SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          FORM 10-KSB/A
                         Amendment No. 3

(Mark One)
[X]  Annual report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                or

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



     FOR THE TRANSITION PERIOD FROM ______________ TO _______________


                 COMMISSION FILE NUMBER  0-27591
                             -------

      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
     -------------------------------------------------------
          (Name of Small Business Issuer in Its Charter)

                        POLITICS.COM, INC.
                       ------------------
             (Former name of Small Business Issuer)

              DELAWARE                               33-0836078
          ----------------                         ---------------
    (State or Other Jurisdiction                   (IRS Employer
         of Organization)                          Identification Number)

          3520 North University Avenue, Suite 275, Provo, UT 84604
          --------------------------------------------------------
         (Address of Principal Executive Offices)        (Zip Code)

                          (801) 374-3424
            ------------------------------------------
         (Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Act:

      Title of Each Class               Name of Each Exchange on Which
      To Be So Registered               Each Class Is To Be Registered

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


Securities registered under Section 12(g) of the Act:


                 COMMON STOCK, PAR VALUE $.00001
                  ------------------------------
                         (Title of Class)


                  ------------------------------
                         (Title of Class)

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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. [___]

         The issuer and the issuer's predecessor had combined revenues of
$3,808,853 for its fiscal year ended December 31, 2000.

         The aggregate market value of the common stock, $.00001 par value, of
the registrant held by non-affiliates (computed by reference to the closing
price of the issuer's common stock on the NASD's OTC Bulletin Board on January
11, 2001) was approximately $ 5,903,500.

         As of January 11, 2002, there were 14,762,221 outstanding shares of
the issuer's common stock, $.00001 par value.

<PAGE>

                              PART I

ITEM 1.  DESCRIPTION OF BUSINESS

HISTORY

      English Language Learning and Instruction System, Inc., a Delaware
corporation (the "Company"), was formed in January 1997 under the name Lone
Oak, Inc. Lone Oak, Inc. is the successor-by-merger of B&E Securities
Management, Inc., a Maryland corporation incorporated in January 1969.  The
merger with B&E Securities Management Company, Inc. was accomplished through a
stock for stock transaction in which all the common shares of B&E were
cancelled and Lone Oak, Inc. common shares were issued.  The transaction was
accounted for as a reverse merger (recapitalization).

      B&E Securities Management, Inc. was inactive from around 1971 until its
merger with and into Lone Oak, Inc. in February 1997.  Lone Oak, Inc. had no
significant operations since its inception until July 1999.  In April 1999,
Lone Oak, Inc. sold its wholly-owned subsidiary, D&E Flight Simulators, Inc.
for $5,000.  D&E Flight Simulators, Inc. was a flight simulator equipment
developer which was acquired by B&E Securities Management Company, Inc. on
January 12, 1998.  On July 27, 1999, Lone Oak, Inc. acquired all of the issued
and outstanding shares of common stock of Politics.com, Inc., a Nevada
corporation ("Politics.com-Nevada") (following which Lone Oak, Inc. changed
its name to Politics.com, Inc.).  The transaction was accounted for as a
reverse acquisition, with Politics-Nevada being the acquirer and Lone Oak the
acquired Company.  Politics.com's business consists solely of the business
conducted by its wholly-owned subsidiary, Politics.com-Nevada.

      Politics.com is a development stage Internet company that intends to be
a global Internet media company, offering a branded network of information,
communication, entertainment, community, and commerce services with a common
theme of politics.

      Politics.com draws users to its Web site by providing a one-stop
destination which enables users to identify, select and access resources,
services, content and information on the World Wide Web (the "Web"), all of
which are related to politics.  The Web site offers news, information and
entertainment search and directory service, activism and participation
communities, and a retail store.

      On January 31, 2001, a special meeting of the shareholders of
Politics.com, Inc. was held in Tempe, Arizona.  The shareholders of
Politics.com, Inc. (i) approved the spin off of its ownership interest in New
Politics.com, Inc., a Nevada corporation ("New Poco"), to Politics.com, Inc.'s
shareholders of record as of January 5, 2001 (the "Spin Off"); (ii) approved a
one for ten reverse split of its common stock (the "Reverse Split"); (iii)
approved an Agreement and Plan of Reorganization (the "Reorganization
Agreement") between Politics.com, Inc. and Computer Assisted Learning and
Instruction, Inc., a Utah corporation ("CALI"), whereby CALI was merged with
and into Politics.com, Inc. and Politics.com, Inc. changed its name to English
Language Learning and Instruction System, Inc. ("ELLIS") and the shareholders
of CALI received 11,550,000 post Reverse Split shares of ELLIS; and (iv)
elected Francis R. Otto, Timothy D. Otto, Kimber B. Jensen, and Janet M. Otto
to the Board of Directors. At the time of the Reorganization, CALI had a total
of five shareholders.

      During 1999 and 2000, CALI spent $29,147 and $217,120 respectively on
research and development.  None of these costs were born directly by
customers.

GENERAL

      Following the Reorganization and spin-off of Politics.com, the Company's
only continuing operations consist of the historical business operations of
CALI.  This business is described below.

      The Company is a software development and marketing company based in
Provo, Utah.  The Company's business is developing and marketing computer
software programs and supporting written materials to teach English as a
Second Language (ESL).

      The Company"s signature product is "ELLIS" (English Language Learning
and Instruction System), a series of 20 interactive multi-media software
programs designed to teach English.  ELLIS combines text, translation,
full-motion video and digitized sound, graphics and animation into a virtual
language learning experience for learners of all proficiency levels and native
speakers of fifty-eight (58) languages.  ELLIS is designed to be effective in
all teaching of English as a Second Language ("ESL"), English as a Foreign
Language ("EFL"), and as an indispensable support to Teachers of English to
Speakers of Other Languages ("TOEFL").

      All ELLIS components commence with high-quality video dialogues
featuring native English speakers.  The dialogues allow for and encourage
student interaction and participation in the lesson (for example,
role-playing, voice recording and pronunciation comparison).  Students may
adjust the speed of the dialogue, isolate phrases to clarify pronunciation,
compare their own speech with the native speakers', or research vocabulary,
grammar and cultural primers all without leaving the lesson.  The dialogues
lead to interactive online exercises, and eventually to written exercises in
companion workbooks.  ELLIS contains several thousand hours of instruction
and, because of its ability to recognize and process a wide range of student
responses, a virtually infinite number of personalized student responses and
learning situations.  All ELLIS programs operate on Windows and Macintosh
platforms.  The Company owns all proprietary and worldwide distribution rights
to ELLIS.  The Company does not anticipate incorporating any software or other
technology that would diminish the company's position in ELLIS.

      The most popular suite of ELLIS programs is the ELLIS Academic Suite,
which includes three lesson-based applications (ELLIS Intro, ELLIS Middle
Mastery and ELLIS Senior Mastery) with over 1,000 hours of interactive English
instruction.  The Academic Suite also includes ELLIS Master Pronunciation and
ELLIS Placement, an adaptive testing component that identifies an individual
learner's needs.  Additionally, the Company offers the ELLIS Business Series,
which consists of five programs offering English training for learners in
virtually any industry or level of English proficiency.

THE MARKET OPPORTUNITY

      The market for the ELLIS product line is, simply, anyone in the entire
world who needs to become more proficient in his understanding and use of the
English language.  As such, this includes students, immigrants to
English-speaking countries, business people, Internet users, and teachers of
English in any country, irrespective of their culture or language of origin.

      TESOL (Teachers of English to Speakers of Other Languages) estimates
that there are currently more than two billion people studying English as a
second or foreign language. Competence in English is central in much
government-funded education in virtually every industrialized nation.
Additionally, English has become the de facto lingua franca of the Internet
which is potentially how the world may do much of its future business and
conduct its communication.  And English is the accepted standard language for
the business person.

      The Company intends to become a pervasive and dominant presence in this
market.  The Company believes that it has established a reputation for product
excellence and effectiveness in the U.S. market, and it will now move to
develop a comparable market presence internationally.  Starting with
concentration in countries of highest potential (such as Brazil, Korea, China,
Japan and Mexico), the Company intends to demonstrate the power and
effectiveness of the ELLIS products and to open and seize unprecedented
business opportunities in every targeted country.

      As an example of this approach, the Company has concentrated on Brazil,
a country of 160 million where more than 20 million people are enrolled in
15,000 private language schools.  These Brazilian students spend (according to
Brazil's authoritative VEJA magazine) more than $100 per month each on English
instruction.  ELLIS is now selling a Brazilian version of ELLIS - ELLIS Access
- selling at $200 per set.  ELLIS Access has also sold more than one thousand
copies in Korea since its May 2000 release.

PRODUCTS

      The most popular suite of ELLIS programs is the ELLIS Academic Suite,
which includes three lesson-based applications (ELLIS Intro, ELLIS Middle
Mastery and ELLIS Senior Mastery) with over 1,000 hours of interactive English
instruction.  The Academic Suite also includes ELLIS Master Pronunciation and
ELLIS Placement, an adaptive testing component that identifies an individual
learner's needs.  Additionally, the Company offers the ELLIS Business Series,
which consists of five programs offering English training for learners in
virtually any industry or level of English proficiency.

      The ELLIS product has received consistently high praise from all areas
for its quality, content, and effectiveness.  In addition to the awards that
it has received from software developers, it has been acclaimed in articles by
a variety of educational leaders particularly those whose responsibility has
been to review, test and implement efficient solutions to allow their
organizations and institutions to satisfy mandated levels of English literacy
and competence, or who are faced with harsh practical realities of teaching
English in environments or schools that are predominantly non-English
speaking.

      In most instances, educational institutions which use ELLIS adopt it as
their standard source for English teaching, and report favorably on its
effectiveness. ELLIS has also been adopted by third-party organizations that
sell English-language training services, such as Berlitz, Kaplan Educational
Centers and Yazigi International (Brazil).

      The complete line of ELLIS products has been developed fully by the
Company and the Company is the sole owner of the ELLIS software.  All ELLIS
distributors are working under expired contracts, with the exception of one
distributor in the U.S. Mid-West, who continues to have certain distribution
rights.  With this particular exception, the Company has all worldwide
distribution rights.

      The Company is currently facing an important transition associated with
the launch of the ELLIS Kids product.  In addition, the Company anticipates
the completion and delivery to market over the next 12 months of the Language
Arts program for ELLIS Kids.

      Throughout the world, the elementary school market is one of the fastest
growing segments for English language learning. In China, there are over
970,000 elementary schools alone.  In the United States, an average district
breaks down into the following schools 5 high schools, 9 middle schools and 14
elementary schools.  In the past, none of the ELLIS products were applicable
for the K-6 audience and our penetration into the middle schools was minimal.
The Company's new Kids programs (Levels 0, 1 and 2) are designed specifically
for this younger audience, thereby more than doubling the size of the
Company's potential client base.  According to federal distribution data,
elementary schools also receive the most funding. This new program is also
dual platform, running in both the Macintosh and Windows environments.

      The Company's business model and sales and marketing plans will not
change due to the release of Kids, but will be extended for this new market.
While the Company will produce targeted campaigns directly to the K-6
audience, the Kids product just becomes another offering in the Company's
product library.

      The Company is also heavily engaged in the preparation of additional
languages for the further roll-out of ELLIS Access.  ELLIS Access is currently
being test-marketed in Brazil and Korea, so only Portuguese and Korean are
available in Native Language Guides.  The Company expects to expand this
program in the following markets in 2002: Spain, Mexico, China and the United
Kingdom.

      The Company foresees a significant growth in the number and complexity
of English for Specific Purposes projects, to be conducted on behalf of major
U.S. and international corporations and organizations.  The development of
these projects is expected to become more efficient as the Company completes
an underlying set of standard modules and programs which can be modified and
re-applied readily to meet the specific needs of additional customers.

SALES METHODS

      The primary change in organizational direction that the Company has
undertaken with the availability of external capital is the augmentation of
its present sales and distribution model, wherein it previously relied almost
exclusively on third-party agents and distributors for product sales.  The
Company currently contracts with ten institutional third party contractors
under this model.  While some of these agents have been extremely successful,
several have not achieved the potential sales levels that ELLIS should
command.  Further, the sales commissions payable to such distributors (up to
as high as 50% of revenue) had become a major factor limiting the Company's
profitability and growth.  The Company believes that it will be more effective
both in increasing sales and in enhancing profitability by enhancing this
sales model with one in which the Company will control its own branches and
sales personnel, and in which it will sell its ELLIS products directly to all
clients not serviced by its contracted distributors.  The Company anticipates
that, even with the start-up costs and additional ongoing expenses incurred as
a result of this change, it will materially improve its profit performance.
It is anticipated that the cost of commission on sales will be reduced to an
estimated 20-25% of sales revenue from the current level of approximately 50%
of sales revenue.

      The Company has already implemented the most critical phase of this
change in its sales model the restructuring of contracts of the Company's
independent sales representatives.  This was completed in March of 2001 with
respect to all independent sales representatives except the Company's
representative in the Midwestern United States, which representative currently
has distribution rights in 10 states at a 50% commission rate.

      Phase two of this model is also underway hiring Company sales managers
in key territories around the world. While this phase occurs over the next 18
months, the Company has already opened sales offices in the following
geographic areas: Maryland/DC, New Jersey, Arizona, Mexico, China, Ecuador,
Chile, Spain and Seattle/Vancouver. Phase three of this model supporting these
offices with sales programs and marketing initiatives has also begun in these
same markets.

INTELLECTUAL PROPERTY

      The Company has engaged counsel and is involved in early discussions
regarding the feasibility of seeking patent protection over certain aspects of
the ELLIS technology.

      The Company has acquired trademark protection for the English Language
Learning and Instruction System (ELLIS) name, and for both of the ELLIS Middle
Mastery and ELLIS Senior Mastery products.  It has acquired registered
trademark protection for ELLIS Master Pronunciation, and is seeking trademarks
for the ELLIS Intro, ELLIS Placement, the ELLIS Business Series, and ELLIS
Kids products.

