  we  received  correspondence  from The Nasdaq  Stock
Market Inc. stating that our common stock would be delisted from trading because
we failed to timely  file this  Annual  Report on Form  10-KSB,  as  required by
Nasdaq  Marketplace  Rules. We have appealed this  determination and requested a
hearing before a Nasdaq Listing  Qualifications  Panel.  Nasdaq has also alleged
that we may have violated other Nasdaq Marketplace Rules,  including the failure
to pre-clear all press releases with Nasdaq  Stockwatch prior to  dissemination.
We expect that at this hearing we will be required to demonstrate our ability to
maintain long-term compliance with all Nasdaq listing maintenance  requirements.
No hearing date has been scheduled as yet. The delisting of our common stock has
been stayed  pending the  decision by the Nasdaq  Qualifications  Panel.  In the
event that our common stock is delisted  from Nasdaq,  we expect that our common
stock would trade on the NASD's OTC Bulletin Board.

We may establish or acquire a broker-dealer  subsidiary in which case we will be
subject to substantially increased potential regulatory and economic liability.

     We are  considering  acquiring  or forming a broker  dealer  subsidiary  to
expand  the  programs  that our  consulting  practice  offers,  but have made no
decision.  ,If  we  establish  or  acquire  a  broker-dealer  subsidiary,   such
broker-dealer  may be restricted by the NASD,  other  regulatory  bodies and its
clearing  firm with  respect  to its  ability  to  participate  in  underwritten
offerings.  The  broker-dealer  subsidiary  may incur  losses if it is unable to
resell any  securities  that it is  committed  to purchase or if it is forced to
liquidate its commitments at less than the agreed price.  In addition,  we would
be subject to  substantial  potential  liability for material  misstatements  or
omissions  in  prospectuses  and  other   communications  with  respect  to  any
underwritten offerings. We do not expect that any potential liabilities relating
to our  proposed  broker-dealer  subsidiary's  role as an  underwriter  would be
covered by insurance.

If we establish or acquire a broker-dealer subsidiary, we will become subject to
capital maintenance requirements which could hinder our ability to carry out our
business efficiently.

                                                                              25
<PAGE>

     If we create or acquire a broker-dealer  subsidiary, we will be subject to,
among other  requirements,  the financial capital minimums  requirements of Rule
15c3-1 under the  Securities  Exchange  Act,  which is known as the "net capital
rule".  The net  capital  rule is  designed  to monitor  the  general  financial
integrity and liquidity of a broker-dealer  by imposing  strict  requirements on
the amount of  indebtedness  which a  broker-dealer  may incur  relative  to its
equity capital.  In computing net capital,  various  adjustments are made to net
worth  calculations  which exclude assets that are not readily  convertible into
cash  and  take  a   conservative   perspective   of  other  assets  such  as  a
broker-dealer's  position  in  securities.  The  requirements  provide  that the
broker-dealer  shall maintain a minimum level of net capital and a minimum ratio
of net  capital  to  aggregate  indebtedness.  The  particular  levels  vary  in
application  depending  upon  the  nature  of  the  activity  undertaken  by the
broker-dealer and the length of time that it has been in business.

    The  net  capital  rule  would   impose   restrictions   on  our   potential
broker-dealer   subsidiary's   operations,   and  it  could,  in  turn,   impose
restrictions on our  operations.  Compliance with the net capital rule may limit
our operations and those of our proposed broker-dealer subsidiary,  particularly
with respect to transactions that require the intensive use of capital,  such as
underwriting  commitments and principal trading  activities,  and will limit our
ability to pay dividends. We will also have to enter into a membership agreement
with the NASD that may similarly limit our activities.

     No decision has been made to acquire or start a  broker-dealer.  If such an
acquisition  is made,  no  decision  has been made as to  proposed  scope of the
broker-dealer's operations.

Operations

     We had no revenue generating history prior to July 1, 1999. In August 1999,
we acquired  intangible  assets,  including  customer and vendor lists, from the
Distribution  Product  Group of Laminaire  Corporation.  We completed an initial
public offering of its common stock in February 2000 and devoted the period from
August 1999 to late 2000 developing our business plan,  designing and completing
an e-commerce website,  establishing  fulfillment systems,  developing marketing
tools and catalogues and establishing infrastructure. We adopted a very cautious
approach in implementing our strategies because the experience of other smallcap
and Internet companies as well as market conditions made it obvious that further
access to the capital markets would be extremely difficult. Therefore, we became
increasingly committed to a strategy that does not require a high level of fixed
costs or require major cash outlays to establish brand recognition.

     During  the  fourth  calendar  quarter  of 2000,  our  analysis  of  market
conditions as well as the capital  markets caused us to consider  augmenting our
initial  business  focus in order to increase  the  likelihood  of  successfully
achieving our business goals.  As a result,  we decided to take advantage of the
existing  core  skills of its  management  team and  expand  into two new areas,
personal care and nutrition products and business  consulting.  Neither of these
areas requires substantial capital commitments.

                                                                              26
<PAGE>

     At June 30, 2001, we had three core business groups:

Safety  Products  Business  - We market  and  distribute  disposable  industrial
safety,  laboratory  and  critical  environment  products  to  companies  having
employees  working in manufacturing,  construction or critical  environments and
those  employees  being  exposed  to   environmental   hazards.   We  operate  a
Business-to-Business  e-Commerce  site  over the  Internet  and also  offer  our
customers  a 360  degree  ordering  solution  by making  toll free  numbers  and
catalogs available for customers who prefer traditional ordering methods.

     During  the  past  year,   many   companies  that  are  or  were  based  on
Internet-sales  strategies have experienced  significant  financial problems. At
the same time,  these  companies  have found that economic and financial  market
conditions have made it nearly impossible to raise additional  capital.  Many of
our initial  customers were using us to provide  products that  supplemented the
principal  supply or blanket orders  previously  placed with large  competitors.
Many of these  customers were involved in the  semiconductor  or  microprocessor
businesses.   The  slumps  in  those  industries   substantially  reduced  those
companies' needs to supplement  orders placed under blanket purchase orders with
our competitors.  Our order flow declined significantly during the quarter ended
June 30, 2001. In addition,  orders aggregating  approximately $300,000 received
previously were cancelled or deferred indefinitely.

     The  foregoing  developments,  combined  with  the  early  success  of  our
consulting initiatives,  have resulted on our ongoing reassessment of the Safety
Products Business.  We are currently  exploring our options and have not come to
any conclusion. Our options being considered are:

     o    Emphasize a limited number of high technology and specialty products;

     o    Spin the safety product business off as a separate company;

     o    Merge the safety product  business with a larger business in need of a
          e-business  or  distribution  strategy (in which case the other entity
          might manage the combined businesses); or

     o    Continue the business  without  committing  significant  financial and
          other  resources  that  can  best be  used  expanding  the  consulting
          business.

     During the first quarter of fiscal 2002,  we  introduced  the first product
under our high technology and specialty  products plan.  This product,  which is
designed  to help  protect  corporate  mailrooms  as well  as the  home,  is our
MailSafe  Containment  Chamber. It allows an individual to open mail or standard
size overnight package in a confined airtight environment. MailSafe is air tight
by design and testing and allows the operator to view the envelope or package in
safety from airborne material release.  We have applied for a provisional patent
on our MailSafe  Containment Chamber product. We subsequently have been informed
by  Seavisions  of South  Florida,  Inc. that it claims to

                                                                              27
<PAGE>

have filed for patent  protection for a similar  product before we did. Based on
the  advice  of our  patent  counsel,  we  believe  that our  application  for a
provisional patent should be granted; however, no assurance can be given in this
regard.

     There is no way that we can  predict  the likely  demand  for the  MailSafe
Containment Chamber or our ability to satisfy that demand.  MailSafe is designed
as a product  that can be used in either the  office  mailroom  or the home.  We
expect that reaching these markets will require a substantial  marketing program
and  distribution  system.  We currently do not have the  infrastructure  or the
financial  resources to undertake a major  national  marketing and  distribution
program and would consider a strategic alliance with a national distributor.  No
discussions  or  negotiations  are currently  underway  with any such  potential
strategic  partner and no assurances  can be given that we will be successful in
making such an arrangement.

     Unless MailSafe or another product is very  successful,  we believe that we
are likely to incur  operating  losses and  negative  cash flow  during the next
fiscal year on this area of our business because of the current reduced level of
demand.

Consulting  Program - We established a consulting program to assist companies to
develop  an  effective  business  strategy  and  take  advantage  of  financial,
technological  and general business  opportunities.  Fees due by these companies
are generally  payable in cash or stock, at the client's option. We may consider
dividending  shares of stock received from our clients to our shareholders,  but
are not obligated to do so. We generally do not accept shares from clients until
those  shares  are  registered  by such  clients  in an  effective  registration
statement  filed pursuant to the Securities Act of 1933, as amended.  During the
fiscal year ended June 30, 2001,  three  clients filed  registration  statements
with respect to consulting fees. Even if the  registration  statements of client
entities are declared  effective,  there are no assurances that a liquid trading
market will ever develop for the shares of stock that we receive.

     We have elected a financial  reporting policy of not recognizing  income on
consulting  projects  until the shares are fully  earned.  Accordingly,  we have
deferred  net  revenues  of  approximately   $500,000   relating  to  consulting
engagements  at June 30, 2001.  Substantially  all of that  deferred  revenue is
expected to be realized in the next 12 months.  It appears  that  revenues  from
this initiative  will comprise a significant  portion of our revenues during the
next 12 months, and we are expanding the resources devoted to this new endeavor.

