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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

      Annual Report Pursuant to Section 13 or 15(d) of the Securities and
                              Exchange Act of 1934
                   For the Fiscal Year Ended February 29, 2000

                                DENMANS.COM, INC.
                 (Name of Small Business Issuer in its Charter)

            Colorado                                     E.I.N. 91-2015608
----------------------------------------               ---------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification No.)


Suite 1620 - 1140 West Pender Street                          V6E 4G1
Vancouver, British Columbia
----------------------------------------               ---------------------
(Address of Principal Executive Offices)                     (Zip code)


Registrant's telephone number, including area code  (604) 684-7804

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

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


                    Title of each class to be so registered:

                                  COMMON STOCK
                              ---------------------

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

Yes [X]     No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendments to this Form 10-KSB

Check [X]

As at February 29, 2000, there were 11,000,000 shares of the company's common
stock ($.001 par value) outstanding.

Transitional Small Business Disclosure Format (check one)

Yes [ ]     No [X]



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PART I


Statements contained in the annual report that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties, which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in filings
with the Securities and Exchange Commission, including without limitation in
Item 1. "DESCRIPTION OF BUSINESS" and Item 6. "MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION" below.


ITEM 1. DESCRIPTION OF BUSINESS


A.  BUSINESS DEVELOPMENT

                                DENMANS.COM, INC.

denmans.com, Inc. (the "Company") was incorporated in January 1999 in the state
Colorado as IDS Internet Distribution Systems Inc. For marketing, branding and
promotional reasons, the Company changed its name in July 1999 to denmans.com,
Inc. The Company has developed an electronic website (www.denmans.com) for the
purpose of retailing jewelry and jewelry related products to the public in
established markets.


                       DENMANS.COM, INC. CORPORATE HISTORY

In January 1999, the Company filed its Articles of Incorporation with the
Secretary of State of Colorado as IDS Internet Distribution Systems Inc., in
which, among other things, the Board of Directors was elected as follows: Mark
N. Dohlen, Douglas N. Bolen, Kurt S. Dohlen and Terry G. Bowering. The
authorized capital of the Company consists of 100,000,000 Common Shares and
50,000,000 Preferred Shares. On January 7, 1999, the Directors, by way of



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Organizational Consent of the Directors of the Company, accepted the stock
subscriptions and payment for the number of shares issued to the individuals
referred to above at a price of $0.001 per share. In addition, the Directors
appointed Mark N. Dohlen to the office of President, Douglas N. Bolen to the
office of Secretary and Kurt S. Dohlen to the office of Chief Operating Officer.

On February 10, 1999, the Company accepted subscription agreements from nine
entities to acquire securities of the Company pursuant to a Rule 504 offering
under Regulation D. The Board authorized the Company to proceed with the sale of
its shares pursuant to the subscriptions received for the sale of 4,500,000
Common Shares at a price of $0.001 per Common Share. Pacific Stock Transfer
Company was appointed as the Transfer Agent of the Common Shares of the Company.

In March 1999, Denmans Jewelry (USA) Inc. was incorporated as IDS Jewelry (USA)
Inc. in the State of Nevada, which now acts as the operating company for all USA
based business activities of the Company.

In March, 1999, Denmans Jewelry (Canada) Inc. was incorporated as IDS Jewelry
(Canada) Inc. in British Columbia, Canada which now acts as the operating
company for all Canada based business activities of the Company.

On May 15, 1999, a Board of Directors Meeting was held at which the number of
the Board members was increased to five and the following additional member was
elected to the Board: Dr. Drew C. Parker.

On July 23, 1999, by way of Shareholders' Consent, the name of the Company was
changed from IDS Internet Distribution Systems Inc. to Denmans.com, Inc. to
further Management's plans in respect of marketing. On July 28, 1999, by way of
Shareholders' Consent, the name of the U.S. subsidiary was changed from IDS
Jewelry (USA) Inc. to Denmans Jewelry (USA) Inc. On August 1, 1999, by way of
Shareholders' Consent, the name of the Canadian subsidiary was changed from IDS
Jewelry (Canada) Inc. to Denmans Jewelry (Canada) Inc.

On August 20, 1999 the Board of Directors accepted the resignation of Mark N.
Dohlen from the positions of Chairman of the Board of Directors, President and
Director. On the same day, the Board of Directors appointed Kurt S. Dohlen to
the offices of President and Chairman of the Board.

On August 31, 1999, the Company filed a Registration Statement on Form 10-SB
with the United States Securities and Exchange Commission to register the
Company's issued and outstanding Common Stock. This registration statement was
cleared by the SEC and became effective on October 31, 1999.



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In November 1999, the Company's Sponsoring Market Maker filed a Form 211
Application to the National Association of Securities Dealers ("NASD") for a
trading symbol to permit the Company's stock to be publicly traded on the NASD
Over-the-Counter Bulletin Board Service. Said Application is still pending.


B.     BUSINESS OF THE ISSUER

Denmans Jewelry (USA) Inc. ("Denmans USA") was incorporated in March 1999 as IDS
Jewelry (USA) Inc. and is based in Nevada, USA. Denmans USA is a wholly owned
subsidiary of the Company and acts as the operating entity for the Company's
business in the USA. Denmans Jewelry (Canada) Inc. ("Denmans Canada"), was
incorporated as IDS Jewelry (Canada) Inc. in Vancouver, British Columbia, Canada
is a wholly owned subsidiary of the Company and acts as the operating entity for
the Company's business in Canada. Management is in the final stages of
incorporating Denmans Jewelry (Europe) S.R.L., a wholly owned subsidiary located
in Milan, Italy. The Company, through its wholly owned subsidiaries, has
established itself as an on-line retailer of jewelry and jewelry related
products. The Company has opened its first distribution center in Los Angeles
and intends to open its second such center in Milan before the end of 2000. Its
early entry into the on-line jewelry products retailing industry is expected to
help the Company gain a well-recognized brand and a large customer base. The
Company's mission is to combine the advantages of online commerce with a
superior customer focus in order to be the authoritative source for jewelry and
jewelry related products.

The Company's online store offers a broad selection, informative content, easy
to use navigation and search capabilities, a high level of customer service,
competitive pricing and personalized merchandising and recommendations. With the
intention to make available up to 250,000 items, the Company will provide a
selection of readily available products that is 20 to 50 times that of a
typical, store-based, jewelry products retailer. The Company's store is open 24
hours a day, seven days a week and offers its customers convenient and timely
product fulfillment, including an overnight delivery option.