      None of the ELLIS products uses or depends on a third-party intellectual
property which would limit the Company's rights to the products, and the
Company is not required to pay any license or other fees to third parties for
the distribution of the ELLIS products.  The Company does not anticipate
requiring the incorporation of any software or technologies that would
diminish its proprietary position with regard to the ELLIS products.  All of
the Company's employees and contractors are required to sign appropriate
confidentiality and non-disclosure agreements on commencement of employment,
and are also required to assign all rights or ownership resulting from their
work on the ELLIS products to the Company.  No present or former staff has any
property rights to the ELLIS products.

COMPETITORS AND COMPETITIVE FACTORS AFFECTING OUR BUSINESS

      While the Company knows of no competitors that currently offer
interactive English training software of the same caliber as ELLIS, the
Company will compete in its market with numerous other businesses that provide
similar products.  These products cost less than ELLIS, and these products are
often the primary ESL option for individual users or institutions that do not
have the resources to afford the ELLIS line of products or necessary companion
software.  The Company's focus on targeting ELLIS toward institutional, rather
than individual purchasers makes it possible for a competitor to establish
itself at the simplest level by merely offering ESL software priced for the
individual learner.  Additionally, ELLIS will compete within the institutional
market with more traditional English instructional methods such as textbooks
and audiotapes.  While the Company's management feels that ELLIS is superior
to more traditional instructional methods and even other ESL software
currently available, management further realizes that ELLIS' pricing structure
prevents its introduction to the personal ESL learner market on a significant
scale.  Though the Company believes that the institutions and agencies to
which it typically sells ELLIS will generally select ELLIS over other ESL
applications to service their constituencies' English instructional needs, the
Company has no control over the purchase decisions that these institutions,
agencies or individual learners might make relative to their ESL software
needs, real or perceived.  In short, the Company cannot assume that
prospective purchasers will always pay more money for a superior product.  The
Company believes that its ability to compete effectively in the marketplace
will be enhanced by the experience of its management personnel, ELLIS'
superior quality and effectiveness, and its ability to offer a wide range of
services to its potential customers.  There can be no assurance, however, if
one or more of its competitors with greater financial resources than presently
possessed by the Company will not offer additional services to its customers
at rates equal to or more favorable than those offered by the Company.

GOVERNMENT REGULATION

      The Company is not currently subject to direct regulation by any
governmental agency, other than regulations applicable to businesses
generally.  However, it is possible that a number of laws and regulations may
be adopted with respect to the Internet and e-commerce, covering issues such
as user privacy, pricing and characteristics and quality of products and
services.  The Company cannot predict the impact, if any, that future
regulation or regulatory changes may have on its business.

EMPLOYEES

      As of November 28, 2001, the Company had 58 employees, of which 47 were
full-time and 11 were part-time.



ITEM 2.  DESCRIPTION OF PROPERTY.

      The Company currently rents approximately 5,647 square feet of office
space at a total cost of $6,839 per month for its principal executive offices
located at 3520 North University Avenue, Suite 275, Provo, Utah 84604.  These
leases all expire in January 2003.  The Company believes that its properties
are in good condition and satisfactory for its operations.


ITEM 3.  LEGAL PROCEEDINGS.

      The Company is not currently a party to any material legal proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On January 31, 2001, a special meeting of the shareholders of
Politics.com, Inc. approved the following matters: (1) a spin off of
Politics.com, Inc.'s ownership interest in New Politics.com, Inc. to the
shareholders of Politics.com, Inc. as of January 5, 2001; (2) a one for ten
reverse stock split of the common stock of Politics.com, Inc. as of January
31, 2001; (3) the merger of Computer Assisted Learning and Instruction, Inc.
and Politics.com, Inc. with Politics.com, Inc. being the surviving entity and
changing its name to English Language Learning and Instruction System, Inc.
All of the above matters were approved by the Company's shareholders with
9,604,379 votes in favor of each of the above matters out of a total of
12,010,180 shares outstanding as of January 31, 2001.  There were no opposing
or withheld votes and no absentions.


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      MARKET INFORMATION.  The Company's common stock is quoted on the NASD's
OTC Bulletin Board.  The following table sets forth, for the periods
indicated, the high and low quotations for the Company's common stock, as
reported on the OTC Bulletin Board. The over-the-counter market quotations
below reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.  All
quotations reflect the one for fifteen reverse stock split that was effected
on March 26, 1999 and the one for ten reverse stock split that was effected on
January 31, 2001.

                              High                    Low
                              -----                   ----
1999
----
First Quarter                 $  8.75                 $ 0.625
Second Quarter                $ 15.3125               $ 2.50
Third Quarter                 $103.75                 $19.6875
Fourth Quarter                $ 63.75                 $31.25

2000
----
First Quarter                 $ 52.50                 $16.25
Second Quarter                $ 23.75                 $ 3.75
Third Quarter                 $ 19.375                $ 1.875
Fourth Quarter                $  5.00                 $ 0.40

2001
----
First Quarter                 $  5.00                 $ 1.20
Second Quarter                $  4.50                 $ 1.40
Third Quarter                 $  4.45                 $ 2.15
Fourth Quarter                $  3.00                 $ 1.70

2002
----
First Quarter
(through January 11, 2002)    $  2.00                 $ 1.55


      HOLDERS. As of January 11, 2002, there were approximately 174 holders of
record of the Company's common stock.

      DIVIDENDS.  The Company has never declared or paid any dividends on its
common stock and does not intend to pay any dividends in the foreseeable
future.  The Company anticipates that it will retain any earnings to finance
the growth and development of its business and for general corporate purposes.

PREFERRED STOCK

      HOLDERS.  As of January 11, 2002 there were two holders of record of the
Company's Series A Convertible Preferred Stock (the "Preferred Stock").

      DIVIDENDS.  The Company has never declared or paid any dividends on its
Preferred Stock and does not intend to pay any dividends in the foreseeable
future.  The Company anticipates that it will retain any earnings to finance
the growth and development of its business and for general corporate purposes.
The Preferred Stock is entitled to receive dividends at a rate of 12% per
annum as declared by the Company's Board of Directors or in the event of a
liquidation of the Company.

      VOTING.  The Preferred Stock votes together with the common stock and
not as a separate class with each share of Preferred Stock having a number of
votes equal to the number of shares of common stock issuable upon conversion
into common stock (a one for one basis).  Notwithstanding the foregoing, the
Preferred Stock is entitled to vote as a separate class in the election of one
member of the Company's Board of Directors.

      CONVERSION.  Each share of Preferred Stock is convertible at any time at
the option of the holder into one share of common stock, subject to adjustment
for any stock splits, stock dividends and other pro rata issuances of the
Company's securities.  In addition, the conversion ratio shall be adjusted in
the event that the Company issues any securities at a price below $3.00 per
share, as adjusted for stock splits.

      At any time on or after September 20, 2002, the Company may force the
Preferred Stock to convert into shares of common stock in the event that the
Company has an appropriate registration statement covering the Preferred Stock
on file with the Securities and Exchange Commission, and either the Company's
common stock has traded at an average of more than $8.00 per share for the
preceding 45 trading days or the Company has completed a public underwriting
with proceeds of more than $15,000,000 to the Company.

       LIQUIDATION.  Upon a liquidation, dissolution, winding-up, merger or
consolidation of the Company or a sale of all or substantially all of the
Company's assets, the Preferred Stock shall, at their sole discretion, receive
prior and in preference to the holders of common stock and any other equity
securities of the Company an amount equal to the purchase price paid for the
shares of Preferred Stock plus all accrued and unpaid dividends.

REGISTRATION RIGHTS

      Certain of the Company's shareholders have registration rights relating
to their shares.  These agreements are described below.

      Any holder or group of holders receiving their shares from either Camden
Partners Strategic Fund II-A, L.P. or Camden Partners Strategic Fund II-B,
L.P. (collectively "Camden"), may, at any time after September 20, 2002,
request registration of their shares by the Company, provided that such holder
or group represents at least 25% of the securities purchased by Camden from
the Company.

      The Company has also agreed to cause a "shelf" registration to become
effective on or before March 20, 2002 covering the shares purchased by Camden
from the Company.

      In addition, holders of Preferred Stock have the right to (a) two demand
registrations with minimum gross proceeds of $2,000,000 each; (b) unlimited
registrations on Form S-3 with minimum gross proceeds of $500,000 (limited to
one per six month period); and (c) unlimited "piggy-back" registration rights
(subject to certain limitations at the discretion of the Company's
underwriters).

      The Company has filed a registration statement on Form S-3 to register a
total of 3,107,741 shares of the Company's common stock with the SEC.  The SEC
has indicated to the Company that it has no further comment with respect to
the Form S-3 and the Company will file an amendment thereto to render the Form
S-3 effective at such time as the Company has received indication from the SEC
that the SEC has no further comment on the Company's periodic filings that are
currently being reviewed by the SEC.

      The Company also intends to file an additional registration statement on
Form S-3 in the very near future registering an additional 588,555 shares of
the Company's common stock as well as the stock purchased by the Camden
purchasers described above. Sales by such shareholders under such Form S-3
will be restricted in the manners described above.

RECENT SALES OF UNREGISTERED SECURITIES

       The following sales of unregistered securities have been restated to
give effect to the one for fifteen reverse stock split effective on March 26,
1999 and the one for ten reverse stock split effective on January 31, 2001.

       In March 1999, Lone Oak, Inc. sold 148,438 shares of common stock to
sophisticated investors for $95,000 in a private placement exempt from
registration in reliance upon Rule 504 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act").

       In July 1999, Lone Oak, Inc. acquired 700,000 shares of common stock of
Politics.com-Nevada, constituting all of the issued and outstanding shares of
Politics.com-Nevada.  In connection with the transaction, Lone Oak, Inc.
issued an aggregate of 700,000 shares of its common stock to the stockholders
of Politics.com-Nevada as follows: 525,000 shares to Howard R. Baer and
175,000 shares to Kevin C. Baer. The issuance of the shares was effected
without registration under the Securities Act, in reliance upon the exemption
from registration contained in Section 4(2) of the Securities Act.

      In July 1999, following Lone Oak's acquisition of Politics.com-Nevada,
Lone Oak changed its name to Politics.com, Inc.

      In July 1999, Politics.com, Inc. commenced a private placement pursuant
to which it offered up to 66,667 shares of its common stock, at $30 per share,
to accredited and sophisticated investors. This offering terminated on October
31, 1999.  A total of 14,100 shares of common stock were sold and
approximately $423,000 was raised.  The shares issued in connection with the
private placement were issued in reliance upon the exemption from registration
contained in Rule 506 of Regulation D promulgated under the Securities Act of
1933.

      In December 1999, Politics.com granted options to purchase an aggregate
of 1,350 shares of common stock at an exercise price of $30.00 per share to
two consultants in consideration of services rendered and to be rendered to
Politics.com. One consultant provided public relations advice and the other
provided advice regarding chat program development and promotion. The issuance
of the options was effected without registration under the Securities Act, in
reliance upon the exemption from registration contained in Section 4(2) of the
Securities Act.

      In December 1999, 333 shares of common stock were issued to a vendor in
consideration of and in payment for furniture and equipment the Company
purchased from such vendor.  The furniture and equipment was valued at
approximately $10,000.

      This issuance was effected without registration under the Securities
Act, in reliance upon the exemption from registration contained in Section
4(2) of the Securities Act.

      In March 2000, the Company sold 50,000 shares of common stock for an
aggregate purchase price of $500,000.  Warrants to purchase 70,000 shares of
common stock at a price of $10.00 per share were attached to the shares sold
in this offering.  Such warrants were subsequently cancelled by the Company.
The shares issued in connection with this private placement were issued in
reliance upon the exemption from registration contained in Section 4(2) of the
Securities Act.

      In June 2000, the Company issued 20,000 shares of common stock to
certain investors who had previously purchased shares of the Company's common
stock in private placements and were entitled by the terms of such private
placement to receive stock in the event that the Company did not have a
registration statement declared effective by the Securities and Exchange
Commission by June 2000.

      In October 2000, the Company issued 10,000 shares of common stock as
consideration for the voiding of a transaction to Medinex Systems, Inc.  These
shares were valued at $410,501.  This issuance was effected without
registration under the Securities Act, in reliance upon the exemption from
registration contained in Section 4(2) of the Securities Act. This issuance
was effected without registration under the Securities Act, in reliance upon
the exemption from registration contained in Section 4(2) of the Securities
Act.

      In December 2000, 95,096 shares of common stock were issued to certain
officers and directors of the Company in exchange for the forgiveness of
$95,096 of indebtedness. This issuance was effected without registration under
the Securities Act, in reliance upon the exemption from registration contained
in Section 4(2) of the Securities Act.

      In February 2001, 503,775 shares of common stock were issued in
connection with a private placement.  Each share of common stock purchased in
this private placement was accompanied with a warrant to purchase one share of
the Company's common stock at a purchase price of $4.00 per share at any time
until February 1, 2003. The shares issued in connection with the private
placement were issued without registration under the Securities Act in
reliance upon the exemption from registration contained in Rule 506 of
Regulation D of the Securities Act.

      In March 2001, the Company issued an aggregate of 750,000 shares of the
Company's common stock to Carriage House Capital as fees for assistance with
the Reorganization and the offering of Units. This issuance was effected
without registration under the Securities Act, in reliance upon the exemption
from registration contained in Section 4(2) of the Securities Act.

      In June 2001, the Company issued an aggregate of 281,428 shares of the
Company's common stock and warrants to purchase 500,000 shares of the
Company's common stock at an exercise price of $1.00 per share to Carriage
House Capital as additional fees for services rendered on behalf of the
Company.  These issuances were effected without registration under the
Securities Act, in reliance upon the exemption from registration contained in
Section 4(2) of the Securities Act.

      In June 2001, the Company issued an aggregate of 202,500 shares of the
Company's common stock at a price of $2.00 per share, raising net proceeds of
$352,350. The shares issued in connection with the private placement were
issued without registration under the Securities Act, in reliance upon the
exemption from registration contained in Rule 506 of Regulation D of the
Securities Act.