Personal  Care and Nutrition - In December  2000,  we  established a subsidiary,
Blue Marble World,  Inc., to sell personal care and nutrition products through a
direct marketing chain of independent distributors. The independent distributors
will purchase  products from the Blue Marble World's  website or by use of faxes
or a toll-free  telephone  number.  Blue Marble World has  developed a family of
products and production techniques that we believe to be distinctive,  developed
an a distributor  compensation  plan and entered into  agreement with a contract
manufacturer  and a fulfillment  center.  A

                                                                              28
<PAGE>

substantial  portion of Blue Marble World's resources during the year ended June
30, 2001 were  devoted to the  development  of  products,  a website,  software,
marketing  materials and the final design of the distributor  compensation  plan
Most of these tasks are expected to be completed in late 2001 or early 2002.

     In June 2001, we filed a  registration  statement  with the  Securities and
Exchange  Commission for the purpose of spinning off  approximately  81% of Blue
Marble World's shares to eSAFETYWORLD's shareholders as a dividend. Accordingly,
Blue Marble World is reflected as a discontinued  operation in the  accompanying
financial statements.

Operating  Considerations  - The  operating  results for the year ended June 30,
2001 do not reflect any significant  contribution  from our  infrastructure  and
operational  initiatives except for the commencement of the consulting business,
and the operating results for the quarter  following  September 30, 2001 are not
likely to benefit  significantly  from these efforts.  The costs associated with
those  undertakings  make it unlikely that the quarter ended  September 30, 2001
will be profitable.

Operating Results

     The  operations  during the  periods  ended June 30,  2001 and 2000 are not
comparable.  A majority of the activities in the 2000 period involved delivering
products to former  Laminaire  customers  relating to orders that were generally
very  delinquent  because of  Laminaire's  inability  to get  products  from its
vendors. Substantially all of these orders were nonrecurring. After the delivery
of these  products,  we were  unable to retain  most of the  customers  involved
because of their  dissatisfaction  with  Laminaire  or because  they had already
found other suppliers. In addition, Laminaire accepted orders for very small and
partial  shipments.  We shipped  those  orders in 2000 to  satisfy  the needs of
customers on the acquired  customer list but concluded  that such orders did not
fit into our business  model going forward  because such  shipments  require the
maintenance of  substantial  levels of inventory.  We had no fulltime  employees
during most of the 2000 period and used the cash  proceeds  from sales to reduce
our obligations to Laminaire.

     Operating  results  for the  years  ended  June  30,  2001  and 2000 are as
follows:

                                                          2001             2000
 Sales                                               $ 384,975        $ 723,968
Cost of revenues                                       350,007          477,995
                                                     ---------        ---------
Gross profits                                           34,968          245,973
Selling and other                                      347,102          205,046
Amortization of intangibles                            115,021           82,662
Other income- net                                     (232,160)         (80,610)
Pretax income from continuing operations              (194,995)          38,875
Blue  Marble  Worldstartup costs                      (180,401)               0
                                                     ---------        ---------

                                                                              29
<PAGE>

     The foregoing data excludes deferred net revenues of approximately $500,000
associated with consulting  engagements  that were in progress at June 30, 2001.
Substantially  all of these amounts is expected to be recognized in fiscal 2002.
The work related to these  revenues  has been  completed;  however,  the related
revenues and net profits have been deferred for the reasons set forth below.

     As  indicated  above,  we devoted a  substantial  portion of our  resources
during the period ended June 30, 2001 on developing infrastructure and marketing
initiatives.  A  substantial  portion  of  the  sales  in  2000  involved  items
associated  with the acquired  customer lists that Laminaire was unable to ship.
Many of these  items  related  to  customers  who were  very  dissatisfied  with
Laminaire  and who,  accordingly,  had  placed  new  blanket  orders  with other
vendors. We were unable to retain many of these customers

     Amortization   consists   entirely  of  expenses  relating  to  intangibles
associated  with the Laminaire  transaction.  Changes in  accounting  rules will
reduce the requirements for periodic amortization in future periods.

     The Blue Marble World startup costs represent the costs directly associated
with starting the operations of Blue Marble World, Inc., our new subsidiary that
is expected to sell personal care products. The startup costs relate principally
to work performed by employees and consultants of  eSAFETYWORLD  relating to the
formulation of products,  the design and  development of a website and software,
the design and preparation of sales literature and forms, and the  establishment
of a distribution  network.  Such amounts were allocated to Blue Marble World at
cost  without any markup  based on the  estimated  percentage  of time that each
employee or consultant  worked for the benefit of Blue Marble World.  The amount
of estimated time and expense was determined based on reference to specific time
and expense reports.  There were no allocations of general overhead.  Management
believes that the  allocation by specific  identification  is  reasonable.  Blue
Marble World filed a  Registration  Statement  with the  Securities and Exchange
Commission in June 2001 pursuant to a plan to  distribute  approximately  81% of
Blue Marble World's stock to our shareholders as a dividend.  Accordingly,  Blue
Marble  World is  reflected  as a  discontinued  operation  in the  accompanying
consolidated financial statements.

     Other- net consists principally of interest income.

Liquidity and Capital Resources

     We believe that the remaining net proceeds of our initial  public  offering
are  sufficient  to  satisfy  our  working  capital  and  business   development
requirements  for at least the next nine to 12 months.  At June 30, 2001, we had
cash and certificates of deposit of approximately $3,668,004.

     During the year ended June 30, 2001, we made two investments:

                                                                              30
<PAGE>


     o    Harbor Ridge Communications, Inc. - We have invested $473,288 loans to
          Harbor Ridge, a a privately-held public relations firm specializing in
          services to emerging  public  companies.  The terms of the investment,
          which is  convertible  at our option into 50% of Harbor Ridge's common
          stock,  have not yet been finalized.  We believe that Harbor Ridge has
          an attractive business strategy,  which we currently are attempting to
          see  implemented.  In  addition,  Harbor  Ridge is expected to perform
          services for our consulting  clients that become public companies.  If
          we  convert  our loan to  equity,  two of our  directors  will  become
          directors of Harbor Ridge.

     o    Oakland  Industries  - In April  2001,  we made a  bridge  loan in the
          principal   amount  of  $100,000   to  SwapIt   based  on  the  strong
          recommendation  of our underwriter.  That loan was converted to equity
          in July  2001,  at which  time the  business  became  known as Oakland
          Industries.

     We have no commitments  for financing.  We intend to engage the services of
an investment  banking firm to assist us in raising capital if needed,  although
no assurances can be given that we will be successful in those  efforts.  We may
pursue  discretionary  drawdown equity lines of credit or similar  facilities if
our common stock begins to trade at sufficient  volumes.  However, no assurances
can be given that we will be successful  in obtaining an equity  facility or any
other investment capital if needed.

Seasonality

     The demand for many of our distribution products is seasonal. Our customers
have a reduced  demand for  products in the summer and during  December  because
many of our customers' employees take vacation, plants are often closed during a
portion of that period and there is a general  reduction of business activity in
those months.

     We do not yet have a basis to  determine  whether its  consulting  business
will be seasonal.

New Accounting Pronouncements

     No new pronouncement  issued by the Financial  Accounting  Standards Board,
the American Institute of Certified Public Accountants, the Emerging Issues Task
Force or the Securities  and Exchange  Commission is expected to have a material
impact on our financial  position or reported results of operations,  except for
Statement  No.  141  of  the  Financial  Accounting  Standards  Board,  Business
Combinations,  and Statement No. 142, Goodwill and Other Intangible Assets which
conclude  that  goodwill  recorded on  corporate  balance  sheets,  arising from
acquisitions  completed  prior to June 30, 2001  should no longer be  amortized.
From  the  date of  issuance,  all  goodwill  would be  accounted  for  using an
impairment  approach which means that it will be written down only in periods in
which the recorded value of goodwill exceeds its fair value.

                                                                              31
<PAGE>

Item 7A -- QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our earnings and cash flows are subject to  fluctuations  due to changes in
interest rates primarily from its investment of available cash balances in money
market  funds.  Under its  current  policies,  we do not use the  interest  rate
derivative instruments to manage exposure to interest rate changes.

Item 8 -- FINANCIAL STATEMENTS

     The financial statements filed as part of this Annual Report on Form 10-KSB
are set forth starting on page 45.

Item 9 -- CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

     NOT APPLICABLE

                                    PART III

DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL PERSONS  COMPLIANCE WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

              Our executive officers and directors are as follows:

Name                Age Position and Offices

Edward A. Heil      50  Chairman, president and chief executive officer
R. Bret Jenkins     42  Director, secretary, and chief financial officer
James Brownfiel     28  Director and chief operating officer
Claire A. Heil      30  Director and chief administrative officer
Bridget C. Owens    44  Director
Steven W. Schuster  46  Director


Set  forth  below is a brief  description  of the  background  of our  executive
officers and directors, based on information provided by them to us.

Edward A. Heil is a founder of  eSAFETYWORLD  and has been our  president  and a
director  since  1997.  He is a  certified  public  accountant  and  a  managing
director, since January 1992 of EH Associates, LLC, a financial consulting firm.
From  1984  through  December  1991 he was a  partner  in the  accounting  firm,
Deloitte  &  Touche,  LLP.  From  1973  to  1984  he  was  employed  in  various
professional  capacities by Deloitte & Touche,  LLP. Mr. Heil holds  Bachelor of
Arts and Master of Business Administration degrees

                                                                              32
<PAGE>

from New York University.  Mr. Heil is also a director of The StockGame Company.
EH Associates,  LLC has a consulting  contract to provide us with management and
financial services, pursuant to which Mr. Heil provides services.

R. Bret  Jenkins  has been a  director  since 1997 and  became  chief  financial
officer in October 1999. He has been in the private  practice of securities  and
general  business law for the past 15 years.  Mr. Jenkins holds Bachelor of Arts
and Juris Doctorate degrees from the University of Utah. JPJ, Inc., a consulting
firm  controlled  by Mr.  Jenkins,  has a contract  to provide us with  business
services.

James Brownfiel has been an officer since August 1999 and became Chief Operating
Officer in March 2000.  He became a director  in  September  2000.  From 1996 to
1999, he was a general manager for Deshler  Mechanical  Corp. From 1995 to 1996,
he was a District Manager for Ferguson Enterprises.  From 1994 to 1995, he was a
project  manager for Porter  Brothers Inc. He is a graduate of the University of
Notre Dame. Mr. Brownfiel is Mr. Heil's son-in-law.