The Company has implemented a broad array of scalable site management, search,
customer interaction and distribution services systems that can be used to
display products, process customer orders and payments. These proposed services
and systems use a combination of commercially available, licensed technologies,
which are being customized and integrated to provide the platform for the online
store. In phase one of the plan, the Company originally entered into an
agreement with Webcast Systems Inc., a Vancouver based software developer
whereby the Company obtained consulting, programming, service and support in
respect of the development stage and initial hosting of its online store. In
phase two, software, storefront development and ongoing support for the design
and implementation of post development stage business tools, was contracted to
Ionysys Technology Corporation. Management believes that the software has the
capacity to facilitate every aspect of the Company's plans in respect of the
store, including order taking, confirmation of orders, organize, place and
manage orders with suppliers, manage shipment of products to customers, credit
card processing, order fulfillment, distribution, data collection, accounting
and the provision of information of users.



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PRODUCTS AND SERVICES

The Company's mission is to be a leading Web-based retailer focused exclusively
on jewelry and jewelry related products. By combining expertise in jewelry and
jewelry related products and a commitment to excellent customer service with the
benefits of Internet retailing, the Company delivers a unique shopping
experience to consumers. The Company's initial product focus has been on fine
jewelry. Going forward, Denmans' goal is to become a leading online retailer of
fine jewelry related products, such as watches and pens. The Company anticipates
being able to carry approximately 250,000 jewelry items. Management believes
that jewelry and jewelry related products are well suited for online commerce
given brand recognition, generally high average sales prices and relatively low
average distribution and shipping costs.


The key components of the denmans.com customer experience include:

     o   EXTENSIVE PRODUCT SELECTION. The Company offers an extensive variety of
         jewelry and jewelry related products, with a view to offering one of
         the largest selections of jewelry available on the Internet.

     o   COMPELLING CONTENT AND DETAILED PRODUCT INFORMATION. The Web site was
         designed to include significant content and detailed product
         information, such as displaying over 250,000 product photos, specific
         product information and key messages. Management has employed numerous
         specialists to provide a convenient and enjoyable shopping experience
         and to help customers make informed purchasing decisions.

     o   COMPETITIVE PRICES AND COMPELLING VALUE. Compared to traditional
         store-based retail competitors, management believes that the cost
         structure will be lower. As a result, management offers customers
         products at competitive prices and, combined with a high-quality
         shopping experience, provides compelling value.



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     o   COMMITMENT TO EXCELLENT CUSTOMER SERVICE. When it comes to jewelry and
         jewelry related products consumers expect the highest level of
         personalized customer service. As Denmans is committed to superior
         customer service, the Company provides trained customer service
         representatives, extended warranties, gift-wrapping and a generous
         return policy.


     o   PERSONALIZED SHOPPING EXPERIENCE. Denmans provides a convenient and
         enjoyable shopping experience that addresses the dynamic needs of the
         jewelry products customer. These services are designed to help
         consumers search through the product offerings and make informed
         selections. The services include:

         o   Search Capability. The site offers search capabilities making it
             easy for customers to find products on the site. Key search
             criteria include brand, price, keyword, features, occasion and
             other criteria. In addition, customers may conduct targeted
             searches, browse among top selling items and other featured items,
             read reviews, view products, register for personal communications,
             including personalized special occasion reminders, and participate
             in in-store promotions and contests.

         o   Real-Time Customer Interaction. The Company intends to allow
             customers to use real-time, online customer interaction software,
             through which a customer service representative is able to answer
             specific questions about products and services. This feature is
             intended to allow customers shopping from home with just one phone
             line to communicate in real-time with a customer service
             representative without losing their Internet connection and leaving
             the online store.

         o   Availability Notification. Because the business model does not
             contemplate carrying inventory, the Company is in constant contact
             with its suppliers. In this way, when a customer places an order,
             the customer can be advised immediately of the availability of the
             item selected and the anticipated shipping time for the item.

         o   Price Alert. The customers can ask to be notified by e-mail if the
             price for a product changes and customers can also specify a
             desired target price and ask to be notified by e-mail if the
             product reaches that target price.

         o   Occasion Alert. The Company plans to make a registration form
             available to customer, into which they can input important dates
             like birthdays, anniversaries, graduations, and the like so that
             the online store will automatically notify the customer in advance
             of such dates that they are quickly arriving. The Company also
             anticipates being able to make gift suggestions at this time, all
             of which will be done via e-mail.



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         o   Gifts and wish List: Denmans provides a variety of gift suggestions
             and feature product suggestions for specific holidays. The online
             store is also intended to provide a wish list service that
             customers can use to provide friends and relatives with gift ideas
             by e-mail. Customers buying gifts are intended to be able to choose
             among a variety of gift-wrap styles at the time of order. The
             online store is intended to be able to facilitate the purchase of
             gift certificates, which may then be electronically given away as
             gifts via e-mail.

             o   Shopping Hours. The online store provides consumers the
                 opportunity to shop from their homes, offices or other
                 locations 24 hours a day, seven days a week.



     o   GEOGRAPHIC COVERAGE. By selling online, the online store is able to
         offer an extensive selection of products throughout the U.S. and will
         be able to offer an extensive selection of products worldwide, where
         the products might not otherwise be available.

     o   MULTILINGUAL CAPABILITIES. The Company believes that international
         markets will represent a significant portion of the Company's future
         sales since many products offered by the Company are not otherwise
         available in these markets. Based on the data referred to below,
         management believes that a significant market opportunity exists
         outside of the U.S. As such, the Company intends to introduce Spanish,
         French, German, Italian, Portuguese, Chinese and Japanese language
         versions of its proposed Web sites that contain translation of account
         registration and ordering instructions, and supports its international
         sales efforts with customer service representatives fluent in these
         languages. The Company intends to introduce additional foreign language
         versions in the future.


STRATEGIC OVERVIEW

The Company's objective is to be one of the leading online retailers of jewelry
and jewelry related products. Key elements of management's strategy include:

     o   FOCUS ON THE JEWELRY MARKET. Management will aggressively capitalize on
         product opportunities in order to create a leading online market
         position in jewelry products, and thereby become the primary
         destination for consumers to purchase jewelry and jewelry related
         products. The objective is to grow the Company's market position and
         expand its customer base through superior execution and strong
         relationships with leading manufacturers, distributors and suppliers.