      In September 2001, the Company issued an aggregate of 585,000 shares of
the Company's common stock at a price of $2.00 per share, and 1,000,000 shares
of Series A Convertible Preferred Stock at a price of $3.00 per share, raising
aggregate net proceeds of 3,771,000. These issuances were effected without
registration under the Securities Act, in reliance upon the exemption from
registration contained in Rule 506 of Regulation D of the Securities Act.

      To the extent that the foregoing transactions constituted "sales" within
the meaning of the Securities Act, except as otherwise noted, the securities
issued in such transactions were not registered under the Securities Act in
reliance upon the exemption from registration set forth in Section 4(2)
thereof, relating to sales by an issuer not involving any public offering.
Each of the foregoing transactions, to the extent constituting "sales" within
the meaning of the Securities Act, were exempt under the applicable exemption
based on the following facts: to the Company's knowledge, there was no general
solicitation, there were a limited number of purchasers; the purchasers were
provided with or had access to information about the Company; either (i) the
purchasers or their respective representatives were sophisticated about
business and financial matters; or (ii) the purchasers were "accredited
investors" within the meaning of Rule 501 under the Securities Act; and the
Company took reasonable steps to assure that the purchasers were not
underwriters within the meaning of Section 2(11) under the Securities Act.


ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

      The following discussion and analysis of the Company's and the Company's
predecessor's financial condition as of December 31, 2000 and the Company's
predecessor's results of operations for the year ended December 31, 1999
should be read in conjunction with the Company's financial statements and
notes thereto included elsewhere in this Form 10-KSB.  All information
contained in this Item 6 reflects only the Company's continuing operations.

Results of Operations

      The Company's current operations consist of operations historically
conducted by Computer Assisted Learning and Instruction System, Inc.

Comparison of Fiscal 2000 and 1999

      Revenues.  Revenues for the fiscal year ended December 31, 2000 were
$3,845,113, compared to $2,388,995 for the fiscal year ended December 31,
1999.  This increase was due primarily to geographic expansion domestically
and internationally.

      Cost of Good Sold.  Cost of goods sold for the fiscal year ended
December 31, 2000 were approximately $63,000, compared to approximately
$26,000 for the fiscal year ended December 31, 1999.  This increase was due
primarily to increased sales and new product releases, requiring the
manufacture of additional product.

      General and Administrative Expenses.  General and administrative
expenses for the fiscal year ended December 31, 2000 were $2,869,216, compared
to $2,038,320 for the fiscal year ended December 31, 1999.  This increase was
due primarily to the development of the Company's British product and the
Ellis Kids line of products, and expansion of the Company's marketing efforts.

      Depreciation and Amortization.  Depreciation and amortization costs for
the fiscal year ended December 31, 2000 were $64,794, compared to $18,859 for
the fiscal year ended December 31, 1999.  This increase was due primarily to
the increase in the Company's capital expenditures associated with increased
development and marketing expansion, and reclassification of the depreciation
schedule of certain of the Company's assets.

Foreign Currency

      The Company conducts almost all of its international business in United
States dollars.

Liquidity and Capital Resources

      The Company has funded its cash requirements primarily through cash
flows from its operating activities.  The Company has, however, raised net
proceeds of $4,307,375 in the first nine months of fiscal 2001 in private
offerings of common and preferred stock and warrants.  The Company has
established a revolving line of credit from a commercial bank in the amount of
$250,000, of which the entire $250,000 remains available.  The Company had
also taken out a $100,000 two-year loan from a commercial bank, which was paid
off in September, 2001.

      The Company is currently incurring cash expenses in the amount of
approximately $530,041 per month, of which fixed costs account for
approximately $278,185.  The Company anticipates capital expenditures will be
approximately $200,000 for the current fiscal year.

      The Company is not aware of any trends, events or uncertainties that
have or are reasonably likely to have an impact on the Company's short-term or
long-term liquidity.  Given the Company's current cash position, current and
historical cash flows, the Company believes that it has sufficient cash to
continue operations for the foreseeable future.


ITEM 7.    FINANCIAL STATEMENTS.

      The following financial statements are included herein:

The Company's audited financial statements as of December 31, 2000 and 1999

      Consolidated balance sheet as of December 31, 2000

      Consolidated statement of operations for the years ended December 31,
      2000 and 1999

      Consolidated statement of changes in stockholders' deficit for the
      period March 23, 1999 (inception) to December 31, 2000

      Consolidated statement of cash flows for the years ended December 31,
      2000 and 1999

      Notes to consolidated financial statements

CALI's consolidated audited financial statements as of December 31, 2000 and
1999

      Balance sheets as of December 31, 2000 and 1999

      Statements of income for the years ended December 31, 2000 and 1999

      Statements of stockholders' equity for the years ended December 31, 2000
      and 1999

      Statements of cash flows for the years ended December 31, 2000 and 1999

      Notes to consolidated financial statements


The unaudited pro forma combined financial statements for ELLIS and CALI as of
December 31, 2000

      Pro forma combined balance sheet as of December 31, 2000

      Pro forma combined statement of income for the year ended
      December 31, 2000.

      Notes to consolidated financial statements



Wolinetz, Lafazan & Company, P.C.                      5 North Village Avenue
---------------------------------                            Rockville Centre
Certified Public Accountants                                   New York 11570
                                                               (515) 536-0770
                                                          Fax: (516) 536-5753


REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------

The Board of Directors and Stockholders
English Language Learning and Instruction System, Inc.
(A Delaware Corporation)
(F/K/A Politics.com, Inc.)

We have audited the accompanying consolidated balance sheet of English
Language Learning and Instruction System, Inc. and subsidiaries (F/K/A
Politics.com, Inc.) (A Development Stage Enterprise) ("the Company") as of
December 31, 2000 and the related consolidated statements of operations,
changes in stockholders' deficit and cash flows for the year then ended, the
period March 23, 1999 (Inception) to December 31, 1999, and the period March
23, 1999 (Inception) to December 31, 2000.   These financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of English Language
Learning and Instruction System, Inc., and Subsidiaries as of December 31,
2000, and the consolidated results of their operations and their cash flows
for the year then ended, the period March 23, 1999 (Inception) to December 31,
1999 and the period March 23, 1999 (Inception) to December 31, 2000 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred substantial losses since
inception and has a working capital deficiency at December 31, 2000.  These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regard to these matters
are described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/ Wolinetz, Lafazan & Company, P.C.
WOLINETZ, LAFAZAN & COMPANY, P.C.


Rockville Centre, New York
March 16, 2001

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                    CONSOLIDATED BALANCE SHEET
                        DECEMBER 31, 2000


                              ASSETS

Current Assets:
  Cash                                                          $        296

Property and Equipment (Net of Accumulated
  Depreciation of $19,910)                                            65,421

Intangibles - Internet Domain Names (Net of
  Accumulated Amortization of $92,750)                                37,750
                                                                -------------

Total Assets                                                    $    103,467
                                                                =============


              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts Payable                                              $    727,817
  Capitalized Lease Obligations                                       38,080
  Notes and Loans Payable - Related Parties                        1,161,648
  Accrued Expenses                                                   436,181
                                                                -------------

      Total Current Liabilities                                    2,363,726

Capitalized Lease Obligations - Net of Current Portion                78,913
                                                                -------------

      Total Liabilities                                            2,442,639
                                                                -------------
Commitments and Contingencies

Stockholders' Deficit:
  Preferred Stock, $.00001 Par Value; 20,000,000
    Shares Authorized, None Issued                                         -
  Common Stock, $.00001 Par Value; 50,000,000 Shares
    Authorized, 1,201,000 Shares Issued and Outstanding                   12
  Additional Paid-In Capital                                       6,808,231
  Deficit Accumulated in the Development Stage                    (9,147,415)
                                                                -------------

      Total Stockholders' Deficit                                 (2,339,172)
                                                                -------------

Total Liabilities and Stockholders' Deficit                     $    103,467
                                                                =============







The accompanying notes are an integral part of the financial statements.

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
               CONSOLIDATED STATEMENT OF OPERATIONS


                                                 March 23, 1999 March 23, 1999
                                    Year Ended   (Inception) To (Inception) To
                                   December 31,   December 31,   December 31,
                                        2000         1999            2000
                                  -------------- -------------- --------------

Revenues                          $      13,384  $           -  $      13,384
                                  -------------- -------------- --------------
Costs and Expenses:

  Selling, General and
  Administrative Expenses             2,646,761      5,132,360      7,779,121

  Website Development Costs             215,010        849,564      1,064,574

  Interest Expense                       82,855         15,518         98,373

  Loss on Sale of Property
  and Equipment                         128,640              -        128,640

  Gain on Sale of Internet
  Domain Names                          (62,973)             -        (62,973)

  Depreciation and Amortization         111,479         41,585        153,064
                                  -------------- -------------- --------------

     Total Costs and Expenses         3,121,772      6,039,027      9,160,799
                                  -------------- -------------- --------------

Net Loss                          $  (3,108,388) $  (6,039,027) $  (9,147,415)
                                  ============== ============== ==============

Earnings Per Common Share - Basic:

  Weighted Average Common
  Shares Outstanding                  1,028,216        577,297
                                  ============== ==============
  Net Loss Per Common
  Share - Basic                   $       (3.02) $      (10.46)
                                  ============== ==============






The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
<CAPTION>



              ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                             F/K/A POLITICS.COM, INC.
                         (A DEVELOPMENT STAGE ENTERPRISE)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
          FOR THE PERIOD MARCH 23, 1999 (INCEPTION) TO DECEMBER 31, 2000

                                                                   Deficit
                                                                   Accumulated
                                                      Additional   In The
                                    Common Stock      Paid-In      Development  Deferred
                                Shares       Amount   Capital      Stage        Compensation  Total
                              ------------ ---------- ------------ ------------ ------------- -------------

                           <c>          <c>        <c>          <c>          <c>           <c>
Balance - March 23, 1999                -  $       -  $         -  $         -  $          -  $          -

Sale of Politics-Nevada
 Common Stock                       1,000          -          100            -             -           100

Issuance of Politics-Nevada
 Common Stock Upon Conversion
 of Indebtedness                  699,000          7      143,993            -             -       144,000

Effect of Reverse Acquisition     209,148          2       65,664            -             -        65,666

Sale of Common Stock,
 Net of Offering Costs             14,100          -      363,000            -             -       363,000

Issuance of Common
 Stock to Vendor                      333          -       10,000            -             -        10,000

Deferred Compensation                   -          -    4,584,658            -    (4,584,658)            -

Stock Based Compensation                -          -    3,989,456            -             -     3,989,456

Net Loss for the Period                 -          -            -   (6,039,027)            -    (6,039,027)
                              ------------ ---------- ------------ ------------ ------------- -------------

Balance - December 31, 1999       923,581          9    9,156,871   (6,039,027)   (4,584,658)   (1,466,805)

Sale of Common Stock
 and Warrants                      50,000          1      497,499            -             -       497,500

Termination of Stock Options            -          -   (4,501,220)           -     4,501,220             -

Issuance of Common Stock for
 Services and Other                 6,350          -       40,438            -             -        40,438

Issuance of Common Stock
 as Consideration Pursuant
 to Subscription Agreement         20,000          -      162,500            -             -       162,500

Exercise of Stock Options          84,000          1        2,999            -             -         3,000

Stock Based Compensation                -          -      801,375            -        83,438       884,813





The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


              ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                             F/K/A POLITICS.COM, INC.
                         (A DEVELOPMENT STAGE ENTERPRISE)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
          FOR THE PERIOD MARCH 23, 1999 (INCEPTION) TO DECEMBER 31, 2000
                                    (Continued)
                                                                   Deficit
                                                                   Accumulated
                                                      Additional   In The
                                    Common Stock      Paid-In      Development  Deferred
                                Shares       Amount   Capital      Stage        Compensation  Total
                              ------------ ---------- ------------ ------------ ------------- -------------

                           <c>          <c>        <c>          <c>          <c>           <c>
Common Stock Issued
 as Consideration for
 Cancellation of Stock
 Options                           11,973          -      142,173            -             -       142,173

Issuance of Common Stock
 as Consideration for the
 Voiding of the Medinex
 Transaction                       10,000          -      410,501            -             -       410,501

Issuance of Common Stock
 Upon Conversion of
 Indebtedness                      95,096          1       95,095            -             -        95,096

Net Loss for the Year                   -          -            -   (3,108,388)            -    (3,108,388)
                              ------------ ---------- ------------ ------------ ------------- -------------

                                1,201,000  $      12  $ 6,808,231  $(9,147,415) $          -  $ (2,339,172)
                              ============ ========== ============ ============ ============= =============





The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                             F/K/A POLITICS.COM, INC.
                         (A DEVELOPMENT STAGE ENTERPRISE)
                       CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                   March 23, 1999 March 23, 1999
                                                     Year Ended    (Inception) To (Inception) To
                                                     December 31,   December 31,   December 31,
                                                         2000           1999            2000
                                                    -------------- -------------- --------------

                                                 <c>            <c>            <c>
Cash Flows from Operating Activities:
  Net Loss                                          $  (3,108,388) $  (6,039,027) $  (9,147,415)
  Adjustment to Reconcile Net Loss to Net Cash
   Used by Operating Activities:
     Depreciation and Amortization                        111,479         41,585        153,064
     Stock Based Compensation                             884,813      3,989,456      4,874,269
     Gain on Sale of Internet Domain Names                (62,973)             -        (62,973)
     Loss on Sale of Property and Equipment               128,640              -        128,640
     Stock Issued for Services and Other Consideration    337,611              -        337,611
     Changes in Operating Assets and Liabilities:
     (Increase) Decrease in Prepaid Expenses                5,900         (5,900)             -
     (Increase) Decrease in Security Deposits              35,000        (35,000)             -
     Increase (Decrease) in Accounts Payable             (273,253)     1,001,070        727,817
     Increase in Accrued Expenses                         436,181              -        436,181
                                                    -------------- -------------- --------------
          Net Cash Used by Operating Activities:       (1,504,990)    (1,047,816)    (2,552,806)
                                                    -------------- -------------- --------------