Claire A. Heil is a certified public  accountant and became a Director and Chief
Administrative  Officer in September 2000. Prior to that, she held  professional
accounting positions at PriceWaterhouseCoopers,  LLP, Wright Griffin Davis & Co.
and the  University  of Michigan.  She is a graduate of the  University of Notre
Dame and is Mr. Heil's daughter.

Bridget  C. Owens has been a  director  since  June 1999.  She served as special
assistant  to the  board of  directors  of  Laminaire  Corporation  from 1995 to
February  2000.  Prior to that she was  director of  marketing  for  Independent
Network Group, Inc in 1994 and for Primac Inc., a privately-held  transportation
company from 1992-1993. Prior to Primac, Ms. Owens owned and operated a trucking
and transportation  company. Ms. Owens currently operates a consulting business,
EDK Associates, that provides administrative support services.

Steven W.  Schuster has been a director  since August 1999. He has been a member
of McLaughlin & Stern,  LLP since 1995. From 1997 through 1999, he was secretary
of Laminaire.  Mr.  Schuster has practiced  corporate and securities law for the
past 20 years. He received a Bachelor of Arts degree from Harvard University and
a Juris Doctorate from New York University.

Board of Directors

     All  directors  hold office until the  completion  of their term of office,
which is not longer  than  three  years,  or until  their  successors  have been
elected.  We have a staggered  board of  directors.  All officers are  appointed
annually  by  the  board  of  directors  and,  subject  to  existing  employment
agreements, serve at the discretion of the board.

     The board of directors has an audit committee and  compensation  committee.
The  audit  committee  reviews  the  results  and  scope of the  audit and other
services provided by


                                                                              33
<PAGE>

our independent  auditors,  review and evaluate our system of internal controls.
The  compensation  committee  will  manage our stock  option plan and review and
recommend compensation arrangements for our officers.

     All directors are  reimbursed by us for any expenses  incurred in attending
directors' meetings. We also have officers and directors liability insurance.

Stock Option Plan

     We have a stock  option  plan that  expires in 2009 and enables us to grant
incentive stock options, non-qualified options and stock appreciation rights for
up to an  aggregate  of 450,000  shares of our  common  stock.  Incentive  stock
options  granted  under the plan must conform to applicable  federal  income tax
regulations  and have an exercise  price not less than the fair market  value of
shares at the date of grant or 110% of fair market value for ten percent or more
stockholders.  Other  options  and stock  appreciation  rights may be granted on
terms determined by the compensation committee of the board of directors.

     We have issued 450,000  options to our officers,  directors and consultants
at an exercise price of $.87 per share,  the closing price on the date that such
options  were  granted.  All  options  were  granted  in  October  2000  and are
exercisable. No options have been exercised.

Item 10 -- Executive Compensation

     No officer, director or employee has received compensation of $100,000, and
no director,  officer or employee has a contract or commitment to receive annual
compensation in excess of $100,000 except as described below:

The following table summarizes the salaries and benefits paid to our officers.
<TABLE>
<CAPTION>

                                                                Long Term
                              Annual Compensation (1)       Compensation Awards        Payouts
                              ----------------------        -------------------        -------
Name and                                    Other Annual  Restricted Stock Option   LTIPR  All Other
Principal Position   Year    Salary  Bonus  Compensation    Awards         SARs(b) Payout Compensation
------------------   ----   -------  -----  ------------  ---------- ----- ------  ------ ------------
<S>                  <C>   <C>        <C>     <C>             <C>      <C>   <C>     <C>       <C>
Edward A Heil        2001   $140,00   -0-     $12,000         --       --    --      --        --
                     2000    28,717   --       3,000          --       --    --      --        --
                     1999       -0-   --        --            --       --    --      --        --
R. Bret Jenkins      2001  $120,000            2,807          --       --    --      --        --
                     2000    25,000   -0-       -0-           --       --    --      --        --
                     1999       -0-   -0-       -0-           --       --    --      --        --
James Brownfiel      2001    90,494   -0-     12,000          --       --    --      --        --
                     2000    13,834   -0-      3,000          --       --    --      --        --
                     1999       -0-   -0-       -0-           --       --    --      --        --
Claire A Heil        2001    73,267   -0-      2,674          --       --    --      --        --
                     2000       -0-   -0-       -0-           --       --    --      --        --
                     1999       -0-   -0-       -0-           --       --    --      --        --
</TABLE>

                                                                              34
<PAGE>

(a)  Represents   amounts  paid  under   consulting   arrangements  to  entities
     controlled  by our  officers  or direct  employment  agreements.  The other
     compensation  relates  principally  to the  estimated  cost of health  care
     benefits.

(b)  Messrs.  Heil and Jenkins each have options to purchase  105,000 shares and
     Mr. Brownfiel and Ms. Heil each have options to purchase 80,000 shares. All
     options are exercisable at a price of $.87 per share, the fair market value
     at the date of grant.  All options are  exercisable.  No options  have been
     exercised through Octber 24, 2001.

Employment and Consulting Agreements

     Mr. Brownfiel has a three-year  employment  agreement that became effective
at March 15, 2001 calls for an annual  salary of not less than  $100,000  during
the first 12 months,  $120,000  during the second 12 months and $130,000  during
the third 12 months as well as reimbursement of business  expenses,  including a
car  allowance.  The  contract  automatically  rolls  over  for one year on each
anniversary date unless terminated.

     We  have  a  three-year  agreement  with  CH  Associates,  LLC,  an  entity
controlled  by Ms.  Heil that  became  effective  at June 15, 2001 and calls for
minimum  annual  fees of not less than  $100,000,  as well as  reimbursement  of
business  expenses.  Ms. Heil currently devotes an average of 45 to 50 hours per
week  to  us  and  receives  no  other   compensation   from  us.  The  contract
automatically   rolls  over  for  one  year  on  each  anniversary  date  unless
terminated.

     We have an agreement with JPJ, Inc., an entity associated with Mr. Jenkins,
under which we have agreed to pay minimum annual fees of $120,000 in each of the
three years in the period  ended March 31, 2004 for legal,  financial  and other
business  services.  Mr.  Jenkins  receives no  compensation  from us beyond the
payments to JPJ, Inc. The contract  automatically  rolls over unless terminated.
Mr.  Jenkins  currently  devotes  an  average  of 35 hours  per week to us.  The
contract  automatically  rolls over for one year on each anniversary date unless
terminated.

     We have an agreement with EH Associates, LLC, an entity associated with Mr.
Heil,  under which we will pay annual  consulting fees of not less than $150,000
in each of the three years in the period ended March 31, 2004. Mr. Heil receives
no compensation from us beyond the payments to EH Associates,  LLC. The contract
automatically   rolls  over  for  one  year  on  each  anniversary  date  unless
terminated.  Mr. Heil currently devotes an average of 50 to 60 hours per week to
us.

     We have an agreement with EDK Associates, LLC under which we have agreed to
pay  annual  fees of not less than  $52,000  in each of the  three  years in the
period ended July 31, 2003 for administrative,  marketing and investor relations
services.  Ms. Owens, a director,  is the managing  member and sole owner of EDK
Associates, LLC.

                                       35
<PAGE>

Stock Option Grants in Fiscal 2001

     The following table sets forth:

     o    the number of shares underlying  options granted during fiscal 2001 to
          the named executive officers,

     o    the percentage that the option grant represents of the total number of
          options granted to all of our employees during fiscal 2001,

     o    the per share exercise price of each such option, and

     o    the expiration date of each such option.

Name                Number of         Percentage of    Exercise       Expiration
                    Shares            Total Options    Price          Date
                    Underlying        Granted to
                    Options           Employees in
                    Granted during    2001
                    Fiscal 2001

Edward A. Heil        105,000             23.3         $.87            2010
R. Bret Jenkins       105,000             23.3         $.87            2010
James Brownfiel        90,000             20.0         $.87            2010
Claire A. Heil         90,000             20.0         $.87            2010


None of the options have been exercised.

Conflicts of interest

     Certain of our key  personnel  are not  required to commit full time to our
 affairs and,  accordingly,  these individuals may have conflicts of interest in
 allocating  management  time among their various  business  activities.  In the
 course of their other  business  activities,  certain key  personnel may become
 aware of investment and business  opportunities  which may be  appropriate  for
 presentation  to us,  as  well  as the  other  entities  with  which  they  are
 affiliated.  As such,  they may have  conflicts of interest in  determining  to
 which entity a particular business opportunity should be presented.

     Each  officer and  director is, so long as he or she is officer or director
subject to the restriction  that all  opportunities  contemplated by our plan of
operation that come to his or her attention,  either in the performance of their
duties or in any other manner, will be considered  opportunities of, and be made
available to us and the companies that he or she is affiliated  with on an equal
basis. A breach of this  requirement will be a breach of the fiduciary duties of
the officer or director. If we or the companies to which the officer or director
is  affiliated  each  desire  to take  advantage  of an  opportunity,  then  the
applicable  officer or director would abstain from  negotiating  and voting upon
the  opportunity.  However,  the officer or director may still take advantage of
opportunities  if we should decline to do so. Except as set forth above, we have
not adopted any other conflict of interest policy in connection with these types
of transactions.

                                                                              36
<PAGE>

Indemnification of Officers and Directors

     Our  bylaws  provide  that we  shall  indemnify  its  officers,  directors,
employees  and other  agents to the fullest  extent  permitted by Nevada law. In
addition,  our certificate of incorporation provides that, to the fullest extent
permitted by Nevada law, our directors  will not be liable for monetary  damages
for breach of the directors'  fiduciary duty of care to us or our  shareholders.
This  provision in the  certificate  of  incorporation  does not  eliminate  the
directors'  duty of care, and in appropriate  circumstances  equitable  remedies
including as an  injunction or other forms of  non-monetary  relief would remain
available  under Nevada law. Each director will continue to be liable for breach
of the  director's  duty  of  loyalty  to us or our  shareholders,  for  acts or
omissions  not in good faith or involving  intentional  misconduct,  for knowing
violations  of law,  for any  transaction  from  which the  director  derived an
improper  personal benefit and for improper  distributions  to shareholders.  In
addition, this provision does not affect a director's responsibilities under any
other laws, including federal securities laws or state or federal  environmental
laws.