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     o   CONSTANTLY EXPAND PRODUCT LINES AND CATEGORIES. Management intends to
         enhance product offerings by expanding into additional jewelry related
         product categories that management believes present significant online
         market opportunities. Management believes that offering a broader
         selection of products will enable the Company to increase sales per
         customer visit, encourage repeat purchases and expand the customer
         base.

     o   BUILD DENMANS.COM EXPERIENCE AND BRAND. The company's mission is to
         establish a brand identity that will support the creation of an
         Internet jewelry community and provide leading manufacturers and
         distributors with a powerful new distribution channel consistent with
         their jewelry identities. Denmans' has focused the branding campaign on
         selection, convenience, value, trust and service.

     o   CREATE RELATIONSHIPS WITH LEADING JEWELRY MANUFACTURERS. Management's
         goal is to be the Internet retailer of choice for jewelry and jewelry
         related products. The Company is in the process of creating,
         maintaining and strengthening relationships with jewelry manufacturers
         and suppliers as it increases the number of products offered.

     o   PURSUE WAYS TO INCREASE SALES. Management intends to pursue new
         opportunities to develop sales by continually expanding into new
         product categories, increasing product selection, taking steps to add
         new customers and to promote repeat purchases. In addition, management
         intends to pursue international market opportunities, establish
         strategic alliances and acquire complementary businesses, products and
         technologies.

     o   OPERATIONAL AND SYSTEMS INFRASTRUCTURE. Management continues to devote
         substantial resources to developing and growing the systems and
         operational infrastructure to handle customer volume, enhance service
         offerings and take advantage of the unique characteristics of online
         jewelry products retailing.


MERCHANDISING STRATEGY

Management believes that the breadth and depth of its proposed online store's
product selection, together with the flexibility of its proposed online store
and its range of helpful and useful shopping services, enable the Company to
pursue a unique merchandising strategy. Unlike store-based retail formats, the
Company's online store provides significant flexibility with regard to the
organization and presentation of product selection. To encourage purchases,
management features various products on a rotating basis throughout the store
and continually updates the online recommendations. Management actively creates
and maintains pages that are designed to highlight a wide range of product
offerings and brands.



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The following are examples of some of the Company's expected specific
merchandising strategies.

     o   ONLINE BOUTIQUES. In partnership with major jewelry brands and/or
         designers, the Company has dedicated pages that communicate a brand or
         designer's marketing message. These pages are intended to detail the
         history, product features, quality statements and other key messages.
         In this way, the store is able to provide more consistent and
         comprehensive information for more products to the customer than a
         sales representative in a traditional retail store is able to
         communicate.

     o   JEWELRY BOX. It is intended that, as customers shop and find items of
         interest, they will be able to move such items into a special area of
         the online store called the "jewelry box" where the item or items
         selected by the customers can be viewed at a later date and items may
         be added or removed from the jewelry box at any time. With this
         feature, it is intended that customers can shop on one occasion and
         return on another occasion to review the items placed in their
         individual jewelry box and make purchases accordingly.

     o   FEATURED PRODUCTS. Management frequently gives a product prominent
         placement on the site, describes its key features and potentially
         highlights it as either a "great value", a "gift to give" or as
         "perfect for the special occasion". Products that receive this
         merchandising focus are expected to generally receive a boost in sales.

     o   PRODUCT BUNDLING. To promote multiple purchases or higher value items,
         management intends to offer bundling promotions, such as offering a
         free gift with purchase or just simply making a suggestion that
         specific items go well together.

     o   SPECIAL PROMOTIONS. Management has already and intends to continue to
         offer certain products on promotion and provide special pricing. The
         technological advantages of online retailing, compared to traditional
         store-based retailing, are expected to allow the Company to adjust
         promotions rapidly to promote targeted sales.



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MARKETING AND PROMOTION STRATEGY

Management is developing a marketing and promotion strategy to build the
denmans.com brand, increase customer traffic, promote the sales of new products,
maximize repeat purchases and build strong customer loyalty. The Company's
marketing and promotional activities are designed to primarily target a customer
demographic that is more likely to buy denmans.com's jewelry and jewelry related
products. These activities include online and offline advertising, strategic
online alliances, an affiliate program as well as an opt-in e-mail program.


ONLINE ADVERTISING. Although no contracts have been finalized in the
following areas, management is currently negotiating to obtain banner
advertisement agreements with major Internet content and service providers, and
targeted jewelry related sites. Management is in the process of partnering with
other major online portals, Internet service providers and luxury and premium
market-related Web sites to build the brand and increase the Company's Internet
presence.


STRATEGIC ALLIANCES The Company is pursuing and developing strategic alliances
with search engine portals, target-specific sites and shopping portals. The
scope of these relationships is broadly defined as providing Denmans with a
preferred position and cost benefits in a variety of areas such as marketing
opportunities, content integration, presence in the commerce sections, potential
revenue sharing plus any additional added value. On April 10, 2000, the Company
entered into an agreement with Women.com networks. Under the terms of the
agreement, Women.com networks will provide various marketing and advertising
services in exchange for $1 million, which will be payable in twelve equal
installments within sixty days of the completion of the services.


AFFILIATE PROGRAM The Company has established an affiliate program through
BeFree. Under the proposed affiliate program, the Company pays registered
affiliates referral fees for sales generated via their links to the Company's
Web site.


OPT-IN MARKETING. As the customer base grows, management intends to collect
significant data about the Company's customers' buying preferences and habits in
an effort to increase repeat purchases. Management intends to maximize the value
of this information by delivering meaningful information and special offers to
customers via e-mail and other means. In addition, management intends to publish
a free online newsletter delivered by e-mail to subscribers in which will be
highlighted important developments, special promotions, jewelry related
information and special occasions for which purchases from the store would be
appropriate.



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FULFILLMENT OPERATIONS

Purchases. Once an item has been selected, customers can simply click to add
products (including, advance orders of yet-to-be released products) to their
virtual shopping bag. Customers can add and remove products from their shopping
bag as they browse, prior to making a final purchase. The "shopping bag" page
displays each item that has been placed in the bag, including title, price and
any applicable discount. To execute orders, customers click on the "Buy" button
and are prompted to select shipping and payment methods online or by e-mail,
facsimile or telephone. It is intended that customers may also be able to add
products, which they may wish to purchase on future visits to their "shopping
bag", a special section where items may be stored for customer review at a later
date.