Cash Flows from Investing Activities:
  Capital Expenditures                                          -       (253,402)      (253,402)
  Purchase of Intangibles - Internet Domain Names         (15,000)      (206,000)      (221,000)
  Proceeds on Sale of Internet Domain Names               140,000              -        140,000
  Proceeds on Sale of Property and Equipment               30,000              -         30,000
  Net Assets Acquired in Reverse Acquisition                    -         65,666         65,666
                                                    -------------- -------------- --------------
         Net Cash (Used) Provided by
         Investing Activities                             155,000       (393,736)      (238,736)
                                                    -------------- -------------- --------------

Cash Flows from Financing Activities:
  Capitalized Lease Obligations                           (19,041)       136,034        116,993
  Sale of Common Stock - Private Offerings                500,000        423,000        923,000
  Expenses of Private Offerings                            (2,500)       (60,000)       (62,500)
  Exercise of Stock Options                                 3,000              -          3,000
  Proceeds of Borrowings from Related Party               536,246        914,498      1,450,744
  Payments of Borrowings from Related Parties            (201,000)             -       (201,000)
  Proceeds on Voiding of Medinex Transaction              410,501              -        410,501
  Sale of Common Stock - Related Party                          -            100            100
  Issuance of Note Payable - Related Party                      -        151,000        151,000
                                                    -------------- -------------- --------------
         Net Cash Provided by Financing Activities      1,227,206      1,564,632      2,791,838
                                                    -------------- -------------- --------------

Increase (Decrease) in Cash                              (122,784)       123,080            296
Cash - Beginning of Period                                123,080              -              -
                                                    -------------- -------------- --------------
Cash - End of Period                                $         296  $     123,080  $         296
                                                    ============== ============== ==============



The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                             F/K/A POLITICS.COM, INC.
                         (A DEVELOPMENT STAGE ENTERPRISE)
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Continued)

                                                                   March 23, 1999 March 23, 1999
                                                     Year Ended    (Inception) To (Inception) To
                                                     December 31,   December 31,   December 31,
                                                         2000           1999            2000
                                                    -------------- -------------- --------------

                                                 <c>            <c>            <c>
Supplemental Disclosure of Cash Information:
  Cash Paid for Interest                            $           -  $           -  $           -
                                                    ============== ============== ==============

  Cash Paid for Income Taxes                        $           -  $           -  $           -
                                                    ============== ============== ==============

Non-Cash Financing Activities:
  Issuance of 699,000 Shares of Common
  Stock Upon Conversion of Indebtedness             $           -  $     144,000  $     144,000
                                                    ============== ============== ==============

  Issuance of 333 Shares of Common Stock
  to Vendor for Property and Equipment              $           -  $      10,000  $      10,000
                                                    ============== ============== ==============

  Issuance of 250 Shares of Common Stock
  To purchase Internet Domain Name                  $       7,500  $           -  $       7,500
                                                    ============== ============== ==============
  Net Reduction of Deferred Compensation
  Pursuant to Termination or Cancellation of
  Unvested Warrants and Options                     $   4,501,220  $           -  $   4,501,220
                                                    ============== ============== ==============

  Issuance of 95,096 Shares of Common Stock
  Upon Conversion of Indebtedness to Related
  Parties                                           $      95,096  $           -  $      95,096
                                                    ============== ============== ==============



















The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000



NOTE 1 - Organization and Basis of Presentation
         --------------------------------------

         On July 27, 1999, Loan Oak, Inc., a Delaware corporation ("Lone
Oak"), acquired all of the issued and outstanding common stock of
Policitcs.com, Inc., a Nevada corporation ("Politics-Nevada").  In connection
with this transaction, Lone Oak issued 700,000 shares of its common stock
directly to the stockholders of Politics-Nevada in exchange for all of
Politics-Nevada's 700,000 issued and outstanding common shares. The exchange
resulted in Politics-Nevada's stockholders holding a larger portion of the
voting rights of Lone Oak than was held after the acquisition by the persons
who were Lone Oak's stockholders prior to the acquisition.  Since the private
company (Politics-Nevada) issued common stock for the net monetary assets of
Lone Oak, the transaction has been treated for accounting purposes as a
recapitalization. with Politics-Nevada being the acquirer and Lone Oak being
the acquired company.  Consequently, only the historical operations of
Politics-Nevada are presented for periods through July 27, 1999.  As a result
of the acquisition, Politics-Nevada became a wholly-owned subsidiary of Lone
Oak.  In connection with this transaction, Lone Oak changed its name to
Politics.com, Inc., a Delaware Corporation ("Politics-Delaware").

         Politics-Nevada was incorporated on March 23, 1999 in the State of
Nevada.  Politics-Nevada is a development stage enterprise that intended to be
a global Internet media company, offering a branded network of information,
communication, entertainment, community and commerce services with a common
theme of politics.  Politics-Nevada has selected December 31 as its fiscal
year.

         On November 30, 2000 Politics-Delaware established a wholly owned
subsidiary, New Politics.com, Inc. (a Nevada corporation) ("New-Politics"),
and entered into an asset purchase agreement whereby New Politics acquired
from Politics-Delaware all of Politics-Delaware's assets and liabilities.  As
consideration for acquiring the assets, New Politics assumed complete and sole
responsibility of and for all obligations associated with the assets acquired.

         The Company's ownership interest in New Politics will be distributed
to the Company's stockholders by issuing one share of New Politics for every
share of the Company held by such stockholders.  This "spin-off" was approved
by the Company's stockholders on January 31, 2001 (see Note 13).

         On December 15, 2000 Politics-Delaware entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement") by and between
Politics-Delaware and Computer Assisted Learning and Instruction, Inc., a Utah
corporation ("CALI").  The Reorganization Agreement contemplated a closing
date of January 31, 2001 (see Note 13).

         Under the terms of the Reorganization Agreement, the shareholders of
CALI shall exchange 100% of the outstanding common stock of CALI for
11,550,000 shares of Politics-Delaware common stock, representing
approximately 90.6% of Politics-Delaware issued and outstanding common stock.
CALI shall then be merged with and into Politics-Delaware and
Politics-Delaware shall change its name to English Language Learning and
Instruction System, Inc. ("ELLIS").  The exchange will result in CALI's
shareholders holding a larger portion of the voting rights of
Politics-Delaware than would be held after the merger by the persons who were
Politics-Delaware shareholders prior to the merger.  Accordingly, the
transaction will be treated for accounting purposes as a reverse merger
(purchase) with CALI being the acquirer and Politics-Delaware being the
acquired company.

          Politics-Delaware and its two wholly owned subsidiaries,
Politics-Nevada and New Politics are hereafter referred to as the "Company".

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 1 - Organization and Basis of Presentation (Continued)
         --------------------------------------

         The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As of December 31, 2000
the Company was a development stage enterprise.  Politics-Delaware has
incurred losses of approximately $9,147,000 since inception and its current
liabilities exceed its current assets by approximately $2,363,000.  These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern.  Continuation of the Company is dependent on (i)
effecting the spin-off of New Politics, (ii) its exiting the development
stage, (iii) achieving sufficiently profitable operations and (iv) obtaining
adequate financing.  These financial statements do not reflect any adjustments
relating to the recoverability and classification of assets carrying amounts
and classification of liabilities should the Company be unable to continue as
a going concern.

         The Company has incurred substantial losses and has been funding its
operations through debt and equity financings.  The Company will need to
continue to fund its operations in this manner until it achieves sufficiently
profitable operations.  The Company plans to eliminate the going concern
uncertainty by effecting the spin-off of New Politics and raising additional
funds of approximately $1,000,000 through debt and/or equity financings from
private placements of the Company's securities to institutions, private
individuals and/or investment groups (see Note 13).  In addition, on January
31, 2001 the Company effected a reverse acquisition (see Note 13) and
anticipates that the acquired Company will generate profits.  The achievement
and/or success of these planned measures, however, cannot be determined at
this time.


NOTE 2 - Summary of Significant Accounting Policies
         ------------------------------------------

         Principals of Consolidation
         ---------------------------

         The consolidated financial statements include the accounts of English
Language Learning and Instruction System, Inc. (F/K/A Politics.com, Inc.,
Delaware) and its subsidiaries, all of which are wholly-owned.  All
significant intercompany accounts and transactions are eliminated in
consolidation.

         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 and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from these estimates.

         Property and Equipment
         ----------------------

         Property and equipment is stated at cost, less accumulated
depreciation.  Depreciation is computed using the straight-line method over
the estimated useful lives of the related assets, which approximate 5 years.
Leasehold improvements were amortized over 3 years.

         Website Development Costs
         -------------------------

         Website development costs are expensed as incurred.


<PAGE>

      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 2 - Summary of Significant Accounting Policies (Continued)
         ------------------------------------------

         Revenue Recognition
         -------------------

         The Company derives its revenues from the sale of targeted
advertising banners on web pages that are viewed by users of the Politics.com
web site.  These revenues are recognized as the services are performed.

         Intangibles
         -----------

         Intangibles consist of the cost of certain Internet Domain Names.
These intangibles are amortized using the straight-line method over periods
ranging from three to four years.  The Company periodically reviews intangible
assets to determine if any impairment exists based upon projected,
undiscounted net cash flows of the related business.  As of December 31, 2000,
in the opinion of management, there has been no material impairment.  As of
December 31, 2000, the Company owned the Internet Domain Name "politics.com".

         Income Taxes
         ------------

         The Company records deferred income taxes using the liability method.
Under the liability method, deferred tax assets and liabilities are recognized
for the expected future tax consequences of temporary differences between the
financial statement and income tax bases of the Company's assets and
liabilities.  An allowance is recorded, based upon currently available
information, when it is more likely than not that any or all of the deferred
tax assets will not be realized.  The provision for income taxes includes
taxes currently payable, if any, plus the net change during the year in
deferred tax assets and liabilities recorded by the Company.

         Stock-Based Compensation
         ------------------------

         The Company accounts for stock-based compensation to its employees
using the intrinsic value method, which requires the recognition of
compensation expense over the vesting period of the option when the exercise
price of the stock option granted is less than the fair value of the
underlying common stock.  Accordingly, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the Company's
common stock as of the date of grant over the exercise price.  Additionally,
the Company provides pro forma disclosure of net loss and loss per share as if
the fair value method has been applied in measuring compensation expense for
stock options granted.  Stock-based compensation related to options granted to
non-employees is recognized using the fair value method.

         Loss Per Share
         ---------------

         The computation of loss per share of common stock is computed by
dividing net loss for the period by the weighted average number of common
shares outstanding during that period.

         Prior to the July 27, 1999 acquisition, the computation of net loss
per share is based on the weighted average number of outstanding common shares
of Politics-Nevada.  Following the acquisition, shares presented are adjusted
for the effect of the reverse acquisition.

         Because the Company is incurring losses, the effect of stock options
and warrants is antidilutive.  Accordingly, the Company's presentation of
diluted earnings per share is the same as that of basic earnings per share.

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 2 - Summary of Significant Accounting Policies (Continued)
         ------------------------------------------

         Fair Value of Financial Instruments
         -----------------------------------

         The carrying value of the Company's financial instruments, including
cash, accounts payable, accrued expenses and notes and loans payable
approximated fair value because of the short maturity of these instruments.


NOTE 3 - Property and Equipment
         ----------------------

         Property and equipment consists of the following:

              Office Equipment and Computers
               Under Capitalized Leases            $   85,331

              Less:  Accumulated Depreciation          19,910
                                                   ----------
                                                   $   65,421
                                                   ==========

NOTE 4 - Notes and Loans Payable - Related Parties
         ------------------------------------------

         Notes and loans payable to related parties consist of the following:

         Note payable to the Company's former Chairman of the
         Board, bearing interest at 10% per annum and payable
         on demand.  Such note was issued as consideration for
         the purchase of certain internet domain names.          $   151,000

         Note payable to an affiliate of the Company's former
         Chairman of the Board, bearing interest at 6% per
         annum and payable on demand.                                227,002

         Note payable  to an affiliate of a former officer
         and director of the Company, bearing interest at 6%
         per annum and payable on demand.                             25,181

         Note payable to a former officer and director of
         the Company, bearing interest at 6% per annum and
         payable on demand.                                           40,204

         Loans payable to the Company's former Chairman of
         the Board and an affiliate of the Company's former
         Chairman of the Board,  bearing interest at 6% per
         annum, and payable on demand.                               718,261
                                                                 ------------
                                                                 $ 1,161,648
                                                                 ============

<PAGE>

      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 5 - Capitalized Lease Obligations
         -----------------------------

         Capitalized lease obligations are payable $2,380 monthly for 60
months.

         The Company acquired office furniture, equipment and computers in the
amount of $142,812 under this lease (see Note 3).

         Future minimum lease payments are as follows:

                  Year Ending December 31,
                          2001                   $   38,080
                          2002                       28,560
                          2003                       28,560
                          2004                       21,793
                                                 ----------
                                                 $  116,993
                                                 ==========

NOTE 6 - Accrued Expenses
         -----------------

         Accrued expenses consist of the following:

         Accrued interest on related party indebtedness   $   94,883
         Accrued salaries to related parties                 250,000
         Other accrued expenses                               91,298
                                                          ----------
                                                          $  436,181
                                                          ==========

NOTE 7 - Stockholders' Deficit
         ---------------------

         Preferred Stock
         ---------------

         The Company's Board of Directors may, without further action by the
Company's stockholders, from time to time, direct the issuance of any
authorized but unissued or unreserved shares of Preferred Stock in series and
may, at the time of issuance, determine the rights, preferences and
limitations of each series.  The holders of Preferred Stock may be entitled to
receive a preference payment in the event of any liquidation, dissolution or
winding-up of the Company before any payment is made to the holders of the
Common Stock.  The Board of Directors could issue Preferred Stock with voting
and other rights that could adversely affect the voting power of the holders
of Common Stock and could have certain anti-takeover effects.

         Common Stock
         ------------

         On March 24, 1999 Politics-Nevada sold 1,000 shares of common stock
at $.01 per share for gross proceeds of $100 as part of its initial
capitalization.