     We  have  been  advised  that  in the  opinion  of the  SEC,  this  type of
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification against these types of liabilities, other than the payment by us
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suitor proceeding,  is asserted by a director,
officer  or  controlling   person  in  connection  with  the  securities   being
registered,  we will  submit the  question of whether  indemnification  by us is
against public policy to an appropriate  court and will be governed by the final
adjudication of the case.

SECURITY OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information known to us regarding beneficial
ownership of our common stock as of September 15, 2001 by:

     o    each person known or believed by us to own,  directly or beneficially,
          more than 5% of our common stock,

     o    each of our directors, and

     o    all of our officers and directors as a group.

     Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed below,  based on information  furnished by the owners,  have
sole investment and voting power over to the shares.


                                                                              37
<PAGE>


Name of beneficial                             Number of            Percent of
owner (1)                                      shares owned         shares
                                                                    owned (3)

Edward A. Heil                                 443,000               14.77

R. Bret Jenkins (2)                            330,000               11.00

James Brownfiel                                 73,500                2.45

Claire A. Heil                                  73,500                2.45

Steven W. Schuster                             100,000                3.34

Bridget C. Owens                                50,000                1.67

Directors and Officers As a Group              1,070000              36.51
(6 people)

(1)  The address for all other officers and directors,  except Mr. Schuster,  is
     80 Orville Drive,  Bohemia, NY 11716. Mr. Schuster's address is 260 Madison
     Avenue, New York, NY 10016.

(2)  JPJ, Inc. owns 225,000 shares.  It is an entity  controlled by Mr. Jenkins.
     Shares held by it are beneficially owned and controlled by Mr. Jenkins.


Item 12 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with Blue Marble World - eSAFETYWORLD  and Blue Marble World signed a
Business Management Agreement, as revised in September 2001, which requires Blue
Marble World to pay a management  fee to  eSAFETYWORLD  in a sum equal to 10% of
Blue Marble  World's gross  revenues with a minimum  monthly base fee of $3,500.
Payment shall be made monthly and may be made, at Blue Marble World's option, in
cash or shares of Blue Marble World's common stock. If payment is made in common
stock, eSAFETYWORLD shall have demand registration rights which may be exercised
once in each 12 month period. The number of shares that will be issuable will be
based  on the  closing  bid  price of Blue  Marble  World's  shares  on the last
business  day of each  month.  If no bid  price  exists,  the  number  of shares
issuable will be based on a price of $.50 per share.  In addition,  eSAFETYWORLD
shall be reimbursed  for the costs  incurred by it for outside  contractors  and
consultants.  The agreement covers three years and automatically  rolls over for
an additional year at the end of each contract year unless  terminated by one of
the  parties.  Rates  to  be  paid  are  to be  renegotiated  on  each  contract
anniversary date.

     At June 30,  2001,  Blue Marble  World owes  eSAFETYWORLD  an  aggregate of
$224,904. The Master Distribution Agreement between the two companies stipulates
that the liability to eSAFETYWORLD shall be paid from 50% of the proceeds of any
capital  infusion  that  Blue  Marble  World  obtains.  If  the  balance  due to
eSAFETYWORLD  is not  repaid  in full by June 30,  2002,  the  remaining  unpaid
balance shall be paid, without

                                                                              38
<PAGE>

interest,  in 12 equal monthly  installments  commencing on July 31, 2002. If we
are unable to pay the  balance by July 31,  2003,  the unpaid  balance  may,  at
eSAFETYWORLD's  option,  be converted into shares of our common stock at a price
per share equal to the closing average bid price of such shares during the first
20 days of trading,  If eSAFETYWORLD  converts amounts due it at any point after
July 31,  2003,  it shall have demand  registration  rights with  respect to the
shares received upon  conversion.  Blue Marble World shall pay all  registration
costs.

Consulting  Agreement  with  StockGame - On September  27, 2000,  The  StockGame
Company engaged  eSAFETYWORLD to provide  StockGame with:

     o    administrative and customer service support;

     o    assisting in the design, development and hosting of a website;

     o    accounting and management services support, and

     o    office space and telephone services.

The agreement with eSAFETYWORLD was amended in May 2001 with
the terms of the amendments being considered to have been effective on September
27, 2000. In consideration  of the services being provided,  StockGame agreed to
pay eSAFETYWORLD a one-time fee of $300,000 payable at the election of StockGame
in either cash or 600,000  shares of StockGame  common stock,  respectively.  In
February 2001,  StockGame advised eSAFETYWORLD that it would issue the shares of
its  common  stock to  satisfy  its  obligations  under the  agreement  and,  in
accordance with the provisions of the consulting agreement, filed a registration
statement with the Securities  and Exchange  Commission.  Under the terms of the
agreement,  eSAFETYWORLD  is also  entitled  to  receive  a fee  equal  to 5% of
StockGame's annual revenue.

     In September 2001,  StockGame and  eSAFETYWORLD  rescinded their consulting
agreement,  eSAFETYWORLD  returned the 600,000 shares of StockGame  common stock
and the  two  parties  entered  into a  revised  consulting  agreement  covering
substantially the same services. The contract is renewable for a one year period
on its contract  anniversary date at StockGame's  option,  provided that John C.
Dello-Iacono  is its president at the renewal date. If John C.  Dello-Iacono  is
not its president at the renewal date,  then the extension  requires the consent
of both  parties.  In the event that  StockGame  opts to issue  shares of common
stock for compensation to eSAFETYWORLD to satisfy the obligations  under the new
consulting  agreement,  it  agreed  to  register  such  common  stock  under the
Securities Act of 1933, as amended, on Form SB-2 or S-1 prior to the issuance of
the shares.  It also agreed to  distribute  the 600,000  shares to  eSAFETYWORLD
within 24 hours after the applicable  registration  statement becomes effective.
StockGame has advised eSAFETYWORLD that it will opt to issue shares.

     Edward A. Heil,  a minority  shareholder  and  director  of  StockGame,  is
president of  eSAFETYWORLD.  Neither Mr. Heil nor  eSAFETYWORLD  are involved in
StockGame's day-to-day decision making process.

                                                                              39

<PAGE>


Transaction  involving Laminaire - In August 1999, we acquired intangible assets
including  the  customer  and  vendor  lists  of the  Distribution  Division  of
Laminaire  Corporation and incorporated  the business.  The final purchase price
consisted of 100,000  shares of our common stock and notes payable to the seller
in the principal amount of $400,000.

     The transaction was approved by two of our disinterested directors.  Edward
A. Heil, our chairman,  was a director of Laminaire.  Steven W. Schuster, one of
our directors,  is a member of the law firm that formerly  served as Laminaire's
corporate  counsel,   and  Mr.  Schuster  formerly  was  Laminaire's   corporate
secretary. The negotiations for the acquisition were conducted on an arms length
basis.  Mr. Schuster did not act as counsel for Laminaire,  and Mr. Heil did not
participate in the Laminaire  board meeting that approved the  transaction.  Ms.
Owens, one of our directors,  was employed by Laminaire as special  assistant to
the board of  directors  but  severed  all  relationships  with  Laminaire  upon
completion of our initial  public  offering.  Ms. Owens  performs  marketing and
investor  relations  functions  for us through  EDK  Associates,  LLC,  which is
controlled  by  Ms.  Owens.  Ms.  Owens  did  not  participate  in  any  of  the
negotiations relating to the purchase transaction.

     In August 1999, eSAFETYWORLD made a demand loan to Laminaire Corporation in
the principal amount of $102,000.  The loan bears interest at the rate of 9% per
annum.  The loan was made to provide  Laminaire with additional  working capital
and to lower the amount  ultimately due from Laminaire under the notes issued in
connection  with  the  acquisition  of the  customer  and  vendor  lists  of the
Distribution Division.  This loan was offset against amounts due to Laminaire in
March 2000 pursuant to its terms.

     Under the terms of the promissory notes in the principal amount of $400,000
payable to Laminaire  Corporation,  any amounts paid to vendors of Laminaire for
the account of Laminaire could be deducted from the amounts owed  Laminaire.  We
offset the amounts paid against the notes due to  Laminaire.  All amounts due to
Laminaire were fully satisfied by March 2000.

Other Transactions and Agreements

     o    EH  Associates,  LLC  has a  contract  with  us for  consultation  for
          financial  and  management  services.  Mr.  Heil  is  the  controlling
          shareholder of EH Associates, LLC

     o    JPJ Inc. has a contract  with us for  consultation  for  financial and
          management services. Mr. Jenkins is the controlling shareholder of JPJ
          Inc.

     o    CH  Associates,  LLC  has a  contract  with  us for  consultation  for
          financial and management services. Ms. Heil, the daughter of Edward A.
          Heil, is the controlling shareholder of CH Associates, LLC

                                                                              40

<PAGE>

     o    EDK  Associates,  LLC  has a  contract  with  us  for  administrative,
          marketing and investor relations  services.  Ms. Owens is the managing
          member and sole owner of EDK Associates, LLC.

   All  future  material  affiliated  transactions  and  future  loans  and loan
guarantees with our officers,  directors,  5% shareholders,  or their respective
affiliates,  will be on terms  that are as  favorable  to us as those  generally
available from unaffiliated third parties.

     Additionally,  we have and will maintain at least two independent directors
on our board of directors. All future significant transactions with and loans to
affiliates  shall be  approved  or  ratified  by a majority  of our  independent
directors and other  directors  who do not have an interest in the  transactions
and who, in certain instances, will have access, at our expense, to counsel.