Payment. In paying for orders, customers can use all major credit cards, bank
transfers, personal checks or money orders. For convenience, the Company intends
to enable customers to store credit card information on the Company's secure
server, thereby avoiding the need to re-enter this information when making
future purchases. The Company intends to offer a variety of shipping options,
including overnight delivery. The Company automatically confirms each order by
e-mail within minutes after the order is placed and subsequently confirms
shipment of each order by e-mail.

Distribution and Fulfillment. All of the Company's jewelry products are owned
and held by outside vendors and shipped directly from these vendors to
customers. The breadth of the inventory maintained by these vendors provides the
Company with the ability to maintain high order fill rates. Denmans.com updates
its site daily with inventory information received from its vendors, which
enables customers to check the availability of products before ordering. The
Company electronically transmits orders to its outside vendors up to once daily.
Orders are shipped by these vendors using a Denmans.com box, label and invoice,
in most cases within 24 hours after an order is placed with the Company. A
customer's credit card may be charged once an order is shipped.

The Company obtains its products from brand name suppliers and a diverse network
of distributors, manufacturers, brokers and wholesalers. To date, Denmans has
secured the supply of jewelry from approximately twenty-three suppliers. All
arrangements made to date with suppliers contemplate supply, distribution and
fulfillment of the respective products. Management's efforts are ongoing to
expand the number of direct relationships with manufacturers, suppliers,
brokers, distributors and wholesalers in all the product categories.



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MARKET OVERVIEW

                   GROWTH OF THE INTERNET AND ONLINE COMMERCE

The Internet is the largest and most widely used computer network in the world
and provides access to an incredible volume of information and data. Management
of the Company believes that hundreds of billions of private and public dollars
will be invested over the next decade to weave together the global information
systems, including the hardware and software necessary to navigate the Internet.

Internet usage and online commerce continue to grow worldwide. International
Data Corporation, or IDC, estimates that there were 159 million Web users
worldwide at the end of 1998. IDC anticipates that number will grow to
approximately 510 million users by the end of 2003. IDC also estimates that
revenue generated worldwide from online commerce will exceed $1.3 trillion by
2003. This growth can be attributed to many factors, including, a large and
growing installed base of personal computers and other Internet-connected
devices in the workplace and home, advances in performance and speed of personal
computers and modems, improvements in network security, infrastructure and
bandwidth, easier and cheaper access to the Internet; and the rapidly expanding
availability of online content and commerce sites.

The growth in online commerce can also be attributed to a number of advantages
the Internet provides to online retailers. Online retailers can display a larger
number of products at a lower cost than traditional store-based or catalog
retailers. In addition, online retailers can rapidly adjust their selections,
pricing and editorial content, providing significant merchandising flexibility.
Online retailers also benefit from the minimal cost to publish on the Web, the
ability to reach a large group of customers from a central location, and the
potential for low-cost customer interaction. Unlike traditional retail channels,
online retailers do not have the cost of managing and maintaining a retail store
infrastructure or the significant printing and mailing costs of catalogs. Online
retailers can also easily obtain demographic and behavioral data about
customers, increasing opportunities for direct marketing and personalized
services.



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                       TRADITIONAL JEWELRY PRODUCTS MARKET

The jewelry products market includes a broad selection of product
categories, including rings, necklaces, pendants, bracelets, earrings, pins,
watches, accessories and loose gems. Based on data from The World Gold Council,
US sales of gold products in 1998 amounted to approximately 60 billion dollars.
The Wall Street Journal, Friday April 16, 1999 published an article in which the
author estimated that the worldwide diamond industry generated approximately 50
billion dollars in 1998 and The International Colored Gemstone Association
reports worldwide sales of gemstones in 1996 to be approximately 10 billion
dollars. International Data Corporation reports approximately 6 billion dollars
in total worldwide retail sales in 1998 of mid-range to high-end watches, which
typically have retail prices ranging from approximately $75 to more than $5,000.
The Movado Group Inc., a premiere manufacturer of fine watches estimates the
watch industry worldwide generates approximately 13 billion dollars annually.
Forrester Research predicts that Internet sales of fine jewelry will reach $925
million USD by 2003. Management believes that these jewelry product categories,
along with those for which no statistics have been firmly assessed, represent
significant online commerce opportunities.


                TRADITIONAL RETAIL CHANNELS FOR JEWELRY PRODUCTS

Management believes that the traditional retailers for jewelry and jewelry
related products in the United States today can be grouped as follows:

     1.  High-end department stores and jewelry stores often strive to provide a
         high level of customer service and a knowledgeable sales staff, but
         typically offer a limited selection of mid-range to high-end products;

     2.  National department stores tend to carry broad selections of low-end to
         mid-range products from brands that are complementary to the stores'
         other offerings, but typically offer limited product-specific customer
         service;

     3.  Specialty and single brand stores are retail locations that carry a
         broad selection of specific product categories, but are limited to the
         geographic region in which the few physical stores are located; and

     4.  Boutiques are small stores often located in malls that generally carry
         a selection of the latest trends in lower-priced, fashion products and
         accessories.


COMPETITIVE ENVIRONMENT

The online commerce market is new, rapidly evolving and intensely competitive.
Management expects to face stiff competition in every product category that the
online store offers. Barriers to entry are minimal, and current and new
competitors can launch new Web sites at a relatively low cost.



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Management potentially will compete with a variety of competitors, including the
following:

     1.  traditional retailers of jewelry and jewelry related products, which
         may compete with both an online and offline presence, including
         high-end department stores, jewelers, jewelry boutiques and national
         department stores;

     2.  manufacturers of jewelry products that decide to sell directly to
         end-customers, either through physical retail outlets or through an
         online store;

     3.  other online retailers of jewelry and jewelry related products,
         including online service providers that feature shopping services; and

     4.  catalog, direct mail and multi level marketing retailers of jewelry and
         jewelry related products.

Management believes that the following are the principal competitive factors in
the Company's market:

     o   brand recognition;
     o   selection;
     o   convenience;
     o   order delivery performance;
     o   customer service;
     o   site features and content; and
     o   price.


EMPLOYEES

The Company, including its subsidiaries, employs 32 full time persons. The
majority of these individuals either develop and implement marketing initiatives
for the Company, create the content for the website for display on the computer
accessible medium known commonly as the Internet, pursue alliances with
manufacturers of jewelry related products for sale on the website, or develop
alliances with other jewelry related websites which are intended to allow the
Company's website to be linked to such websites for the purpose of driving
Internet traffic to the website.