         Pursuant to the approval of the Board of Directors of
Politics-Nevada, on June 30, 1999 Politics-Nevada issued 699,000 shares of
common stock to two individuals, one of whom is an officer and one of whom is
a majority stockholder and an officer of Politics-Nevada, in consideration of
conversion of indebtedness of Politics-Nevada in the amount of $144,000.

<PAGE>

      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 7 - Stockholders' Deficit (Continued)
         ---------------------

         Common Stock (Continued)
         ------------

         On July 27, 1999, Lone Oak acquired all of the issued and outstanding
common stock of Politics-Nevada.  In connection with this transaction, Lone
Oak issued 700,000 shares of its common stock directly to the stockholders of
Politics-Nevada in exchange for all of Politics-Nevada's 700,000 issued and
outstanding common shares.  The exchange resulted in Politics-Nevada's
stockholders holding a larger portion of the voting rights of Lone Oak than
was held after the acquisition by the persons who were Lone Oak stockholders
prior to the acquisition.  As a result of the acquisition, Politics-Nevada
became a wholly-owned subsidiary of Lone Oak.  In connection with the
transaction, Lone Oak changed its name to Politics.com, Inc., a Delaware
corporation.

         During August through October 1999 the Company sold 14,100 shares of
common stock to private investors for gross proceeds of $423,000 and net
proceeds of $363,000.

         In March 2000 the Company sold 50,000 shares of its Common Stock and
issued a warrant to purchase 70,000 shares of its Common Stock, at an exercise
price of $10 per share, for an aggregate purchase price of $500,000.  The
warrants expire five years from the date of grant.  The subscription agreement
between the Company and the investor provides, among other things, in the
event that the Company in any non-public offering sells any Common Stock at a
price per share, or any warrant with an exercise price per share, that is less
than $10, then for no additional consideration, the Company shall immediately
transfer to the investor that number of shares of Common Stock of the Company
equal to the difference between (1) the number of shares which would have been
subscribed for under the subscription agreement, inclusive of the shares
underlying the warrant, at the lesser price per share of such subsequently
sold securities and (2) the number of the shares subscribed to under the
subscription agreement, inclusive of the shares underlying the warrant.  In
July 2000, the subscription agreement was amended to, among other things,
terminate the outstanding warrants to purchase 70,000 shares of Common Stock
of the Company.

         In June 2000 the Company issued 20,000 shares of common stock
pursuant to the terms of the March 2000 subscription agreement referred to
above that provided for the issuance of such shares in the event that the
Company did not have a registration statement effective by June 22, 2000 with
respect to the shares and Warrant shares issued in the private placement.  In
connection with the issuance, the Company recognized a charge of $162,500
representing the quoted market price of common stock at date of issuance.

         During June 2000 the Company granted non-qualified stock options
under the 2000 Plan to purchase an aggregate of 60,000 shares of common stock
at an exercise price of $.01 per share.  In connection with this grant, the
Company recognized a stock based compensation charge of $486,900.  The stock
option was exercised in June 2000 and the Company issued 60,000 shares of
common stock.

         On July 17, 2000 the Company granted non-qualified stock options
under the 2000 Plan to purchase 17,000 shares of common stock with an exercise
price of $.10 per share.  In connection with the grant, the Company recognized
a stock based compensation charge of $232,050.  These stock options were
exercised in July 2000.

         In July 2000 the Company issued 11,973 shares of common stock as
consideration for the cancellation of an aggregate of 81,293 common stock
purchase options.  In connection with the issuance of these shares, the
Company recognized a charge of $142,173 representing the quoted market price
of common stock at date of issuance.

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 7 - Stockholders' Deficit (Continued)
         ---------------------

         Common Stock (Continued)
         ------------

         In July 2000 the Company granted non-qualified stock options to two
individuals to purchase an aggregate of 7,000 shares of common stock with an
exercise price of $.10 per share.  In connection with the grants, the Company
recognized a stock based compensation charge of $82,425.  These stock options
were exercised in July 2000.

         In October 2000 the Company issued 10,000 shares of common stock as
consideration for the voiding of the Medinex transaction (see Note 10).

         In December 2000 the Company issued 95,096 shares of common stock
upon conversion of $95,096 principal of indebtedness to related parties
representing the quoted market price of common stock at date of issuance.

         During the year ended December 31, 2000 the Company issued 6,350
shares of common stock valued at $40,438 for services and other consideration
representing the quoted market price of common stock at date of issuance.

         Stock Option Plans
         ------------------

         On July 27, 1999, the Company adopted the 1999 Combination Stock
Option Plan (the "Plan").  Under the Plan, both non-qualified and incentive
stock options to purchase shares of the Company's common stock may be granted
to key employees and other persons.  A total of 200,000 shares have been
reserved for issuance under the Plan.  The options expire ten years from the
date of grant, subject to certain restrictions.

         Effective June 8, 2000 the Company adopted its 2000 Non-Qualified
Stock Option Plan ("the 2000 Plan").  Under the 2000 Plan, both non-qualified
and incentive stock options to purchase shares of the Company's common stock
may be granted to key employees and other persons.  A total of 250,000 shares
have been reserved for issuance under the 2000 Plan.

         The Company has issued various stock options.  The options' vesting
period varies from full vesting upon issuance of options to vesting over a 3
to 4 year period.  A summary of the Company's stock options activity is as
follows:
                                                  Options
                               ---------------------------------------------
                                              Price Range   Weighted Average
                                 Shares        Per Share    Exercise Price
                               ----------- ---------------- ----------------
Balance, July 27, 1999                  -                -            -
Granted                           180,920   $ 35.00-96.25       $ 25.40
                               ----------- ---------------- ----------------
Balance, December 31, 1999        180,920   $ 35.00-96.25       $ 25.40
Granted                            84,000   $ 8.125-$13.75      $   .04
Terminated *                     (180,920)  $ 35.00-$96.25      $(25.40)
Exercised                         (84,000)  $ 8.125-$13.75      $  (.04)
                               ----------- ---------------- ----------------
Balance, December 31, 2000              -   $            -      $     -
                               =========== ================ ================

* Includes 41,900 options assumed by the Company's former Chairman.

<PAGE>

      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 7 - Stockholders' Deficit (Continued)
         ---------------------

         Stock Option Plans (Continued)
         ------------------

         The Company recognized approximately $885,000 and $3,989,000 of
stock-based compensation expense and deferred compensation of approximately $0
and $4,585,000 during the year ended December 31, 2000 and period ended
December 31, 1999 respectively, relating to options granted with exercise
prices below the estimated fair market value of the Company's common stock at
the date of grant.  Deferred compensation is charged to expense as stock
options become vested.  During the year ended December 31, 2000 options to
purchase an aggregate of 180,920 shares of common stock were terminated and
the related deferred compensation was written off against additional paid-in
capital.  The Company applies APB Opinion No. 25 and related Interpretations
in accounting for these plans.  Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") was issued by
the FASB in 1995 and, if fully adopted, changes the methods for recognition of
cost on plans similar to those of the Company.  The Company has adopted the
disclosure-only provision of SFAS 123.  Pro forma information regarding net
income and earnings per share is required by Statement 123, and has been
determined as if the Company had accounted for its employee stock options
under the fair value method of that Statement.  The fair value for these
options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions:  risk-free
interest rate of 5.5%; volatility factor of the expected market price of the
Company's common stock of .50; and a weighted-average expected life of the
option, after the vesting period, of 5 years.

         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable.  In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility.  Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

         Had compensation cost for stock options granted been determined based
on the fair value at the grant date consistent with the provisions of SFAS
123, the Company's net loss and loss per share would have been increased to
the pro forma amounts indicated below:

                                             Year Ended       Period Ended
                                         December 31, 2000  December 31, 1999
                                         -----------------  -----------------
         Net loss - as reported          $  (3,108,388)     $   (6,039,027)
         Net loss - pro forma               (2,944,379)     $   (7,852,469)
         Loss per share - as reported
           Basic                         $       (3.02)     $       (10.46)
         Loss per share - pro forma
           Basic                         $       (2.86)     $       (13.60)

         The effects of applying the pro forma disclosures of SFAS 123 are not
likely to be representative of the effects on reported net earnings for future
years due to the various vesting schedules.

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 7 - Stockholders' Deficit (Continued)
         ---------------------

         Recapitalization
         -----------------

         On December 15, 2000 the Board of Directors approved a one for ten
reverse split of the Company's common stock (see Note 13).  All share and per
share data have been retroactively restated to reflect this recapitalization.


NOTE 8 - Sale of Internet Domain Names
         -----------------------------

         In January 2000 the Company sold the internet domain names gop.com
and gop.net to a third party for $40,000 resulting in a net loss of $11,861.
The Company's net book value at time of sale was $51,861.

         In July 2000 the Company sold the internet domain name elections.com
to a third party for $100,000 resulting in a net gain of $74,834.  The
Company's net book value at time of sale was $25,166.


NOTE 9 - Loss on Sale of Property and Equipment
         --------------------------------------

         Loss on sale of property and equipment represents the loss recognized
on the sale of leasehold improvements and office furniture and fixtures of the
Company's former New York City office facilities.


NOTE 10 -Medinex Transaction
         -------------------

         In July 2000, the Company acquired from Medinex Systems, Inc., a
Delaware corporation formerly known as Netivation.com, Inc. ("Medinex"), all
of the issued and outstanding capital stock of Raintree Communications
Corporation, Public Disclosure, Inc., Net.Capitol, Inc., and U.S. Congress
Handbook, Inc., along with certain other political-related assets
(collectively, the "Assets") in exchange for an aggregate of 4,010,000 shares
of the Company's common stock, $0.00001 par value per share (the
"Transaction").  In October 2000, however, the Company and Medinex, by mutual
agreement, voided the Transaction ab initio (that is, at its inception).

         In order to restore the parties to their respective positions
immediately prior to the consummation of the Transaction, the parties agreed
that Medinex would (i) be responsible for all liabilities incurred by the
Company after July 26, 2000 through the unwinding of the Transaction, (ii) pay
the Company (or its designee) approximately $125,000 to pay certain of the
Company's liabilities, and (iii) host and provide basic maintenance of the
"Politics.com" website for up to 6 months; and that the Company would (i) pay
to Medinex an amount equal to 50% of the amount by which the net proceeds from
any sale of the "Politics.com" URL (and related technology) exceed $500,000,
and (ii) issue to Medinex 10,000 shares of its common stock.  The Company
recorded contributed capital of $385,501 from Medinex, representing
expenditures paid by Medinex on behalf of the Company.

         Since the Transaction was voided at its inception (July 26, 2000),
the financial statements of the Company do not reflect the Assets or any
related results of operations.

<PAGE>

      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000


NOTE 11 -Commitments and Contingencies
         -----------------------------

         Other
         -----

         New Politics, by way of assignment, has agreed to pay its web site
developer 25% of the proceeds of any offering of securities by New Politics
until such time as New Politics' account with the web site developer is
current.


NOTE 12 -Income Taxes
         ------------

         For income tax purposes, the Company has a net operating loss
carryforward ("NOL") at December 31, 2000 of approximately $3,984,000 expiring
in 2015 if not offset against future federal taxable income.  There may be
certain limitations as to the future annual use of the NOLs due to certain
changes in the Company's ownership.

         Income tax benefit attributable to net loss differed from the amounts
computed by applying the statutory Federal Income tax rate applicable for each
period as a result of the following:

                                             Year Ended       Period Ended
                                          December 31, 2000  December 31, 1999
                                          -----------------  -----------------
         Computed "expected" tax benefit      $  658,000        $  697,000
         Decrease in tax benefit resulting
           from net operating loss for
           which no benefit is currently
           available                            (658,000)         (697,000)
                                              -----------       -----------
                                              $        -        $        -
                                              ===========       ===========

         The Company had deferred tax assets of approximately $1,355,000 at
December 31, 2000, resulting primarily from net operating loss carryforwards.
The deferred tax assets have been fully offset by a valuation allowance
resulting from the uncertainty surrounding their future realization.


NOTE 13 -Subsequent Events
         -----------------

         Reorganization Agreement
         ------------------------

         On January 31, 2001 Politics-Delaware and CALI executed the
Reorganization Agreement (see Note 1).  Accordingly, Politics-Delaware issued
11,550,000 shares of common stock in exchange for 100% of CALI's common stock.
Concurrently, CALI merged with and into Politics-Delaware and changed its name
to English Language Learning and Instruction System, Inc. ("ELLIS").

         Politics-Delaware also effected a one for ten reverse split of its
common stock.  All share and per share amounts have been retroactively
restated to reflect this recapitalization.

         In addition, the stockholders of Politics-Delaware approved the
distribution of all of Politics-Delaware's interest in New Politics.

<PAGE>


      ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
                     F/K/A POLITICS.COM, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000

NOTE 13 -Subsequent Events (Continued)
         -----------------

         Private Placement
         -----------------

         In February 2001, 503,775 shares of the Company's common stock were
issued for gross proceeds of $503,775 and net proceeds of approximately
$438,000 in connection with a private placement.  Each share of common stock
purchased in this private placement was accompanied with a warrant to purchase
one share of the Company's common stock at a purchase price of $4.00 per share
at any time until February 1, 2003.


<PAGE>






                    COMPUTER ASSISTED LEARNING
                       & INSTRUCTION, INC.

                    December 31, 2000 and 1999



<PAGE>







TABLE OF CONTENTS                                                 Page
______________________________________________________________________________



INDEPENDENT AUDITORS' REPORT                                         1

FINANCIAL STATEMENTS:

  Balance Sheets                                                     2

  Statements of Income                                               4

  Statements of Stockholders' Equity                                 5

  Statements of Cash Flows                                           6

  Notes to Financial Statements                                      7



<PAGE>






                   INDEPENDENT AUDITORS' REPORT



The Board of Directors
Computer Assisted Learning & Instruction, Inc.

We have audited the accompanying balance sheets of Computer Assisted Learning
& Instruction, Inc. (the Company) as of December 31, 2000 and 1999, and the
related statements of income, stockholders' equity and cash flows for the
years then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our 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 Computer Assisted Learning &
Instruction, Inc. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.