                                     PART IV

                        Exhibits and Reports on Form 8-K

a.   Exhibits

INDEX TO EXHIBITS


Number    Description

1.1       Form of Underwriting Agreement*

3.1       Registrant's Articles of Incorporation dated
          July 21, 1997*

3.2       Registrant's Amendment to Articles of
          Incorporation dated August 23, 1999*

3.3       Registrant's Certificate of Correction to
          Articles of Incorporation dated November 19,
          1999*

3.4       Registrant's By-laws*

4.1       Form of common stock certificate*

4.2       1999 stock option plan*

10.1      Asset Purchase Agreement with Laminaire Corp.*

10.2      Agreement with EH Associates, LLC*

10.3      Agreement with JPJ,Inc.*

10.4      Agreement with EDK, LLC*

10.6      Employment Agreement with James Brownfiel*

                                                                              41

<PAGE>

10.7      Form of Advisory  Investment  Banking Agreement between Registrant and
          Kashner Davidson Securities Corp.*

10.9      Promissory Note in favor of the Registrant from Laminaire  Corporation
          in the principal amount of $102,000 dated August 11, 1999*

10.10     Promissory  Note in favor of Laminaire  Corporation  in the  principal
          amount of $200,000 dated August 11, 1999*

10.11     Promissory  Note in favor of Laminaire  Corporation  in the  principal
          amount of $300,000 dated August 11, 1999*

10.12     Agreement with Kimberly-Clark Corporation dated September 29, 1999*

10.13     Agreement with The Texwipe Company, LLC dated September 29, 1999*

10.14     Agreement with Alma, Inc. dated September 29, 1999*

10.15     Agreement with Ideal Sales, Inc. dated December 8, 1999*

10.16     Promissory  Note in favor of the Arcadia Mutual Fund,  Ltd. Dated July
          15, 1999*

10.17     Promissory Note in favor of the Chamberlain Fund dated August 6, 1999*

10.18     Amendment to Asset Purchase Agreement*

10.19     Letter Agreement Modifying Asset Purchase Agreement**

10.20     Amended Consulting Agreement with JPJ, Inc.**

10.21     Amended Employment Agreement with James Brownfiel**

10.22     Amended Agreement with EH Associates, LLC.***

10.23     Employment Agreement with Claire A. Heil***

10.24     Amended Agreement with EDK, LLC***

10.25     Agreement with KMB, LLC.***

10.26     Amended Agreement with EH Associates, LLC****

10.27     Amended Agreement with JPJ, Inc****

10.28     Amended Agreement with CH Associates, LLC****

10.29     Employment Agreement with James Brownfiel****

10.30     Management Agreement with Blue Marble World, Inc.

10.31     Master  Distribution  Agreement  between Blue Marble  World,  Inc. and
          eSAFETYWORLD, Inc.

10.32     Amended Agreement dated June 15, 2001 with CH Associates, LLC

10.33     Harbor Ridge Agreement

23.1      Consent of Independent Auditors

* Filed with the Registrant's Registration Statement on Form SB-2.

** Filed with the Registrant's  Report on Form 10-QSB for the Three Months Ended
March 31, 2000

*** Filed with this Annual Report on Form 10-KSB.

****  Filed with the  Registrant's  Report on Form  10-QSB for the Three  Months
Ended March 31, 2001


b.   Report on Form 8-K
       NONE


                                                                              42
<PAGE>


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


                                /s/ Edward A. Heil
                                ---------------------
                                EDWARD A. HEIL
                                Title: President

                                Date:    10/29/01

                                /s/ R. Bret Jenkins
                                --------------------
                                R. BRET JENKINS
                                Title: Chief Financial Officer

                                Date:    10/29/01



     Directors

                                ------------------
                                JAMES BROWNFIEL
                                ---------------
                                Title: Director
                                Date:  10/--/01
                                       --------

                                /s/ Claire A. Heil
                                ------------------
                                CLAIRE A. HEIL
                                Title: Director
                                Date:  10/29/01
                                       --------


                                /s/ Bridget C. Owens
                                --------------------
                                BRIDGET C. OWENS
                                Title: Director
                                Date: 10/29/01
                                      --------



                                /s/ Steven W. Schuster
                                ----------------------
                                STEVEN W. SCHUSTER
                                Title:  Director
                                Date:  10/29/01
                                       --------

                                                                              43
<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
INDEPENDENT AUDITORS' REPORT                                                  45


FINANCIAL STATEMENTS:


Balance Sheet at June 30, 2001                                             44-47


Statements of Operations for the Years Ended
June 30, 2001 and 2000                                                        48


Statements of Cash Flows for the Years Ended                                  49
June 30, 2001 and 2000


Statements of Stockholders' Equity                                            50
for the Years Ended June 30, 2001 and 2000


Notes to Financial Statements                                                 51



                                                                              44
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders of
eSAFETYWORLD, Inc.:

We have audited the accompanying balance sheet of eSAFETYWORLD,  Inc. as of June
30, 2001,  and the related  statements of operations,  stockholders'  equity and
cash flows for each of the two years in the period then ended.  These  financial
statements   are  the   responsibility   of   eSAFETYWORLD's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of eSAFETYWORLD,  Inc. as of June
30,  2001,  and the results of its  operations  and its cash flows for the years
ended June 30, 2001 and 2000 in conformity with accounting  principles generally
accepted in the United States.

                                       /s/ EICHLER BERGSMAN & CO., LLP

New York, New York
October 29, 2001





                                                                              45
<PAGE>



                               eSAFETYWORLD, Inc.


                                  BALANCE SHEET

                                     ASSETS

                                  JUNE 30, 2001




Current Assets:
Cash and cash equivalents                                             $2,929,807

Certificate of deposit, $300,000 collateralized
note payable - bank                                                      738,197
Accounts receivable, net of allowance for
doubtful accounts of $3,000 and deferred net
revenues of $500,000                                                      43,302
Loans receivables                                                        126,520
Inventory and deferred contract costs                                    421,451
Prepaid expenses and other                                               198,157
                                                                      ----------

     Total Current Assets                                              4,457,434

Property and equipment, less accumulated
depreciation of $43,094                                                  366,257


Acquired intangibles, less
accumulated amortization of $197,683                                   1,078,099


Deferred income tax benefit                                              129,000

Other assets                                                             576,289
                                                                      ----------

Total Assets                                                          $6,607,079
                                                                      ==========


                 See Notes to Consolidated Financial Statements.


                                                                              46
<PAGE>

                               eSAFETYWORLD, Inc.


                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                  JUNE 30, 2001


Current Liabilities:
Accounts payable, accrued expenses, and other                       $   132,901
                                                                    -----------


Long-Term Liabilities:
Capital lease obligation                                                 19,886
Notes payable (secured by a
certificate of deposit) - bank                                          274,369
                                                                    -----------
Total Long-term liabilities                                             294,255
                                                                    -----------

Total Liabilities                                                       427,156
                                                                    -----------

Stockholders' Equity:
Common stock, $.001 par value,
20,000,000 shares authorized;
3,000,000 shares issued  and
outstanding                                                               3,000

Additional paid-in capital                                            6,388,644
Deficit                                                                (211,721)
                                                                    -----------
          Stockholders' Equity                                        6,179,923
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 6,607,079
                                                                    ===========



                               See Notes to Consolidated Financial Statements

                                                                              47
<PAGE>


                               eSAFETYWORLD, Inc.


                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


                                                        2001               2000
                                                    --------          ---------

Revenues                                           $ 384,975           $723,968
Cost of revenues                                     350,007            477,995
                                                    --------          ---------

Gross Profit                                          34,968            245,973
                                                    --------          ---------

Expenses and Other:
     Selling and administrative expenses             347,102            205,046
     Amortization of intangibles                     115,021             82,662
     Other-net (principally interest)               (232,160)           (80,610)
     Total Expenses and                              229,963            207,098
                                                    --------          ---------
Other

Pretax Income (Loss) from Continuing
Operations                                          (194,995)            38,875

Income Taxes (Benefit)                               (62,000)             7,200
                                                    --------          ---------

Income From Continuing Operations                   (132,995)            31,675
                                                                      ---------

Discontinued Operations
-net of applicable income
tax benefit of $71,000                              (110,401)
                                                    --------

Net Income (Loss)                                 $ (243,396)         $  31,675
                                                    ========          =========

Basic Income (Loss) Per Share:
   Continuing operations                          $     (.04)         $     .01
                                                                      ---------
   Discontinued operations                              (.04)                --
                                                   ---------          =========
   Total                                          $     (.08)         $     .01
                                                   =========          =========

Weighted average number of
common and common equivalent shares                3,000,000          2,349,863
outstandi                                           ========          =========

                 See Notes to Consolidated Financial Statements.

                                                                              48
<PAGE>


                               eSAFETYWORLD, Inc.


                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2001 and 2000


                                                         2001             2000
                                                   -----------      -----------

Cash flows from operating activities:
Income (loss) from continuing operations           $  (132,995)     $    31,675
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Loss from discontinued operations, net of taxes       (110,401)
Depreciation and amortization                          157,941           82,833
Deferred tax benefit                                  (124,000)
Decrease in accounts receivable                         53,808          (97,109)
Increase in other current receivables - loans         (109,613)         (16,907)
Increase in inventory and deferred contract costs     (421,451)
Decrease in prepaid expenses and other                  47,999         (246,156)
Increase in accounts payable, accrued expenses,
  and other                                             87,100           40,801
                                                   -----------      -----------
Net cash used by continuing operations                (551,612)        (204,863)
                                                   -----------      -----------

Cash flows from investing activities:
Loans to Harbor Ridge Communications, Inc.            (473,288)
Investment in Oakland Technologies                    (100,000)
(Increase) Decrease in certificates of deposit       1,261,803       (2,000,000)
Purchase of software, equipment and intangibles       (479,203)        (498,929)
                                                   -----------      -----------
                                                       209,312       (2,498,929)
                                                   -----------      -----------

Cash flows from financing activities:
Borrowings                                             319,886          485,000
Repayment of debt                                      (25,631)        (485,000)
Settlement costs                                       (40,000)              --
Issuance of securities                                      --        5,721,644
                                                   -----------      -----------

Net cash provided by financing activities              254,255        5,721,644
                                                   -----------      -----------

Net increase (decrease)  in cash                       (88,045)       3,017,852
Cash and cash equivalents - beginning                3,017,852               --
                                                   -----------      -----------
Cash and cash equivalents - ending                 $ 2,929,807      $ 3,017,852
                                                   ===========      ===========

                 See Notes to Consolidated Financial Statements


                                                                              49
<PAGE>



                               eSAFETYWORLD, Inc.