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ITEM 2.  DESCRIPTION OF PROPERTY

The company occupies 3,966 square feet of commercial space at 1140 West Pender
Street, Vancouver, British Columbia. This facility houses the majority of
operations including production, technical, marketing and administration for
Denmans Jewelry Canada Inc. and Denmans Jewelry USA Inc.

The terms of the Pender Street commercial lease are as follows: The Company
leases 3,966 square feet through to February 28, 2002 (24 months) at an annual
rent of $66,672 USD. The Company has obtained an insurance policy as is required
by the terms of the lease.

Denmans Jewelry USA Inc. occupies 1,202 square feet of commercial space at the
International Jewelry Center, 550 South Hill Street, Los Angeles, California.
This facility houses the company's product sourcing, fulfillment and
distribution operations and is strategically located in the heart of the Los
Angeles international jewelry district.

The terms of the Hill Street commercial lease are as follows: The company leases
1,202 square feet on a month to month basis at an annual rent of $30,288 USD.
The Company has obtained an insurance policy as is required by the terms of the
lease.


ITEM 3.  LEGAL PROCEEDINGS

The company is not a party to any pending legal proceeding nor is its property
the subject of any pending legal proceeding.


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

There were no matters submitted to a vote of security holders for the fiscal
year covered by this report.



PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public trading market for the common equity shares of the Company.
If the Company successfully obtains a listing, as is presently sought, the
common equity shares will be listed upon the OTC Bulletin Board Service.

As of February 29, 2000, 2,450,000 shares were reserved for issuance pursuant to
the exercise of options, 1,200,000 from the 1999 non-qualified employee stock
option plan and 1,250,000 from the 2000 non-qualified employee stock option
plan. As of February 29, 2000, 925,000 options were available to be granted.



<PAGE>

As of February 29, 2000, there are no shares of the Company's Common Stock
subject to outstanding warrants to purchase or securities convertible into the
Common Stock of the Company.

The number of shares eligible for trading will be all of the Common Stock except
that which is owned by management of the Company. The management of the Company
currently owns an aggregate of 6,500,000 shares which can be sold only in
compliance with Rule 144.

There have been no cash dividends declared since the inception of the Company or
its subsidiaries. There are no restrictions that would limit the ability to pay
dividends on common equity or that are likely to do so in the future.


ITEM 6.  MANAGEMENT DISCUSSION AND ANALYSIS

The Company launched its principal Website during December 1999. The Company has
begun to derive its revenues mainly from the sale of jewelry and jewelry related
products via the Internet. Secondary revenues are intended to be generated
through major sponsorships on the Company's website and the sale of advertising
on its Website although no steps have been taken by the Company in these
regards.

The Company has been funded to date through debt financing from private arm's
length lenders. The sum of $2,000,000 US was received by the Company for the
period from incorporation on January 6, 1999 to February 29, 2000 pursuant to
notes payable to DGD Wealth Management and Eagle Harbour Management.

The Company has secured an additional $4,000,000 US through debt financing,
which combined with revenues from sales, will enable the Company to meet its
operating and capital obligations for the next twelve to fourteen months.


                              RESULTS OF OPERATIONS

The following tables set forth selected information from the statements of
operations for the year ended February 29, 2000, for the period from
incorporation on January 6, 1999 to February 28, 1999, and for the period from
incorporation on January 6, 1999 to February 29, 2000 and the Balance Sheets as
at February 29, 2000 and February 28, 1999.



<PAGE>

SELECTED STATEMENT OF OPERATIONS INFORMATION

                                                   For the Period      For the
                                                        from        Period from
                                                    incorporation  incorporation
                                       For the      on January 6,  on January 6,
                                      Year Ended       1999 to        1999 to
                                      February 29,   February 28,   February 29,
                                         2000           1999           2000
                                      ------------------------------------------
Sales                                    106,819              -         106,819
Gross Profit                               1,742              -           1,742
Operating Expenses                     1,470,383         10,079       1,480,462
Net Loss                               1,468,641         10,079       1,478,720


SELECTED BALANCE SHEET DATA

                                                     February 29,   February 28,
                                                         2000           1999
                                                     ---------------------------
Working Capital                                         321,869          20,781
Total Assets                                            809,534          29,422
Long Term Debt                                        2,000,000          20,000
Deficit                                               1,478,720          10,079
Total Shareholders'equity (deficiency)                1,467,720             921


The Company's revenues increased $106,819 during the year ended February 29,
2000 compared to nil for the period from incorporation on January 6, 1999 to
February 28, 1999. This increase was driven by the availability of the company's
website to the public as of December 1999 and the subsequent sales of the
Company's products and services to consumers. $2,973 of the total revenue was
derived from interest earned on the average balances of the Company's principal
banking facilities. It is anticipated that the Internet will continue to become
more accessible and that the market opportunities for the Company will continue
to expand.

Gross profit for the year ended February 29, 2000 was $1,742 or 1.7% of Sales.
The gross profit percentage of 1.7% achieved by the Company for its first sales
for the year ended February 29, 2000 is much lower than anticipated due to costs
incurred during the start up phase of operations.

Operating expenses for the year ended February 29, 2000 amounted to $1,470,383
compared to $10,079 for the period from incorporation on January 6, 1999 to
February 28, 1999. The year ended February 29, 2000 represents the Company's
first full fiscal year of operating activity versus the period from
incorporation on January 6, 1999 to February 28, 1999 representing only
fifty-four days of operating activity. Operating expenses for the year ended
February 29, 2000 consist primarily of marketing and media expenditures
amounting to $619,554 with the balance mainly general and administrative
expenses.



<PAGE>

The Company's loss from operations for the year ended February 29, 2000 was
$1,468,461 compared to $10,079 for the period from incorporation on January 6,
1999 to February 28, 1999. The year ended February 29, 2000 represents the
Company's first full fiscal year of operating activity versus the period from
incorporation on January 6, 1999 to February 28, 1999 representing only
fifty-four days of operating activity.


LIQUIDITY AND CAPITAL RESOURCES

At February 29, 2000, the Company had $433,850 in cash compared to $29,282 at
February 28, 1999. The increase in the cash balance is due primarily to an
additional $1,980,000 in debt financing offset by an operating loss of
$1,468,641.