/s/ Squire & Company


March 4, 2001




                                1

<PAGE>



COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
BALANCE SHEETS
December 31, 2000 and 1999
                                                          2000       1999
______________________________________________________________________________

ASSETS

Current Assets:
  Cash                                            $     11,366  $     61,614
  Accounts receivable - net of allowance             1,039,652       470,104
  Employee receivable                                    4,046         1,683
  Inventories                                           45,478        29,466
  Prepaid assets                                        93,909        13,275
  Deferred tax assets                                    9,857       101,595
                                                  ------------- -------------

    Total current assets                             1,204,308       677,737

Fixed Assets:
  Property and equipment                               716,256       719,812
  Accumulated depreciation                            (356,869)     (410,530)
                                                  ------------- -------------

    Net fixed assets                                   359,387       309,282

Other Assets                                            34,043         9,444
                                                  ------------- -------------

      Total assets                                $  1,597,738  $    996,463
                                                  ============= =============






The accompanying notes are an integral part of these statements.

                                2
<PAGE>



COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
BALANCE SHEETS (CONTINUED)
December 31, 2000 and 1999
                                                           2000       1999
______________________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                $    219,757  $     92,405
  Accrued payroll liabilities                           85,433        56,133
  Income taxes payable                                 343,966        37,144
                                                  ------------- -------------

    Total current liabilities                          649,156       185,682

Deferred Tax Liability                                  15,571         9,071

Stockholder Loan                                             -       750,660
                                                  ------------- -------------

      Total liabilities                                664,727       945,413

Stockholders' Equity:
  Common stock, no par value, 20,000,000 shares
    authorized, 11,550,000 shares issued and
    11,253,500 shares outstanding                      462,451        21,685
  Treasury stock, 296,500 shares                             -             -
  Retained earnings (deficit)                          470,560        29,365
                                                  ------------- -------------

    Total stockholders' equity                         933,011        51,050
                                                  ------------- -------------

Total liabilities and stockholders' equity        $  1,597,738  $    996,463
                                                  ============= =============







The accompanying notes are an integral part of these statements.


                                3
<PAGE>

COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
STATEMENTS OF INCOME
Years Ended December 31, 2000 and 1999                 2000           1999
______________________________________________________________________________

Software Sales                                    $  3,795,469  $  2,349,347
Non-Software Sales                                      49,644        39,648
                                                  ------------- -------------

    Total sales                                      3,845,113     2,388,995

Operating Expenses                                   2,999,771     1,921,762
                                                  ------------- -------------

Operating Income                                       845,342       467,233

Other Income (Expense):
  Interest income                                       12,085        17,615
  Other income                                          19,581        18,404
  Loss on sale of fixed assets                         (12,156)            -
  Interest expense                                         (39)      (91,236)
                                                  ------------- -------------

    Total other income (expense)                        19,471       (55,217)
                                                  ------------- -------------

Income Before Income Taxes                             864,813       412,016

Provision for Income Tax:
  Current                                              325,380        37,244
  Deferred                                              98,238        63,631
                                                  ------------- -------------

    Total income tax expense                           423,618       100,875
                                                  ------------- -------------

Net Income                                        $    441,195  $    611,141
                                                  ============= =============

Earnings Per Share - Basic and Fully Diluted      $       0.25  $     152.82
                                                  ============= =============

Weighted Average Shares Outstanding                  1,792,410         2,036
                                                  ============= =============











The accompanying notes are an integral part of these statements.

                                4
<PAGE>
<TABLE>
<CAPTION>



COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2000 and 1999
_______________________________________________________________________________________________

                                                        Treasury
                                     Common Stock        Stock       Retained
                                  Shares      Amount     Shares      Earnings      Total
                               ------------ ---------- ----------- ------------ -------------

                            <c>          <c>        <c>         <c>          <c>
Balance at December 31, 1998         1,000  $  21,685           -  $  (281,776) $   (260,091)

Issuance of Stock                    1,715          -           -            -             -

Net Income                               -          -           -      311,141       311,141
                               ------------ ---------- ----------- ------------ -------------

Balance at December 31, 1999         2,715     21,685           -       29,365        51,050

Issuance of Stock                4,090,785          -     296,500            -             -

Contributed Capital              7,160,000    440,766           -            -       440,766

Comprehensive Net Income Calculation:
 Net Income                             -           -           -      441,195       441,195
                               ------------ ---------- ----------- ------------ -------------

Balance at December 31, 2000    11,253,500  $ 462,451     296,500  $   470,560  $    933,011
                               ============ ========== =========== ============ =============






The accompanying notes are an integral part of these statements.

                                    5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2000 and 1999
                                                                      2000            1999
_______________________________________________________________________________________________


                                                             <C>           <C>
Cash Flows from Operating Activities:
  Net income                                                    $    441,195  $     311,141
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation                                                     64,794         18,859
     Deferred taxes                                                   98,238         63,631
     Bad debt allowance                                                    -          5,000
     Loss on sale of fixed assets                                     12,156              -
     (Increase) decrease in operating assets:
        Accounts receivable                                         (569,547)       (70,864)
        Employee receivable                                           (2,363)        (1,236)
        Inventories                                                  (24,599)       (18,468)
        Prepaid expenses                                             (79,894)       (13,275)
        Other assets                                                 (16,011)          (319)
     Increase (decrease) in operating liabilities:
        Accounts payable                                             127,352         26,432
        Accounts payable - stockholder                                     -         (3,059)
        Accrued payroll liabilities                                   29,300          8,843
        Income taxes payable                                         306,822         37,144
                                                                ------------- --------------

          Total adjustments                                          (53,752)        52,688
                                                                ------------- --------------

     Net cash provided by operating activities                       387,443        363,829

Cash Flows from Investing Activities:
  Proceeds from sale of fixed assets                                  23,100              -
  Purchase of equipment                                             (150,897)      (270,493)
                                                                ------------- --------------

     Net cash used by investing activities                          (127,797)      (270,493)

Cash Flows from Financing Activities:
  Net payments on stockholder loan                                  (309,894)      (205,337)
                                                                ------------- --------------

Net Decrease in Cash                                                  50,248       (112,001)

Cash at Beginning of Year                                             61,614        173,615
                                                                ------------- --------------

Cash at End of Year                                             $     11,366  $      61,614
                                                                ============= ==============

Non-cash transactions and other disclosures:
-------------------------------------------
  The Company paid $38 and $91,236 in interest during the years ended December 31, 2000 and
  1999, respectively.  The Company paid $100 in taxes in each of the years ended December 31,
  2000 and 1999.

  During the year ended December 31, 2000, the Company's remaining debt to a stockholder in the
  amount of $440,766, was converted to additional paid-in capital.  There were no non-cash
  investing or financing transactions during the years ended December 31, 1999.

The accompanying notes are an integral part of these statements.


                                    6
</TABLE>
<PAGE>




COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 1. Summary of Significant Accounting Policies
        -------------------------------------------

This summary of significant accounting policies of Computer Assisted Learning
and Instruction, Inc. and subsidiary (the Company) is presented to assist in
understanding the Company's financial statements.  These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of these financial statements.  In the opinion of
management, these financial statements include all adjustments which are
necessary for the fair presentation of the results for the periods presented.

Organization and Business Description - Computer Assisted Learning &
Instruction, Inc. (CALI) was incorporated in the state of Utah on January 1,
1994.  CALI is engaged in the development, marketing, and support of English
language training software.  The Company's customers consist primarily of
retail distributors located in North America, South America, Europe, and Asia.

Revenue Recognition - Revenue from the sale of software products is generally
recognized upon delivery, where collection is probable and no significant
obligations remain.

Cash and Cash Equivalents   The Company considers demand deposits at banks and
money market funds at other financial institutions with an original maturity
of three months or less to be cash equivalents.

Inventories - Inventories consisting primarily of product packaging,
documentation, and media, are stated at the lower of cost or market.
Inventory cost is determined using the first-in, first-out method.

Fixed Assets - Property and equipment are stated at cost.  Property and
equipment are depreciated using the straight-line method for financial
reporting purposes.  Asset lives vary from three to ten years based on the
estimated useful life of the assets.

The Company reviews its fixed assets for impairment in accordance with SFAS
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of."  No fixed assets were determined to be impaired for
the years ending December 31, 2000 and 1999.

Maintenance, repairs, and renewals which neither materially add to the value
of the equipment nor appreciably prolongs its life are charged to expense as
incurred.  Gains and losses on dispositions are included in net income.

Other Assets - Other assets consist of prepaid rents, professional retainer
fees, and intangible assets.

Research and Development Costs - Research and development expenditures,
consisting primarily of software development costs incurred prior to achieving
technological feasibility are charged to operations as incurred.  After
technological feasibility is established any additional software development
costs would be capitalized in accordance with Statement of Financial
Accounting Standards (SFAS) No. 86, Capitalization of Software Development
Costs.  Under the Company's software


                                7
<PAGE>

COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 1. Summary of Significant Accounting Policies (continued)
        ------------------------------------------------------

development process, technological feasibility is established upon completion
of a working model.  The Company to date has not capitalized any software
development costs due to the immateriality of such costs.

Advertising - The Company expenses the costs of advertising when the
advertising takes place.

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 in the financial statements
and the accompanying notes.  Actual amounts could differ from those estimates.

Earnings per Share   Basic and fully diluted earnings per share is computed by
dividing net income available for common stock by the weighted average number
of common shares during the period.

Note 2. Fixed Assets
        ------------

Major classifications of property and equipment for December 31, 2000 and 1999
are as follows:
                                                2000           1999
                                          -------------- -------------
Computer software - 3 year life           $       5,656  $     32,920
Computer hardware - 3-5 year life                98,892       124,104
Phone equipment - 5 year life                    19,884         8,856
Furniture and fixtures - 5-10 year life         424,416       399,748
Vehicles and boats - 10 year life               167,608       154,184
                                          -------------- -------------
                                                716,256       719,812
Accumulated depreciation and amortization      (356,869)     (410,530)
                                          -------------- -------------
                                          $     359,387  $    309,282
                                         =============== =============

Note 3. Foreign Currency Transactions
        -----------------------------

During 2000, the Company established relations with a company in Brazil, CALI
Brasil, Ltda.  The Company's agreement with CALI Brasil, Ltda. allows it to
record revenue at the price the software was sold to the customer.  The
Company then pays a commission for each sale to CALI Brasil, Ltda.

CALI Brasil's sales from Brazilian reals (the functional currency) to US
dollars (the reporting currency) for the year ending December 31, 2000 was
$146,722.  The Company reports the accounts receivable and commissions payable
to CALI Brasil, Ltda. using the exchange rate at the date of the balance
sheet.  The Company reports the sales and commissions of CALI Brasil, Ltda.
using a weighted-average exchange rate over the period the income statement.
Gains or losses on translating the functional currency to the reporting
currency are reported as a component of operating expenses.

                                8
<PAGE>


COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 3. Foreign Currency Transactions (continued)
        -----------------------------------------

During 1999, the Company entered into one transaction for the sale of goods in
a foreign currency.  This sale resulted in a loss on translation of $7,647.

No other transactions for the years ending December 31, 2000 and 1999 involved
a currency other than U.S. dollars.

Note 4. Income Taxes
        ------------

The provision for income taxes is based on income and expense reported in the
financial statements which differs from that reported for income tax purposes.
Accordingly, deferred income taxes are provided in recognition of such
differences.  Temporary differences include vacation accrual, excess tax
depreciation and unpaid interest on the stockholder loan.

Income tax liabilities, expense, and deferred taxes are computed by following
the procedures outlined in Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes".  The applicable federal and state tax
rates in effect at  December 31, 2000 and 1999 were used in calculating the
income tax liabilities, expense, and deferred taxes.  In 1999, the balance of
the Company's net operating loss carryforwards was used to offset a portion of
income.  Income tax expense for the years ended December 31, 2000 and 1999, is
computed as follows:
                                                     2000          1999
                                                  ------------- ------------
  Current:
   Federal income tax expense                     $    282,761  $    31,965
   State income tax expense                             42,619        5,279
  Deferred income tax expense                           98,238       63,631
                                                  ------------- ------------
    Income tax expense                            $    423,618  $   100,875
                                                  ============= ============

    The income tax provision reconciled to the tax
    computed at the federal statutory rate is
    as follows at December 31:
      Income taxes at the statutory rate          $    325,194  $    97,734
      Expenses and (revenue) adjustments - net          (8,981)       6,165
      State income taxes, net of federal benefit        27,725        3,307
      Prior year tax amendment                         (18,558)           -
      Net operating loss carryforward                        -      (69,962)
                                                   ------------ ------------
        Total income tax provision                 $   325,380  $    37,244
                                                   ============ ============

    Deferred tax assets and liabilities consist
    of the following:
       Deferred tax assets:
       Allowance for doubtful accounts             $     1,865  $     1,865
       Accrued, unpaid interest                              -       91,832
       Vacation accrual                                  7,992        7,898
                                                    ------------ ------------
         Total deferred tax assets                       9,857      101,595

    Deferred liabilities:
       Excess tax depreciation                         (15,571)      (9,071)
                                                    ------------ ------------
    Net deferred tax assets (liabilities)           $    (5,714) $    92,524
                                                    ============ ============

                                9
<PAGE>

COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 4. Income Taxes (continued)
        ------------------------

The income tax provision reconciled to the Balance Sheet accounts is as
follows at December 31:
                                                 2000        1999
                                           ------------- ------------
       Tax payments made:
         Federal                           $          -  $         -
         State                                      100          100
                                           ------------- ------------

          Total tax payments                        100          100

       Current income tax expense              (325,380)     (37,244)
       Prior year income taxes payable
        (amended)                               (18,586)           -
                                           ------------- ------------

       Income taxes payable                $   (343,966) $   (37,144)
                                           ============= ============

Note 5. Related Party Transactions
        --------------------------

The Company's majority stockholder loaned the Company $709,800 as of December
31, 1999.  Accrued interest totaling $40,860 has been included in this balance
sheet account total of $750,660.  During 2000, the Company repaid $309,894 of
this loan.  This stockholder then converted the remaining balance, $440,766,
to additional paid-in capital.  Also during 1999, the Company purchased from
this stockholder vehicles and boats for $77,500.  Additionally, another
vehicle was purchased from a company officer for  $8,000.  These assets are
reported under "Vehicles and boats" in Note 2.