                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE TWO YEARS ENDED JUNE 30, 2001 and 2000


<TABLE>
<CAPTION>
                                                     Additional      Retained
                                                        Paid-in      Earnings           Total
                                Common Stock            Capital     (Deficit)           -----
                                ------------            -------    ----------

                             Shares       Amount
                             ------       ------
<S>                       <C>          <C>          <C>            <C>            <C>
Balance, July 1,1999      1,900,000    $   1,900    $     8,100                   $    10,000

Issuance of equity
securities as part
of asset purchase           100,000          100        699,900                       700,000
Sale of equity securities 1,000,000        1,000      5,720,644                     5,721,644
                          ---------     --------      ---------
Net Income                                                         $    31,675         31,675
                                                                   -----------      ---------
Balance, June 30,2000     3,000,000        3,000      6,428,644         31,675      6,463,319

Net Loss                                                              (243,396)      (243,396)
Adjustment for
settlement of
offering costs                   --           --        (40,000)            --        (40,000)
                        -----------    ---------                   -----------    -----------

Balance, June 30,2001     3,000,000    $   3,000    $ 6,388,644    $  (211,721)   $ 6,179,923
                        ===========    =========    ===========    ===========    ===========
</TABLE>








                 See Notes to Consolidated Financial Statements.


                                                                              50
<PAGE>


                               eSAFETYWORLD, Inc.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1--BASIS OF PRESENTATION

eSAFETYWORLD,  Inc. was established as a Nevada  corporation in July 1997 as The
SL Group,  Inc. and changed its name to  eSAFETYWORLD,  Inc. in August 1999.  It
completed  an initial  public  offering of its common  stock in  February  2000.
resulting in net proceeds of $5,681,644. It will change its name to ACCIXX, Inc.
in 2001.

The  Company is  engaged  in the sale and  distribution  of  industrial  safety,
critical environment, laboratory supply and first aid products on the world wide
web and through conventional use of catalogs and toll free telephone numbers. In
September 2000, it announced that it had commenced  providing  general  business
consulting services to other companies.

In December 2000 it established a subsidiary,  Blue Marble World,  Inc., to sell
personal  care,  personal  first aid,  and  nutrition  products  to  independent
distributors.  Blue  Marble  World  filed  a  Registration  Statement  with  the
Securities  and  Exchange  Commission  in July  2001  pursuant  to a plan by the
Company  to  distribute  81% of Blue  Marble  World's  stock  to  eSAFETYWORLD's
shareholders  as a dividend.  Accordingly,  Blue Marble  World is reflected as a
discontinued operation in the accompanying financial statements.

Throughout  its  existence,  Blue  Marble  World  functioned  as  a  startup  or
development stage company without any revenues. A summary of Blue Marble World's
operating activities follows:


Product development costs           $ 52,966
Marketing costs                       63,505
General and administrative            64,930
                                    --------
Loss during the development stage   $181,401
                                    ========

The startup costs incurred relate principally to work performed by employees and
consultants of eSAFETYWORLD relating to the formulation of products,  the design
and  development of a website and software,  the design and preparation of sales
literature and forms,  and the  establishment  of a distribution  network.  Such
amounts were  allocated to Blue Marble World at cost without any markup based on
the estimated percentage of time that each employee or consultant worked for the
benefit of Blue  Marble  World.  The amount of  estimated  time and  expense was
determined based on reference to specific time and expense  reports.  There were
no allocations of general overhead.  Management  believes that the allocation by
specific identification is reasonable.

At June 30, 2001, Blue Marble World's balance sheet consisted of:

                                                                              51
<PAGE>

ASSETS:

CURRENT ASSETS:
Inventories                                   $ 48,304

WEBSITE ,COMPUTER, and                          82,146
                                              --------
SOFTWARE

TOTAL                                         $130,450
                                              ========

LIABILITIES AND SHAREHOLDER'S
DEFICIENCY:

Accounts payable                                $8,547

Due to eSAFETYWORLD                            224,904

Common stock                                     7,400

Loss incurred in development stage,
  net of tax benefit                          (110,401)
                                              --------

Total                                         $130,450
                                              ========


NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary  of the  Company's  significant  accounting  and  financial  reporting
policies follows.

Principles of Consolidation - The accompanying consolidated financial statements
include the  accounts of  eSAFETYWORLD,  Inc.  and its  subsidiary,  Blue Marble
World, Inc. (collectively referred to herein as the "Company"). All intercompany
transactions and account balances are eliminated in consolidation.  Through June
30, 2001, Blue Marble World's operations were limited to start-up activities.

Use of Estimates -- The  preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses during the reporting periods, The principal assumptions inherent in the
accompanying  financial  statements  relate to the realizability and life of the
acquired  intangibles included in the financial statements and the realizability
of the common  stock  received by the  Company  from its  consulting  clients to
satisfy obligations under consulting agreements.

Revenue  Recognition -- Revenue for product sales is recognized in the period in
which the product is shipped.


                                                                              52
<PAGE>

Long-term  service  contracts are  agreements to provide  services over a period
generally  of time of one year or more and with respect to which the Company has
no  contractual  right to adjust the prices or terms at or on which its services
are supplied during the term of the contract without the consent of the customer
or client.  Sales under these long-term service contracts are recorded under the
percentage of completion method as work is performed.  Costs and estimated gross
margins are recorded as sales as work is performed  based on the percentage that
incurred costs bear to estimated total costs utilizing the most recent estimates
of costs and manpower requirements.

In determining the profitability of a long-term  service  contract,  only direct
costs  associated  with the contract are included in the  estimate.  General and
administrative  costs  and  selling  costs  are not  included  in the  analysis.
Provisions for estimated losses on long-term service contracts, if any, are made
in the period in which the loss first becomes probable and reasonably estimable.
Projected  losses  are based on  management's  best  estimates  of a  contract's
revenue and costs.  Actual losses on individual  long-term service contracts are
compared to the loss projections periodically, with any changes in the estimated
total contract loss recognized as they become probable and reasonably estimable.

The initial clients of the Company's  consulting  business have opted to pay the
Company by issuing shares of their common stock.  The Company will  distribute a
significant  portion of the shares received to its shareholders in the form of a
dividend.  Because of the Company's role in the dividend  distributions,  during
the fourth quarter of fiscal 2001, it concluded that it is likely functioning as
a statutory  "underwriter" within the meaning of Section 2(11) of the Securities
Act of 1933 with  respect to those  distributions.  Accordingly,  it will comply
with the  prospectus  delivery  requirements  that  would  apply to a  statutory
underwriter  in  connection  with  the  distribution  of  client  shares  to our
stockholders.  Further,  it acknowledges to its clients that it is familiar with
the  anti-manipulation  rules  of the  SEC,  including  Regulation  M under  the
Securities  Exchange  Act of 1934.  These  rules may apply to sales by it in the
market,  following the creation of a public market for client shares,  if such a
market ever develops.

     With certain  exceptions,  Regulation M prohibits any selling  stockholder,
any affiliated purchasers and any broker-dealer or other person who participates
in an applicable  distribution from bidding for or purchasing,  or attempting to
induce any person to bid for or purchase,  any security  which is the subject of
the distribution  until the entire  distribution is complete.  Regulation M also
prohibits  any  bids or  purchases  made in order to  stabilize  the  price of a
security in connection  with the  distribution  of that security.  The foregoing
restrictions may affect the marketability of its common stock.

     The  Company's  conclusion  that it will likely be  considered  a statutory
underwriter  within  the  meaning of Section  2(11) of the  Securities  Act with
respect to the distribution of client shares may preclude it from relying on any
exemption  afforded under Section 4(2) of the Securities Act with respect to the
receipt  of such  shares  from  clients.  It,  therefore,  elected  a  financial
reporting policy of not recognizing income


                                                                              53
<PAGE>

on consulting  projects until the shares are fully earned.  Accordingly,  it has
deferred  $880,000 in revenue  and  $373,147  in costs  relating  to  consulting
engagements  at June 30,  2001.  The work  related  to these  revenues  has been
completed;  however, the related revenues and net profits have been deferred for
the reasons  set forth  below.  Substantially  all of that  deferred  revenue is
expected to be realized in the next 12 months.  It appears  that  revenues  from
this  initiative will comprise a significant  portion of the Company's  revenues
during the next 12 months.

Inventories - Product  inventories consist of finished goods acquired from third
parties.  Such  costs,  which are  stated  at the lower of FIFO cost or  market,
amounted to $48,304 at June 30,  2001.  The  remaining  costs relate to deferred
costs associated with consulting service engagements in progress.

 Advertising -- The Company  charges  advertising  costs to expense as incurred.
Costs  related to  CD-ROMs,  promotional  literature  and  catalogs  produced by
outside vendors are charged to operations when mailed or distributed.

Basic  Income Per Share -- Basic income per common and common  equivalent  share
are  calculated by dividing net income by the weighted  average number of common
and common  equivalent  shares  outstanding  during  each  period.  The  assumed
exercise of options or convertible  instruments  outstanding during both periods
would have been antidilutive.