Working capital at February 29, 2000 has increased from $20,781 at February 28,
1999 to $321,869. Accounts Receivable increased to $28,098 compared to nil at
February 28, 1999. This increase is due mainly to the generation of revenues
from the sale of jewelry on the Company's website which launched in December
1999. Prepaid expenses and deposits increased by $137,035 at February 29, 2000
from $140 at February 28, 1999 due primarily to the Company's deposits on
account with several vendors in the United States. Accounts Payable and other
current liabilities increased from $8,501 at February 28, 1999 to $213,361 the
majority of which is comprised of trade and payroll related liabilities.

Net cash used in operating activities increased to $1,312,249 for the year ended
February 29, 2000 from $1,718 for the year ended February 28, 1999. This
increase is the result of the Company's first full fiscal year in operation
ending February 29,2000 versus the $1,718 used from the period from
incorporation on January 6, 1999 to February 28, 1999.

Cash used in investing activities for the year ending February 29, 2000 amounted
to $263,183 compared to nil for the period from incorporation on January 6, 1999
to February 28, 1999. The cash was used mainly to develop the Company's website
from which the Company will derive its primary source of revenue.

Cash provided by financing activities increased from $31,000 for the period from
incorporation on January 6, 1999 to February 28, 1999 to $1,980,000 for the year
ended February 29, 2000. This increase is the result of unsecured debt financing
from private arm's length lenders.



<PAGE>

OUTLOOK

The Company anticipates that revenues from sales will not initially meet
expenses and as such, the Company plans to continue to finance operations
through additional debt financing from arm's length private lenders until such
time as revenues from sale meet or exceed expenses.

Once achieved, the Company intends to begin repaying the private arm's length
lenders. In addition, the Company may raise additional money as is deemed
necessary by management through private placements of stock issued out of the
treasury of the Company to individuals or corporations who have expressed
interest in obtaining stock in the Company.


ITEM 7.  FINANCIAL STATEMENTS

Information with respect to this item is contained in the financial statements
appearing on Item 13 of this report. Such information is incorporated herein by
reference.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no disagreements on accounting and financial disclosures from
the inception of the Company through to the date of this Report.



PART III


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


                        DIRECTORS AND EXECUTIVE OFFICERS

Kurt S. Dohlen, BA - President, Chairman of the Board, Chief Operating Officer,
and Director.

Douglas N. Bolen, BA, LLB - Corporate Counsel, Secretary, and Director.

Dr. Drew Parker, BComm, MBA, PhD, ISP, Business Consultant and Director.

Terry G. Bowering, BAdmin, MBA, Director.



<PAGE>

KURT S. DOHLEN, 38, PRESIDENT, CHAIRMAN OF THE BOARD, CHIEF OPERATING OFFICER,
AND DIRECTOR

Employment History: Mr. Dohlen brings over 15 years of retail sales/marketing
and senior management experience. Mr. Dohlen has considerable experience in both
large corporations and entrepreneurial enterprises. Mr. Dohlen was General
Manager of Hill's Indian Crafts Limited, a private art dealer with six
locations, based in Vancouver, Canada from July 1990 to December 1997. >From
1997 to 1999, Mr. Dohlen was involved in self-directed studies in the areas of
business management with a focus on Internet Retailing. Mr. Dohlen received a
Bachelor of Arts from McGill University in Montreal, Canada.

Mr. Dohlen was appointed to the position of Director in January 1999 to serve
until his successor has been elected and qualifies.


DOUGLAS N. BOLEN, 34,  CORPORATE COUNSEL, SECRETARY AND DIRECTOR

Employment history: Mr. Bolen brings over ten years experience in
entrepreneurial enterprise. Mr. Bolen received a Bachelor of Arts from the
University of Regina, Saskatchewan and his Bachelor of Laws from the University
of Saskatchewan. Mr. Bolen is a member in good standing of the Law Society of
Saskatchewan, the Regina Bar Association and the Canadian Bar Association. From
1995 to 1999, Mr. Bolen articled and practiced law at Balfour Moss, Barristers
and Solicitors, a large Regina, Canada based law firm with a practice
concentration in the area of Corporate Commercial law. From 1992 to 1995, Mr.
Bolen was attending the College of Law at the University of Saskatchewan. Mr.
Bolen currently is a Director and officer of Net-Force Systems Inc., an Antigua
based corporation, which offers entertainment services via the Internet.

Mr. Bolen was appointed to the position of Director in January 1999 to serve
until his successor has been elected and qualifies.


DR. DREW PARKER, 42, BComm, MBA, PhD, ISP, BUSINESS CONSULTANT AND DIRECTOR

Employment history: Dr. Parker is an Associate Professor of Information
Technology in the Faculty of Business Administration at Simon Fraser University
in British Columbia. He has taught, delivered presentations and consulted
extensively in the Information Systems and Telecommunications area. He has
worked with Internet business issues for over a decade.

Dr. Parker received his Bachelor of Commerce and Masters in Business
Administration from the University of Calgary in Alberta and his Ph.D. from the
Ivey School of Business Administration at the University of Western Ontario.

Mr. Parker was appointed to the position of Director in May 1999 to serve until
his successor has been elected and qualifies.



<PAGE>

TERRY G. BOWERING, 39, BAdmin, MBA, DIRECTOR

Employment history: Mr. Bowering brings over fifteen years of experience in
business management. Mr. Bowering has considerable experience in both large
corporations and entrepreneurial enterprises and is qualified in the areas of
business development, finance, information systems, marketing, and sales.
Currently, Mr. Bowering is President and CEO of Net-Force Systems Inc., an
Antigua corporation providing entertainment services via the Internet. From
January 1998 to July 1999, Mr. Bowering was Vice President of Offshore
Operations for Starnet Communications International Inc., a Delaware
corporation, which is a fully reporting issuer on the NASD OTC:BB. Mr. Bowering
was a financial analyst with the Asset Management Group Dept. of Crown Life
Insurance, in Regina, from May 1992 to June 1996. From 1996 to 1998, Mr.
Bowering worked as an investment advisor with Levesque Securities Inc., a major
Canadian brokerage firm.

Mr. Bowering holds a Bachelor of Administration in Finance from the University
of Regina, and a Master of Business Administration with a concentration in
Strategic Management from the University of Saskatchewan. Mr. Bowering is
currently completing the Chartered Financial Analysts professional designation
program. As well, Mr. Bowering is currently enrolled in the external Law
Programme at the University of London, U.K. and the Banking Program, University
of Manchester, U.K.