Note 6. Concentrations
        --------------

The Company is engaged in a single business segment, the development and
marketing of language training software.  The computer software industry is
highly competitive and rapidly changing.  Significant technological changes in
the industry or customer requirements or the emergence of competitive products
with new capabilities or technologies, could adversely affect operating
results.

The Company sells its products primarily through distributors and resellers.
Sales through the two largest distributors of the Company accounted for
approximately 28 and 41 percent of the Company's net revenues for December 31,
2000 and 1999, respectively.

The Company believes that no single end-user customer accounted for more than
five percent of the Company's sales in 2000 and 1999.

Financial instruments which potentially subject the Company to concentrations
of credit risk consist primarily of accounts receivable.  The credit risk
associated with accounts receivable is mitigated by the Company's credit
evaluation process, reasonably short collection terms, and the geographical
dispersion of sales transactions.  The Company estimates an allowance for
doubtful accounts of $5,000 based on the credit worthiness of its distributors
and customers as well as general economic conditions.

                                10
<PAGE>

COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 7. Leases
        ------

On August 21, 1998, the Company entered into a three-year lease agreement for
an office building in Provo, Utah.  The monthly payment is $3,000 and the
lease is renewable in September of each succeeding year.  During the year
ended December 31, 2000, the Company was released from this agreement when
they signed a new lease at a different location.  The new lease carries a
three-year term, beginning in March of 2000.  The initial monthly payment of
$6,839 will be adjusted annually for increases in the consumer price index.
Future minimum payments are required as follows for the years ending December
31:
                              2001         $     77,569
                              2002               85,241
                              2003               14,230
                                           -------------

                                           $    177,040
                                           =============
Note 8. Pension Plan
        ------------

On December 31, 1999, the Company adopted a defined benefit pension plan,
effective for the 1999 plan year, covering all employees who meet age and
length of service requirements.  The benefits are based on years of service
and the employee's compensation during the last three consecutive years of
employment. The Company's funding policy is to contribute annually an amount
that can be deducted for federal income tax purposes.  Contributions are
intended to provide not only for benefits attributed to service to date but
also for those benefits expected to be earned in the future.  Contributions
vest to employees at the end of six years of service.

                                                  December 31,   December 31,
                                                      2000           1999
                                                 -------------- --------------
Change in benefit obligations:
  Benefit obligation at beginning of year        $      98,219  $           -
  Service cost                                          53,689              -
  Interest cost                                         13,023              -
                                                 -------------- --------------

  Benefit obligation at end of period            $     164,931  $           -
                                                 ============== ==============
Change in plan assets:
  Fair value of plan assets at beginning of year             -              -
  Actual return on plan assets                           1,214              -
  Employer contribution                                161,417              -
  Benefits paid                                              -              -
                                                 -------------- --------------

  Fair value of plan assets at end of period     $     162,631  $           -
                                                 ============== ==============



                                11

<PAGE>



COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 8. Pension Plan (continued)
        ------------------------
                                                   December 31,   December 31,
                                                       2000          1999
                                                  ------------- --------------
Net pension cost included the following components:
  Service cost                                    $     53,689  $           -
  Interest cost                                         13,023              -
  Expected return on plan assets                        (5,696)             -
  Amortization of prior service cost                     9,501              -
                                                  ------------- --------------
                                                  $     70,517  $           -
                                                  ============= ==============


                                                   December 31,   December 31,
                                                      2000            1999
                                                  ------------- --------------
Funded status of the plan:
  Plan assets less than projected benefits        $     (2,300) $           -
  Unrecognized prior service cost                      176,537              -
  Unrecognized net gain                                (83,337)             -
                                                  ------------- --------------
      Net amount recognized                       $     90,900  $           -
                                                  ============= ==============

Amounts recognized in the balance sheet:
  Prepaid assets                                  $     90,900  $           -
                                                  ============= ==============

The weighted-average discount rate and long-term rate of return used in
determining the actuarial present value of the projected benefit obligation
was 7 percent for the years ended December 31, 2000 and 1999.  The expected
average percentage increase in compensation levels was 3 percent for the years
ended December 31, 2000 and 1999.

Note 9.   Commitments
          -----------

The Company has entered into an agreement to pay $4,500 a month until
September 2001 for public relations and investment banking services.

Note 10. Recent Accounting Pronouncements
         --------------------------------

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities."  This
statement establishes accounting and reporting standards requiring that every
derivative instrument be recorded on the balance sheet as either an asset or
liability measured at fair value.  The statement also requires that changes in
the derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met.  In June 1999, the FASB issued
SFAS No. 137, which deferred the application of SFAS NO. 133 from fiscal years
beginning after June 15, 1999 to fiscal years beginning after June 15, 2000.
The application of SFAS No. 133 is not expected to have a material impact on
the Company's financial statement.


                                12

<PAGE>

COMPUTER ASSISTED LEARNING & INSTRUCTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________

Note 11. Subsequent Event
         ----------------

On December 15, 2000, the Company entered into an Agreement and Plan of
Reorganization (Reorganization Agreement).  This Reorganization Agreement was
executed on January 31, 2001 and was accounted for as a reverse merger with
Politics.com, Inc., a Delaware corporation incorporated in January 1997.  All
of the outstanding common stock of CALI was exchanged for 11,550,000 of common
stock of Politics.com, Inc (POCO).  The transaction, accounted for as a
reverse merger acquisition, resulted in the recapitalization of CALI;
inasmuch, as it was deemed to be the acquiring entity for accounting purposes.
Politics.com, Inc. then changed its name to English Language Learning and
Instruction System, Inc. (ELLIS).

In connection with the reverse merger, the 11,550,000 shares of common stock
of CALI were exchanged at a rate of one share of CALI for one share of POCO.

Note 12. Restatement of Previously Issued Financial Statements
         -----------------------------------------------------

In the process of terminating the defined benefit plan (in 2001), it was
discovered that the net pension cost had not been accounted for correctly.
Accordingly, the financial statements for the year ended December 31, 1999
have been restated to correct the errors.  A synopsis of the restatement is as
follows:

                                                         As Previously
                                         Restated            Stated
                                        --------------- ----------------
Pension payable                         $            -  $       161,417
Retained earnings (deficit)                     29,365         (132,052)
Operating expenses                           1,974,450        2,083,179
Net income                                     311,141          149,724

This restatement increases the basic and fully-diluted earnings per share for
the year ended December 31, 1999 by $79.28.



<PAGE>







             PRO FORMA COMBINED FINANCIAL STATEMENTS
                    ENGLISH LANGUAGE LEARNING
                  AND INSTRUCTION SYSTEM, INC.
             (F/K/A POLITICS.COM, INC. AND COMPUTER
             ASSISTED LEARNING AND INSTRUCTION, INC.)
               AS OF DECEMBER 31, 2000 (UNAUDITED)


<PAGE>


      English Language Learning and Instruction System, Inc.
             (F/K/A Politics.com, Inc. and Computer
             Assisted Learning and Instruction, Inc.)
             Pro Forma Combined Financial Statements
                           (Unaudited)




The following unaudited pro forma combined balance sheet and statements of
income aggregate the audited balance sheet and statements of income of English
Language Learning and Instruction System, Inc. (a Delaware Corporation)
(ELLIS) as of December 31, 2000 and 1999, and the audited balance sheet and
statement of income of Computer Assisted Learning & Instruction, Inc. (a Utah
Corporation) (CALI) as of December 31, 2000 and 1999, giving effect to a
transaction which was completed on January 31, 2001, wherein ELLIS acquired
CALI (the "Acquisition").  The business combination is treated as a
recapitalization of CALI with ELLIS issuing common stock in exchange for all
of the issued and outstanding shares of CALI.  The following pro forma balance
sheet and statements of income used management assumptions as described in the
notes and the historical financial information available at December 31, 2000
and 1999.  Again, the format and amounts used in these pro forma financial
statements are based on those financial statements.

The pro forma combined balance sheet and statements of income should be read
in conjunction with the separate financial statements and related notes
thereto of ELLIS and CALI.  The pro forma combined financial statements are
not necessarily indicative of the combined balance sheet and statements of
income which might have existed for the period indicated or the results of
operations as they may be now or in the future.

<PAGE>
<TABLE>
<CAPTION>
<PAGE>
ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
(F/K/A Politics.com, Inc. and Computer Assisted Learning and Instruction, Inc.)
PRO FORMA COMBINED BALANCE SHEET
December 31, 2000
(Unaudited)
--------------------------------------------------------------------------------------
<S>                           <C>           <C>           <C>            <C>
                                                          Pro forma
                              CALI,         ELLIS,        Increase       Pro forma
                              Inc.          Inc.          (Decrease)     Combined
                              ------------- ------------- -------------- -------------
ASSETS                                                     (A)

Current Assets:
 Cash and cash equivalents    $     11,366  $        296  $        (296) $     11,366
 Accounts receivable             1,043,698             -              -     1,043,698
 Prepaid expense                    93,009             -              -        93,009
 Inventories                        45,478             -              -        45,478
 Current portion of deferred
   tax asset                         9,857             -              -         9,857
                              ------------- ------------- -------------- -------------

  Total current assets           1,204,308           296           (296)    1,204,308

Property, Plant and
  Equipment - net                  359,387        65,421        (65,421)      359,387

Other Assets                        34,043        37,750        (37,750)       34,043
                              ------------- ------------- -------------- -------------

   Total assets               $  1,597,738  $    103,467  $    (103,467) $  1,597,738
                              ============= ============= ============== =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable             $    219,757  $    727,817  $    (727,817) $    219,757
 Capital lease - current
   portion                               -        38,080        (38,080)            -
 Accrued expenses                   85,433       436,181       (436,181)       85,433
 Notes payable                           -     1,161,648     (1,161,648)            -
 Current income tax payable        343,966             -              -       343,966
 Current portion of
   deferred taxes                        -             -              -             -
                              ------------- ------------- -------------- -------------

   Total current liabilities       649,156     2,363,726      2,363,726       649,156

Capital Lease - noncurrent
  portion                                -        78,913        (78,913)            -

Deferred Income Taxes               15,571             -              -        15,571
                              ------------- ------------- -------------- -------------

   Total liabilities               664,727     2,442,639     (2,442,639)      664,727



Continued



The accompanying notes are an integral part of the combined pro forma
financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
(F/K/A Politics.com, Inc. and Computer Assisted Learning and Instruction, Inc.)
PRO FORMA COMBINED BALANCE SHEET
December 31, 2000
(Unaudited) - Continued
--------------------------------------------------------------------------------------
<S>                           <C>           <C>           <C>            <C>
                                                          Pro forma
                              CALI,         ELLIS,        Increase       Pro forma
                              Inc.          Inc.          (Decrease)     Combined
                              ------------- ------------- -------------- -------------
                                                             (A)
Stockholders' Equity:
 Preferred stock, $0.00001
  par value, 50,000,000 shares
  authorized,  none issued               -             -              -             -
 Common stock, $0.00001 par
  value, 20,000,000 shares
  authorized, 1,201,000 shares
  issued and outstanding                 -            12            (12)            -
 Common stock, no par value,
  20,000,000 shares authorized,
  11,550,000 shares issued and
  11,253,000 shares outstanding    462,451             -       (462,451)            -
 Common stock, $0.00001 par
  value, 20,000,000 shares
  authorized, 12,750,001 shares
  issued and outstanding                 -             -            128           128
 Treasury stock, 297,000 shares          -             -              -             -
 Additional paid-in capital              -     6,808,231     (6,345,908)      462,323
 Retained earnings                 470,560             -              -       470,560
 Deficit accumulated during
  development stage                      -    (9,147,415)     9,147,415             -
                              ------------- ------------- -------------- -------------
   Total stockholders'
    equity (deficit)               933,011    (2,339,172)     2,339,172       933,011
                              ------------- ------------- -------------- -------------
   Total liabilities and
    stockholders' equity
    (deficit)                 $  1,597,738  $    103,467  $    (103,467) $  1,597,738
                              ============= ============= ============== =============

The accompanying notes are an integral part of the combined pro forma
financial statements.



</TABLE>
<PAGE>
<TABLE>
<CAPTION>



ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
(F/K/A Politics.com, Inc. and Computer Assisted Learning & Instruction, Inc.)
PRO FORMA COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2000
(Unaudited)

--------------------------------------------------------------------------------------
<S>                           <C>           <C>           <C>            <C>
                                                          Pro forma
                              CALI,         ELLIS,        Increase       Pro forma
                              Inc.          Inc.          (Decrease)     Combined
                              ------------- ------------- -------------- -------------
                                                             (A)
Operating Revenues            $  3,845,113  $     13,384  $     (13,384) $  3,845,113

Operating Expenses:
 Direct operating costs          2,934,977             -              -     2,934,977
 Selling general and
   administrative                        -     2,646,761     (2,646,761)            -
 Website development                     -       215,010       (215,010)            -
 Depreciation                       64,794       111,479       (111,479)       64,794
                              ------------- ------------- -------------- -------------

   Total operating expenses      2,999,771     2,973,250     (2,973,250)    2,999,771
                              ------------- ------------- -------------- -------------

Operating Income (Loss)            845,342    (2,959,866)     2,959,866       845,342

Other Income (Expense)              19,471      (148,522)       148,522        19,471
                              ------------- ------------- -------------- -------------
Income (Loss) Before
 Income Taxes                      864,813    (3,108,388)     3,108,388       864,813

Income Tax Expense (Benefit):
 Current income tax expense        325,380             -              -       325,380
 Deferred income tax benefit        98,238             -              -        98,238
                              ------------- ------------- -------------- -------------
   Total income tax
    expense (benefit)              423,618             -              -       423,618
                              ------------- ------------- -------------- -------------

Net Income (Loss)             $    441,195  $ (3,108,388) $   3,108,388  $    441,195
                              ============= ============= ============== =============
Net Income Per Common Share -
 Basic and Fully Diluted                                                 $       0.03
                                                                         =============
Weighted Average Shares
 Outstanding                                                               12,750,000
                                                                         =============



The accompanying notes are an integral part of the combined pro forma
financial statements.