Fixed Assets - Fixed assets consist of the following at June 30, 2001:

            Furniture and fixtures                  $ 10,812
            Website development costs                214,152
            Software                                  41,687
            Database                                  96,711
            Equipment                                 10,015
            Assets acquired under capital lease       35,974
                                                    --------

            Total                                    409,351

            Less - Accumulated depreciation           43,094
                                                    --------

            Net                                     $366,257
                                                    ========


Fixed assets are stated at cost less accumulated  depreciation.  Depreciation is
computed using the straight-line  method based upon the estimated useful life of
five years.

Website  development costs are capitalized in accordance with Consensus Position
00-2 of the Emerging Issues Task Force.


                                                                              54
<PAGE>

Expenditures  for repairs and  maintenance  are charged to expense as  incurred.
Upon retirement,  sale or other disposition of property and equipment,  the cost
and accumulated  depreciation  are eliminated from the accounts and gain or loss
is included in operations.

Marketable  Securities - The Company will classify equity securities received in
connection with its consulting business as available-for-sale in accordance with
the  provisions  of  Statement  of  Financial   Accounting  Standards  No.  115,
"Accounting  for  Certain  Investments  in Debt and  Equity  Securities."  These
securities  will be carried at fair  market  value,  with  unrealized  gains and
losses reported in  stockholders'  equity as a component of other  comprehensive
income  (loss).  Gains or losses on  securities  sold will based on the specific
identification method and reported in operations in the period sold.

Long-lived Assets -- Long lived assets,  including  intangibles,  to be held and
used are reviewed for  impairment  whenever  events or changes in  circumstances
indicate that the related  carrying amount may not be recoverable.  If required,
impairment  losses  on assets  to be held and used are  recognized  based on the
excess of the asset's carrying value over its fair value.  Long-lived  assets to
be sold are  reported at the lower of carrying  amount or fair value  reduced by
estimated disposal costs.

Intangibles - The intangible  assets  acquired from Laminaire  Corporation  were
being amortized on the straight-line basis over ten years.  Statement No. 141 of
the Financial Accounting Standards Board, Business  Combinations,  and Statement
No. 142,  Goodwill and Other Intangible Assets mandate that goodwill recorded on
corporate balance sheets,  arising from acquisitions completed prior to June 30,
2001  should no longer be  amortized.  From the date of  effectiveness  of these
pronouncements, all goodwill would be accounted for using an impairment approach
which means that it will be written  down only in periods in which the  recorded
value of goodwill exceeds its fair value.

Blue Marble Startup Costs - The costs directly  associated with the startup of a
new subsidiary's business are charged to operations as incurred and are included
in Discontinued Operations in the accompanying Statements of Operations.

Statement of Cash Flows -- For the purposes of this  statement,  investments and
time  deposits  having an initial term of 90 days or less are  considered  to be
cash equivalents.

The Company maintains  substantially all of its cash and certificates of deposit
with one bank.  The aggregate  cash balances  maintained at that bank exceed the
balance insured by the Federal Deposit  Insurance  Corporation.  The cost of all
monetary investments at June 30, 2001 approximates their market value.

Income Taxes -- The Company  complies  with  Statement  of Financial  Accounting
Standards No. 109 ("SFAS 109"),  "Accounting  for Income Taxes." Under SFAS 109,
the liability method is used in accounting for income taxes.  Under this method,
deferred tax assets and  liabilities  are  determined  based on the  differences
between  financial

                                                                              55
<PAGE>

reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted  tax rates and laws that  will be in  effect  when the  differences  are
expected to reverse.

At June 30, 2001, the Company has recorded a deferred tax benefit of $129,000.

Fiscal Year - The Company's fiscal year ends on June 30.

NOTE 3 -- OTHER ASSETS

     At June 30, 2001, Other Assets consisted principally of:

     o    loans to Harbor  Ridge  Communications,  Inc. , an investor and public
          relations company,  in the aggregate amount of $473,288.  The terms of
          the transaction have not yet been finalized, except that the loans are
          convertible,  at the  Company's  option,  into 50% of  Harbor  Ridge's
          common stock.  The Company's  consulting group also prepared a website
          for Harbor Ridge at no cost.

     o    a bridge loan in the principal amount of $100,000 to SwapIt, which was
          made at the  recommendation of the Company's  underwriter.  The bridge
          loan was  converted  to equity in July 2001 at which time the business
          became known as Oakland Technologies.

NOTE 4 -- COMMITMENTS AND CONTINGENCIES

Consulting and Employment Agreements

The Company has consulting  agreements with four entities controlled by officers
or directors and an employment  agreement  with another  officer under which the
Company  will pay minimum  annual  consulting  fees and  salaries  of  $480,000,
$490,000,  and  $510,000 in each of the three years in the period ended June 30,
2004. None of these officers or directors  receives any other cash  compensation
from the  Company for their  services  but receive  reimbursement  for  expenses
including healthcare. Each of these officers has devoted an average of more than
40 hours per week to the Company during the year ended June 30, 2001.

Rent

The Company is obligated under the terms of two short-term  operating leases for
office space which call for minimum monthly rentals of approximately $1,500.


                                                                              56
<PAGE>


Equipment Leases

The Company  leases  servers,  computers  and similar  equipment  under  various
capital leases. Future minimum lease payments under these leases are as follows:

Year Ending June 30,                         Amount

2002                                        $14,801
2003                                         14,801
2004                                          7,400
                                            -------
Total                                        37,002
Interest                                      6,016
                                            -------
Present value of minimum commitments         30,986


Current portion                              11,100
                                            -------
Long-term portion                           $19,886
                                            =======


     Assets acquired under capital leases are  capitalized  using interest rates
appropriate at the inception of each lease.  Such assets are summarized below at
June 30, 2001:


Computer equipment:
Cost                  $35,974
Accumulated             4,497
                      -------
depreciation
Net                   $31,477
                      =======

Legal Matters

     The Company is a not a defendant in any legal action. However, in September
2001, the Company advised Community Home Mortgage Corporation and Community Home
Funding Group, Ltd.  (collectively  referred to as "Community"),  two affiliated
entities,  that it would  seek  remedies  to settle  unpaid  balances  due under
consulting  agreements.  Community has advised the Company that it will commence
an arbitration proceeding in which it will seek damages of $2,000,000.  Based on
the  information  available to date and  discussion  with  counsel,  the Company
believes that  Community's  claims are without merit.  The Company also believes
that it has performed its procedures as agreed and will seek payment therefor.

Related Party Transaction

On September 27, 2000,  The StockGame  Company  engaged  eSAFETYWORLD  and an to
provide  StockGame  with:

     o    administrative and customer service support;

     o    assisting in the design, development and hosting of a website;

                                                                              57
<PAGE>

     o    accounting and management services support, and

     o    office space and telephone services.

The agreement  with  eSAFETYWORLD  was amended in May 2001 with the terms of the
amendments  being  considered  to have been  effective on September 27, 2000. In
consideration   of  the  services  being  provided,   StockGame  agreed  to  pay
eSAFETYWORLD a one-time fee of $300,000  payable at the election of StockGame in
either  cash or 600,000  shares of  StockGame  common  stock,  respectively.  In
February 2001,  StockGame advised eSAFETYWORLD that it would issue the shares of
its  common  stock to  satisfy  its  obligations  under the  agreement  and,  in
accordance with the provisions of the consulting agreement, filed a registration
statement with the Securities  and Exchange  Commission.  Under the terms of the
agreement,  eSAFETYWORLD  is also  entitled  to  receive  a fee  equal  to 5% of
StockGame's annual revenue.

In  September  2001,  StockGame  and  eSAFETYWORLD  rescinded  their  consulting
agreement,  eSAFETYWORLD  returned the 600,000 shares of StockGame  common stock
and the  two  parties  entered  into a  revised  consulting  agreement  covering
substantially the same services. The contract is renewable for a one year period
on its contract  anniversary date at StockGame's  option,  provided that John C.
Dello-Iacono  is its president at the renewal date. If John C.  Dello-Iacono  is
not its president at the renewal date,  then the extension  requires the consent
of both  parties.  In the event that  StockGame  opts to issue  shares of common
stock for compensation to eSAFETYWORLD to satisfy the obligations  under the new
consulting  agreement,  it  agreed  to  register  such  common  stock  under the
Securities Act of 1933, as amended, on Form SB-2 or S-1 prior to the issuance of
the shares.  It also agreed to  distribute  the 600,000  shares to  eSAFETYWORLD
within 24 hours after the applicable  registration  statement becomes effective.
StockGame has advised eSAFETYWORLD that it will opt to issue shares.

Edward A. Heil, a minority  shareholder and director of StockGame,  is president
of  eSAFETYWORLD.  Neither Mr. Heil nor eSAFETYWORLD are involved in StockGame's
day-to-day decision making process.

NOTE 5 --  STOCKHOLDERS' EQUITY

The Company was  incorporated  in the state of Nevada and is authorized to issue
up to  20,000,000  shares of common  stock having a par value of $.001 per share
and 1,000,000 shares of preferred stock.

There are 3,000,000 shares of common stock issued and outstanding. Each share of
common  stock  entitles  the holder to one vote on each matter  submitted to the
stockholders. The holders of common stock:

     o    have equal ratable  rights to dividends  from funds legally  available
          for  payment of  dividends  when,  as and if  declared by the board of
          directors;


                                                                              58
<PAGE>

     o    are  entitled  to share  ratably  in all of the assets  available  for
          distribution to holders of common stock upon liquidation,  dissolution
          or winding up of our affairs;

     o    do  not  have  preemptive,   subscription  or  conversion  rights,  or
          redemption or access to any sinking fund; and

     o    are  entitled  to one  non-cumulative  vote per  share on all  matters
          submitted to stockholders for a vote at any meeting of stockholders.