Mr. Bowering was appointed to the position of Director in January 1999 to serve
until his successor has been elected and qualifies.


FAMILY RELATIONSHIPS

There are no family relationships among directors, executive officers or persons
nominated or chosen by the Company to become officers or executive officers.



<PAGE>

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative or
civil proceedings limiting one's participation in the securities or banking
industries, or findings of securities or commodities law violations. However,
legal bankruptcy proceeding under Canadian law involving Terry Bowering
concluded in 1997, with Mr. Bowering receiving a judicial discharge.


SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 (A) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section 16
(A) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended April 30, 1999, all filing requirements
applicable to its officers, directors and greater then ten percent beneficial
owners were complied with.


ITEM 10.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation of the Chief Executive
Officer and the other most highly compensated executive officers (collectively,
the "Named Executive Officers") of the Company earning in excess of $100,000 for
the year ended February 29, 2000.


                                                       Long Term Compensation
                                                  ------------------------------
             Annual Compensation                    Awards             Payouts
    ----------------------------------------      ------------------------------
                                                   Securities
     Name and                                      Underlying
    Principal                        Salary       Options/Stock       All Other
    Position            Year         ($) (1)          SARs          Compensation
    ----------------------------------------------------------------------------
    Kurt S. Dohlen      2000         47,772         200,000
       (CEO)

(1) The salary depicted is in United States Dollars. The salary was paid in
Canadian Dollars.


                       Number of     % of Total
                       Securities    Options/SARs
                       Underlying     Granted to    Exercise of
                      Options/SARs   Employees in    Base Price     Expiration
    Name               Granted (#)   Fiscal Year      ($/Sh)           Date
    ----------------------------------------------------------------------------
    Kurt S. Dohlen      200,000         13.1%          $0.75        December 31,
                                                                        2009


For the above granted options, 150,000 options vest one quarter immediately and
one quarter every six months thereafter. The remaining 50,000 options vest one
half immediately and the other 50% vest after one year.






AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

                                               Number of
                       Shares                  Securities
                       Acquired                Underlying        Value of
                         on         Value      Unexercised       In-the-Money
                       Exercise    Realized   Optioins/SARs      Optioins/SARs
    Name               (#) (1)        ($)     at FY-End (#)      at FY-End (#)
    ----------------------------------------------------------------------------
                                              Exercisable/       Exercisable/
                                              Unexercisable      Unexercisable
                                              ----------------------------------
    Kurt S. Dohlen       NIL         NIL         162,500/             0/
                                                  37,500              0



<PAGE>

LONG TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

The company has no long term incentive plans or awards to report for the last
fiscal year other than the Employee Stock Plan already mentioned.


COMPENSATION OF DIRECTORS

Standard Arrangements. The members of the Company's Board of Directors are
reimbursed for actual expenses incurred in attending Board meetings.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

There are no written contracts of agreements. Employee salaries are set by the
Board of Directors.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table below sets forth information, as of February 29, 2000, with
     respect to beneficial ownership of the Company's Common Stock by each
     person known by the company to be the beneficial owner of more than 5% of
     its outstanding Common Stock, by each director of the company, by each
     Named Executive Officer and by all officers and directors of the Company as
     a group. Unless otherwise noted, each shareholder has sole investment and
     voting power over the shares owned.

<TABLE>
<CAPTION>
                                                            Amount and nature of        Percent
  Title of Class     Name and Address of Beneficial Owner   Beneficial Owner (1)        Of Class
  ----------------------------------------------------------------------------------------------
  <S>               <C>                                      <C>                         <C>
                     Douglas N. Bolen
  Common Shares      Suite 509-1188 Quebec St                 3,000,000 (2)              27.3%
                     Vancouver, British Columbia              Beneficial
                     Canada, V6A 4B3

                     Kurt S. Dohlen
  Common Shares      3249 Charles St.                         3,300,000 (3)              30.0%
                     Vancouver, British Columbia              Beneficial
                     Canada, V6B 1A7
                     Terry G. Bowering

  Common Shares      Dove Cove
                     P.O. Box 3265                              100,000 (4)               0.9%
                     St. John's Antigua                       Beneficial
                     West Indies

                     Drew C. Parker
  Common Shares      24 Arrow-Wood Place                        100,000                   0.9%
                     Port Moody, British Columbia             Record and
                     Canada, V3H 4J1                          Beneficial

  Common Shares      All Directors and Officers as a          6,500,000                  59.1%
                     group (4 persons)                        Beneficial
</TABLE>


<PAGE>


(1) No member of Management has the right to acquire within sixty days through
options, warrants, rights, conversion, privilege or similar obligations any
security of the Company.

(2) The BRF Family Trust, of which Douglas N. Bolen is a beneficiary enjoys
legal ownership of said securities.

(3) The Longhouse Sargent Investment Trust, of which Kurt S. Dohlen is a
beneficiary, enjoys legal ownership of said securities.

(4) Geneva Overseas Holdings Ltd., of which Terry G. Bowering is a beneficial
owner, enjoys legal ownership of said securities.


CHANGES IN CONTROL

Management is not aware of any arrangements which may result in a change of
control of the issuer.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is not aware of any transactions or proposed transactions in respect
of which the Company was or is to be a party, in which any director, executive
officer, nominee for election as a director, 5% security holder, member of the
immediate family of any of the previously named persons had a direct or indirect
interest in the transaction other than the Company borrowed the sum of $50,000
from Mark N. Dohlen, a former shareholder and director on May 26, 1999 and
repaid said sum, without interest, on July 20, 1999.


ITEM 13.  INDEX TO EXHIBITS

(a)         Financial Statements (included in Part II of this Report):

            Report of Independent Accountants

            Consolidated Balance Sheet - February 29, 2000

            Consolidated Statements of Loss and Retained Earnings (Deficit) -
            February 29, 2000

            Consolidated Statements of Cash Flows - February 29, 2000

            Notes to Consolidated Financial Statements - February 29, 2000



<PAGE>

3.1         Articles of Incorporation (1)

3.2         Bylaws (2)

23.1        Consent of Independent Chartered Accountants (3)

27.1        Financial Data Schedule (3)

     (1) Incorporated by reference from Form 10SB/A dated October 13, 1999

     (2) Incorporated by reference from Form 10SB/A dated October 13, 1999

     (3) Incorporated by reference from Form 10-KSB dated February 29, 2000


(b)  REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this Report



<PAGE>

SIGNATURES

Pursuant to the requirements of 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.