</TABLE>
<PAGE>

ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.
(F/K/A POLITICS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000
----------------------------------------------------------------------------

Politics.com, Inc. - On July 27, 1999, Loan Oak, Inc., a Delaware corporation
(Lone Oak), acquired all of the issued and outstanding common stock of
Politics.com, Inc., a Nevada corporation (Politics-Nevada).  The transaction
has been treated for accounting purposes as a reverse acquisition (purchase)
with Politics-Nevada being the acquirer and Lone Oak being the acquired
company.  As a result of the acquisition, Politics-Nevada became a
wholly-owned subsidiary of Lone Oak.  In connection with this transaction,
Lone Oak changed its name to Politics.com, Inc., a Delaware corporation.

Politics-Nevada was incorporated on March 23, 1999 in the State of Nevada.
Politics-Nevada is a development stage enterprise that intended to be a global
Internet media company, offering a branded network of information,
communication, entertainment, community and commerce services with a common
theme of politics.

Computer Assisted Learning & Instruction, Inc. - The Company was organized
under the laws of the State of Utah on January 1, 1994.  The Company was
formed for the purpose of, but not limited to, the development, marketing, and
support of English language training software.

(A) Pro forma Adjustments - On November 30, 2000, Politics.com, Inc.
established a wholly-owned subsidiary, New Politics.com, Inc. (a Nevada
corporation) (New Politics), and entered into an asset purchase agreement
whereby New Politics acquired from Politics.com, Inc. all of Politics.com,
Inc.'s assets and liabilities.  As consideration for acquiring the assets, New
Politics assumed complete and sole responsibility of and for all obligations
associated with the assets acquired.

The Company's ownership interest in New Politics was distributed to the
Company's stockholders by issuing one share of New Politics for every share of
the Company held by such stockholders.  The "spin-off" was approved by the
Company's stockholders on January 31, 2001.

On December 15, 2000 Politics.com, Inc. entered into an Agreement and Plan of
Reorganization (the Reorganization Agreement) by and between Politics.com,
Inc. and Computer Assisted Learning & Instruction, Inc., a Utah corporation
(CALI).  The Reorganization Agreement contemplated a closing date of January
31, 2001.

Following the "spin-off", on January 31, 2001, under the terms of the
Reorganization Agreement, the shareholders of CALI exchanged 100% of the
outstanding common stock of CALI for 11,550,000 shares of Politics.com, Inc.
common stock, representing approximately 85.6 percent of the outstanding
common stock of Politics.com, Inc. and Politics.com, Inc. changed its name to
English Language Learning and Instruction System, Inc. (ELLIS).  The exchange
resulted in CALI's shareholders holding a larger portion of the voting rights
of Politics.com, Inc. than would be held after the merger by the persons who
were Politics.com, Inc. shareholders prior to the merger.  Accordingly, the
transaction was treated for accounting purposes as a reverse merger (purchase)
with CALI being the acquirer and Politics.com, Inc. being the acquired
company.  Consequently, the pro forma adjustment has been made to record the
"spin-off" of all assets, liabilities, and results of operations of
Politics.com, Inc. held by its subsidiary, New Politics.com, Inc.


                                6







ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

      There have been no changes in or disagreements with our accountants.



                             PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

      The directors and executive officers of the Company, along with certain
biographical information is set forth below.  Each director was elected at a
special meeting of the Company's shareholders on January 31, 2001, and shall
serve until the Company's annual meeting of shareholders in 2002.

NAME               AGE     POSITION

Francis R. Otto     65     Founder, Chairman and Director

Timothy D. Otto     32     Chief Executive Officer, President and Director

Kimber B. Jensen    32     Chief Operations Officer and Director

Janet M. Otto       66     Director


      Francis R. Otto, Ph.D.  Dr. Otto is the Company's Founder, Chairman of
the Board and a Director of the Company.  He received a Bachelors of Arts in
Spanish from Baldwin-Wallace College, Berea, Ohio, in 1958.  Dr. Otto received
a Masters of Arts in Spanish Language and Literature in 1960 and a Ph.D. in
Educational Administration and Curriculum Development in 1966, both from the
University of Wisconsin.  Dr. Otto was a Professor of Linguistics at Ohio
State University from 1966 until 1973.  From 1973 until 1976, he was a
Professor of Linguistics at the University of the Americas, Puebla, Mexico.
He was a Professor of Linguistics at Brigham Young University, Provo, Utah,
from 1976 through 1990.  Dr. Otto has been an active advocate of
computer-assisted language instruction throughout his career.  He is a charter
member of TESOL (Teaching English as a Second Language).  In 1982, he founded
and served as Director of CALICO (Computer Assisted Learning and Instruction
Consortium), an international symposium research group devoted to applying
technology to language instruction.  He founded the Company in 1990.  Dr. Otto
is the father of five children and fluent in Spanish.  He is 65 years old.

      Timothy D. Otto.  Mr. Otto is the Chief Executive Officer, President and
a Director of the Company.  Mr. Otto has worked at the Company since its
inception in 1990.  Prior to joining the Company, Mr. Otto studied Business at
Brigham Young University in Provo, Utah.  He was the Company's Vice-President
of Marketing from 1992 until 1994.  From 1994 through 1996, he was the
Company's Vice-President and Chief Operations Officer, overseeing the
development and marketing of the Company's products.  Mr. Otto became the
Company's President in 1997, assuming responsibility for the Company's daily
operations at that time.  Since 1997, the Company's average annual sales have
increased by an average of one hundred and twelve percent (112%).  He became
the Company's Chief Executive Officer in 1998.  Mr. Otto speaks Spanish
fluently and is the father of two children.  He is 32 years old.

      Kimber B. Jensen.  Mr. Jensen is the Company's Vice-President and Chief
Operations Officer.  Mr. Jensen joined the Company in early 1997 as Director
of Development.  Prior to joining the Company, he worked for WordPerfect,
Novell, and was a senior consultant for Oracle.  Mr. Jensen's duties at Oracle
included designing a large-scale Internet application for the Department of
Defense.  During Mr. Jensen's first year as Director of Development, the
Company released twice as many products while shaving thirty-three percent
(33%) from development costs.  In 1998, Mr. Jensen became the Company's Chief
Operations Officer, and he continues to oversee the Company's software
development, accounting staff, divisional managers and consultants.  Mr.
Jensen received a B.A. in Economics from Brigham Young University in 1996.  He
is the father of two children and speaks Portuguese fluently.  He is 32 years
old.

      Janet M. Otto.  Ms. Otto is a Director of the Company.  She received a
Bachelor of Science from Baldwin-Wallace College, Berea, Ohio, in 1957.  Ms.
Otto has taught a variety of subjects in public schools, including English as
a Second Language.  She has served and continues to serve in several
capacities with various charitable organizations.  She is the mother of five
children, the spouse of Francis R. Otto and the mother of Timothy D. Otto.
She is 66 years of age.

      David Warnock.  Mr. Warnock has served as a Director of the Company
since January 2002.  Mr. Warnock is a founding member and managing partner of
Camden Partners, Inc. (fka Cahill, Warnock & Co. LLC), a private investment
management firm established in 1995.  Prior to founding Cahill, Warnock, Mr.
Warnock spent 12 years at T. Rowe Price Associates in a variety of investment
management positions.  Mr. Warnock also serves as a director of Blue Rhino,
Corp., Children's Comprehensive Services, Inc., Environmental Safeguards,
Inc., Concorde Career Colleges, Inc., Touchstone Applied Science Technologies,
Inc.  He is 43 years of age.



ITEM 10.   EXECUTIVE COMPENSATION

      Neither Howard R. Baer, the Company's former President and Chief
Executive Officer, nor Kevin C. Baer, the Company's former
Secretary/Treasurer, or any other officer or director of the Company received
any compensation from the Company during the fiscal year ended December 31,
2000.

       The table below sets forth the compensation paid by Computer Assisted
Learning and Instruction, Inc. to Timothy D. Otto and Kimber B. Jensen for the
fiscal years ended December 31, 1999 and December 31, 2000.  The only
compensation paid by CALI was in the form of salary and bonus.  No other type
of compensation was paid.

Timothy D. Otto         1999      Salary:  $71,875
                        1999      Bonus:   $47,081

                        2000      Salary:  $80,000
                        2000      Bonus:   $58,799

Kimber B. Jensen        1999      Salary:  $63,333
                        1999      Bonus:   $23,541

                        2000      Salary:  $70,000
                        2000      Bonus:   $31,638


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth as of January 11, 2002 certain
information with respect to beneficial ownership of the Company's Common Stock
by: (i) each person known by the Company to beneficially more than 5% of the
Company's Common Stock; (ii) each of the Company's directors, (iii) each of
the executive officers of the Company; and (iv) all directors and executive
officers as a group. This information is based upon information received from
or on behalf of the named individual.  Unless otherwise noted, each person
identified possesses sole voting and investment power over the shares listed.
None of the persons named below hold any options exercisable within 60 days.

Name of                               Amount of Nature      Percent of Class
Beneficial Owner                      Beneficial Ownership

Francis R. Otto (1)                      9,221,000             53.0%

Timothy D. Otto (2)                      1,155,000              6.6%

Kimber B. Jensen (3)                       577,500              3.3%

Janet M. Otto (1)                        9,221,000             53.0%

David Warnock (4)                        1,500,000              8.6%

Camden Partners Strategic
Fund II-A, L.P. (5)(6)                   1,416,000              8.1%

Camden Partners Strategic
Fund II-B, L.P. (6)(7)                      84,000              0.5%

All directors and                       10,953,500             75.8%
executive officers as a group
____________

(1) Includes shares owned by Francis R. Otto and Janet M. Otto as joint
tenants.  Also includes shares owned in a family limited partnership over
which Francis R. Otto and Janet M. Otto maintain voting control.

(2) Includes shares owned in a family limited partnership over which Timothy
D. Otto maintains voting control.

(3) Includes shares owned in a family limited partnership over which Kimber B
Jensen maintains voting control.

(4) Mr. Warnock is the managing partner of Camden Partners, Inc., the general
partner of each of Camden Partners Strategic Fund II-A, L.P. and Camden
Partners Strategic Fund II-B, L.P.  Mr. Warnock disclaims any personal
beneficial ownership of such shares.

(5) Includes 472,000 shares of common stock and 944,000 shares of Series A
Preferred Stock convertible into common stock on one for one basis.

(6) All of the Company's securities owned by Camden entities are under the
common control of Camden Partners Strategic II, LLC.

(7) Includes 28,000 shares of common stock and 56,000 shares of Series A
Preferred Stock convertible into common stock on one for one basis.


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

      Exhibits


EXHIBIT NO.                    DESCRIPTION

2.1    Agreement and Plan of Reorganization by and among Politics.com, Inc.
       And Computer Assisted Learning and Instruction, Inc. (2)

3.1    Amended and Restated Certificate of Incorporation. (2)

3.2    Amended and Restated Bylaws. (2)

10.1   Leases for 3520 North University Avenue, Provo, Utah 84604. (2)

10.2   1999 Combination Stock Option Plan, filed as Exhibit 6.3 to the
       Company's Form 10-SB. (2)

10.3   Form of Non-Qualified Stock Option Agreement, filed as Exhibit
       6.5 to the Company's Form 10-SB. (2)

10.4   Form of Incentive Stock Option Agreement, filed as Exhibit 6.6
       to the Company's Form 10-SB. (2)

10.5   Stockholders Agreement dated September 20, 2001 between the Company and
       certain stockholders. (2)

10.6   Registration Rights Agreement dated September 20, 2001 between the
       Company and certain stockholders. (2)

10.7   Employment Agreement dated September 19, 2001 between the Company and
       Timothy D. Otto. (2)

10.8   Employment Agreement dated September 19, 2001 between the Company and
       Kimber Jensen. (2)

10.9   Employment Agreement dated September 19, 2001 between the Company and
       John Bodine. (2)

10.10  Non-Disclosure, Intellectual Property and Non-Competition Agreement
       dated September 18, between the Company and Dr. Frank Otto.(2)

                         ---------------
(1)    Filed herewith.

(2)    In accordance with Rule 12b-32 under the Securities Exchange Act of
       1934, as amended, reference is made to the documents previously filed
       with the Securities and Exchange Commission, which documents are hereby
       incorporated by reference.


     (b)  Reports on Form 8-K

     The Company did not file any current reports on Form 8-K during the
fourth quarter ended December 31, 2000.


                            SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                             ENGLISH LANGUAGE LEARNING AND INSTRUCTION
                             SYSTEM, INC. (FORMERLY POLITICS.COM, INC.)



DATE: NOVEMBER 14, 2002       BY:/s/ DAVID M. REES
                                ----------------------------
                              By: DAVID M. REES
                              CHIEF EXECUTIVE OFFICER,
                              PRESIDENT AND DIRECTOR

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report on Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities indicated.


SIGNATURE                            TITLE                          DATE




/S/ David M. Rees
_____________________________    Chief Executive Officer     November 14,2002
David M. Rees                    President and Director



/S/ Dennis R. Hanks
_____________________________    Vice President of           November 14, 2002
Dennis R. Hanks                  Finance



            PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, David M. Rees, certify that:

1.  I have reviewed this amended annual report on Form 10-KSB of English
Language Learning and Instruction System, Inc.;

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

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

Date: November 14, 2002

By: /s/ David M. Rees
   ---------------------------------
   David M. Rees
   Principal Executive Officer


            PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Dennis Hanks, certify that:

1.  I have reviewed this amended annual report on Form 10-KSB of English
Language Learning and Instruction System, Inc.;

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

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

Date:  November 14, 2002

By: /s/ Dennis R. Hanks
   ---------------------------------
   Dennis R. Hanks
   Principal Financial Officer