The Company's certificate of incorporation  authorizes the issuance of 1,000,000
shares of preferred stock with designations,  rights and preferences  determined
from  time to time  by its  board  of  directors.  Its  board  of  directors  is
empowered, without stockholder approval, to issue shares of preferred stock with
voting, liquidation, conversion, or other rights that could adversely affect the
rights of the holders of the common stock. It has no present  intention to issue
any shares of preferred stock.  There can be no assurance that it will not do so
in the  future.  No  preferred  stock may be issued  without  the  underwriter's
consent for 12 months  following  the  effective  date of the  Company's  public
offering.

The Company has not paid any dividends on its common stock to date.

Completion of Initial Public Offering

The Company  completed an initial public  offering on February 23, 2000 in which
it sold  1,000,000  shares of its common stock for gross  proceeds of $7,000,000
(and a net proceeds after all expenses of $5,681,604).  As part of the Offering,
it paid the  Underwriter a fee equivalent to 13% of total proceeds as commission
and an expense  allowance and also paid $92,000 as a consulting fee. The Company
also sold a warrant  covering  an  aggregate  of up to 100,000  shares of common
stock  exercisable  at a price  of  $10.50  per  share to the  underwriter.  The
underwriter paid a price of $100 for the warrant. The underwriter is entitled to
receive  100,000  shares if it exercises  the warrant,  commencing  on the first
anniversary of the date of this offering until the fifth anniversary of the date
of the offering.  This underwriter's  warrant is not transferable by the warrant
holders  other than to officers  and partners of the  underwriter.  The exercise
price of the underwriter's  warrant and the number of shares of common stock for
which the  warrant is  exercisable  are  subject to  adjustment  to protect  the
warrant holders against dilution in specific events.

Stock Option Plan

The Company has a stock option plan that expires in 2009 and enables it to grant
incentive stock options, non-qualified options and stock appreciation rights for
up to an  aggregate  of 450,000  shares of our  common  stock.  Incentive  stock
options  granted  under the plan must conform to applicable  federal  income tax
regulations  and have an exercise  price not less than the fair market  value of
shares at the date of grant or 110% of fair market value for ten percent or more
stockholders.  Other  options  and stock


                                                                              59
<PAGE>


appreciation  rights  may be  granted on terms  determined  by the  compensation
committee of the board of directors.

In October 2000,  the Company  granted  450,000  options with an exercise  price
equal to the  market  price  per  share at the date of grant  which was $.87 per
share. All options are exercisable but none have been exercised.

Other Options Granted

The Company  granted to a public  relations  firm  options to  purchase  200,000
shares of the Company's  common stock at prices  ranging form $3.75 to $7.00 per
share. The options can be exercised after an applicable  registration  statement
has been  filed  with the SEC.  The  options  will  expire  two years  after the
registration statement is deemed effective.  Such registration statement has not
been filed.

NOTE 6-- BLUE MARBLE WORLD

Blue  Marble  World  filed a  Registration  Statement  with the  Securities  and
Exchange  Commission in July 2001  pursuant to a plan to distribute  81% of Blue
Marble World's stock to the Company's shareholders as a dividend.

eSAFETYWORLD and Blue Marble World signed a Business  Management  Agreement,  as
revised in September 2001,  which requires Blue Marble World to pay a management
fee to  eSAFETYWORLD in a sum equal to 10% of Blue Marble World's gross revenues
with a monthly minimum fee requirement of $3,500.  Payment shall be made monthly
and may be made, at Blue Marble  World's option in cash or shares of Blue Marble
World's  common stock.  If payment is made in common stock,  eSAFETYWORLD  shall
have demand  registration  rights which may be  exercised  once in each 12 month
period.  The number of shares that will be issuable will be based on the closing
bid price of Blue Marble  World's shares on the last business day of each month.
If no bid price exists,  the number of shares  issuable will be based on a price
of $.50 per share. In addition,  eSAFETYWORLD  shall be reimbursed for the costs
incurred by it for outside  contractors and  consultants.  The agreement  covers
three years and  automatically  rolls over for an additional  year at the end of
each contract year unless terminated by one of the parties. Rates to be paid are
to be renegotiated on each contract anniversary date.

At June 30, 2001, Blue Marble World owes  eSAFETYWORLD an aggregate of $224,094.
The Master Distribution  Agreement between the two companies stipulates that the
liability to eSAFETYWORLD  shall be paid from 50% of the proceeds of any capital
infusion that Blue Marble World obtains.  If the balance due to  eSAFETYWORLD is
not repaid in full by June 30, 2002, the remaining unpaid balance shall be paid,
without interest, in 12 equal monthly installments  commencing on July 31, 2002.
If we are unable to pay the balance by July 31, 2003, the unpaid balance may, at
eSAFETYWORLD's  option,  be converted into shares of our common stock at a price
per share equal to the closing average bid price of such shares during the first
20 days of trading,  If eSAFETYWORLD  converts amounts due it at any point after
July 31,  2003,  it shall have demand  registration  rights with  respect to the
shares received upon conversion. We shall pay all registration costs. The master
agreement was negotiated before the Distribution and thus was negotiated between
affiliated  parties.  Accordingly,  we  cannot  assure  you  that  any  of  this
agreement, or that any of the transactions provided for in this agreement,  will
be effected on terms at least as  favorable  to us or to  eSAFETYWORLD  as could
have been obtained from unaffiliated third parties.


                                                                              60
<PAGE>

Both the  Company and Blue Marble  World have agreed to share  information  with
each other,  at no cost to the  requesting  party,  for the following  purposes,
unless the sharing would be commercially detrimental:

     o    Each party has agreed to  maintain  adequate  internal  accounting  to
          allow the other party to satisfy  its own  reporting  obligations  and
          prepare its own financial statements.

     o    Each party will retain  records  that may be  beneficial  to the other
          party for a specified  period of time.  If the records are going to be
          destroyed,   the  destroying  party  will  give  the  other  party  an
          opportunity to retrieve all relevant information from the records.

     o    Each party will do its best to provide the other party with personnel,
          directors,  officers or agents who may be used as  witnesses  in legal
          proceedings.

If problems arise between Blue Marble World and the Company,  such  disagreement
will be settled in an arbitration procedure.

Commissions  - Blue Marble World has entered into a  distributor  contract  with
Blue Marble  Base.  Two of the  Company's  officers and  directors  control Blue
Marble Base. Blue Marble World is obligated to pay Blue Marble Base a commission
based upon its distributor  compensation  plan even if these two individuals are
not associated with Blue Marble World in the future.

Blue Marble World has entered into a three-year  consulting  agreement  with its
president,  Thomas  Swenson,  who has no other  affiliation  with  the  Company,
effective on June 1, 2001, under which he is entitled to receive:

     o    Downline positions and placement as is mutually agreed by the parties.
          The  commission  will be paid in the same  manner  other  distributors
          receive payment pursuant to Blue Marble World's compensation plan.

     o    A  percentage  of sales of  products  in the  United  States and other
          countries  agreed to by the parties equal to 4 % of the first $100,000
          in monthly sales for the term of this  agreement;  3% of monthly sales
          between $100,000 to $300,000 per month for the term of this agreement;
          2% of monthly sales between $300,000 to $1,000,000;  and 1% of monthly
          sales above  $1,000,000  for the term of this  agreement.  The payment
          will be made 30 days after the close of each month.

     o    An option to  acquire  50,000  shares of Blue  Marble  World's  common
          stock.  The exercise price of the option shall be the opening price on
          the date that Blue Marble World's shares  commence  trading on the OTC
          Bulletin  Board.  The option becomes  exercisable  as follows:  10,000
          shares 30 days after the shares begin  trading and 10,000 shares every
          thirty day  thereafter  until the option on all 50,000 shares  becomes
          fully  exercisable.  . o An additional  option to acquire up to 25,000
          shares of Blue Marble World's  common stock which becomes  exercisable
          when  monthly  sales  equal or  exceed  $25,000  per  month  for three
          consecutive  months;  25,000 shares when monthly sales equal or exceed
          $50,000 for three  consecutive  months;  100,000  shares when  monthly
          sales  equal or exceed  $100,000  for three  consecutive  months;  and
          100,000  shares when monthly sales equal or exceed  $200,000 for three
          consecutive  months.  The  exercise  price of the option  shall be the
          average  closing bid price for the 31st through the 60th day following
          the date on which the  Company's  shares  commence  trading on the OTC
          Bulletin Board.

     o    The  president  shall receive a fee of $4,000 per month when and if we
          raise a minimum of $200,000 in equity  financing  from  sources  other
          than  eSAFETYWORLD.  Such payments will continue  until Mr.  Swenson's
          monthly  payments from  commissions  exceed $5,000 per month. In other
          months,  the  consulting  fee shall be  reduced  using  the  following
          formula - ($4,000  minus  payments  received  from  commissions  minus
          $1,000).

NOTE 7 -- ACQUISITION OF CERTAIN INTANGIBLE ASSETS

On August 11,  1999,  the  Company  entered  into an  agreement  under  which it
acquired certain intangible assets and rights from the Distribution  Division of
Laminaire  Corporation  for a  final  purchase  price,  including  expenses,  of
$1,211,000.  The purchase  price  included the issuance of 100,000 shares of its
common  stock  which were  valued at the  public  offering  price for  financial
reporting  purposes.  During the year  ended June 30,  2001,  the  Company  made
additional payments under its guarantees and also incurred legal costs emanating
from the Laminaire  transaction.  These charges amounted to $41,141 (included in
the $1,211,000) and were charged to Acquired Intangibles. The Company may pursue
legal  action  against  Laminaire  in  connection  with these and other  matters
although the likelihood of collection is very uncertain given that Laminaire has
filed a petition in bankruptcy.

The total purchase  price of $1,211,000  (which valued the 100,000 shares of the
Company's  common  stock  that were  issued at the  public  offering  price) was
ascribed to "Acquired Intangibles" on the accompanying Balance Sheet.

The Company's President was also a Director of Laminaire Corporation. He did not
participate in Laminaire's deliberations on the transaction described above. All
of the


                                                                              61
<PAGE>

Company's  Directors voted  affirmatively for the resolution  authorizing
the acquisition.



                                       62