(Registrant)                        Denmans.com, Inc.

By:                        /S/ Kurt S. Dohlen
                           -------------------------------------
                           President, Chairman of the Board,
                           Chief Operating Officer, and Director

Date:                      May 30, 2000


By:                        /S/ Sheryl E. Scobie
                           -------------------------------------
                           Vice President, Finance

Date:                      May 30, 2000


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


By:                        /S/ Kurt S. Dohlen
                           -----------------------------------------
                           President, Chairman of the Board,
                           Chief Operating Officer, and Director

Date:                      May 30, 2000


By:                        /S/ Douglas N. Bolen
                           -----------------------------------------
                           Corporate Counsel, Secretary and Director

Date:                      May 30, 2000


By:                        /S/ Terry G. Bowering
                           -----------------------------------------
                           Chief Financial Officer, and Director

Date:                      May 30, 2000


By:                        /S/ Drew C. Parker
                           -----------------------------------------
                           Director

Date:                      May 30, 2000



<PAGE>

                                    CONSOLIDATED FINANCIAL STATEMENTS


                                    DENMANS.COM, INC.
                                    (FORMERLY IDS INTERNET DISTRIBUTION
                                     SYSTEMS INC.)
                                    (A DEVELOPMENT-STAGE COMPANY)


                                    FEBRUARY 29, 2000



<PAGE>

                         REPORT OF INDEPENDENT AUDITORS




To the Board of Directors and Shareholders of
DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
(A DEVELOPMENT-STAGE COMPANY)

We have audited the accompanying consolidated balance sheets of DENMANS.COM,
INC. as of February 29, 2000 and February 28, 1999 and the related consolidated
statements of loss and comprehensive loss, shareholders' equity (deficiency) and
cash flows for the year ended February 29, 2000, the period from incorporation
on January 6, 1999 to February 28, 1999 and the period from incorporation on
January 6, 1999 to February 29, 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. 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 DENMANS.com, Inc.
at February 29, 2000 and February 28, 1999, and the consolidated results of its
operations and its cash flows for the year ended February 29, 2000, the period
from incorporation on January 6, 1999 to February 28, 1999 and the period from
incorporation on January 6, 1999 to February 29, 2000 in conformity with
accounting principles generally accepted in the United States.



Vancouver, Canada,
April 28, 2000.                                            Chartered Accountants



<PAGE>

DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
(A DEVELOPMENT-STAGE COMPANY)


                           CONSOLIDATED BALANCE SHEETS
                           (IN UNITED STATES DOLLARS)

As at


                                                       FEBRUARY 29, FEBRUARY 28,
                                                          2000         1999
                                                            $            $
--------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents                                 433,850        29,282
Accounts receivable [NOTE 3]                               28,098            --
Prepaid expenses and deposits [NOTE 4]                    137,175           140
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                      599,123        29,422
--------------------------------------------------------------------------------
Capital assets (net) [NOTE 5]                             210,411            --
--------------------------------------------------------------------------------
                                                          809,534        29,422
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT
Accounts payable and accrued liabilities                  144,764         8,501
Interest payable [NOTE 6]                                  55,392            --
Payroll taxes payable                                      61,373            --
Deferred revenue                                           15,725            --
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                 277,254         8,501
--------------------------------------------------------------------------------
Notes payable [NOTE 6]                                  2,000,000        20,000
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                       2,277,254        28,501
--------------------------------------------------------------------------------
Commitments [NOTE 9]
SHAREHOLDERS' EQUITY (DEFICIENCY)
Share capital [NOTE 7]
   Authorized
      100,000,000 common shares, par value $0.001
       50,000,000 preferred shares, par value $0.001
   Issued
       11,000,000 common shares                            11,000        11,000
Deficit accumulated in the development stage           (1,478,720)      (10,079)
--------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY)                (1,467,720)          921
--------------------------------------------------------------------------------
                                                          809,534        29,422
================================================================================

SEE ACCOMPANYING NOTES



<PAGE>

DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
(A DEVELOPMENT-STAGE COMPANY)

<TABLE>
                                       CONSOLIDATED STATEMENT OF
                                      LOSS AND COMPREHENSIVE LOSS
                                       (IN UNITED STATES DOLLARS)
<CAPTION>

                                                                 FOR THE PERIOD FROM  FOR THE PERIOD FROM
                                                   FOR THE        INCORPORATION ON    INCORPORATION ON
                                                  YEAR ENDED       JANUARY 6, 1999     JANUARY 6, 1999
                                                 FEBRUARY 29,      TO FEBRUARY 28,     TO FEBRUARY 29,
                                                     2000               1999                2000
                                                       $                  $                   $
------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>                     <C>
SALES                                                103,846                --                103,846
Interest income                                        2,973                --                  2,973
------------------------------------------------------------------------------------------------------
                                                     106,819                --                106,819
Cost of sales                                        105,077                --                105,077
------------------------------------------------------------------------------------------------------
Gross profit                                           1,742                --                  1,742
------------------------------------------------------------------------------------------------------

EXPENSES
Marketing and media                                  619,554                --                619,554
Salaries and benefits                                408,387                --                408,387
General and administrative                           291,057               800                291,857
Interest on notes payable [NOTE 6]                    55,392                --                 55,392
Depreciation and amortization                         52,772                --                 52,772
Accounting and legal                                  35,496             6,146                 41,642
Foreign exchange loss                                  6,348                --                  6,348
Incorporation costs                                    1,377             3,133                  4,510
------------------------------------------------------------------------------------------------------
                                                   1,470,383            10,079              1,480,462
------------------------------------------------------------------------------------------------------
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD         1,468,641            10,079              1,478,720

LOSS PER COMMON SHARE                                   0.13              0.00
======================================================================================================
WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING FOR THE PERIOD                     11,000,000        11,000,000
======================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES



<PAGE>

DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
(A DEVELOPMENT-STAGE COMPANY)


                            CONSOLIDATED STATEMENT OF
                        SHAREHOLDERS' EQUITY (DEFICIENCY)
                           (IN UNITED STATES DOLLARS)



                                                                     DEFICIT
                                                                   ACCUMULATED
                                               COMMON STOCK          IN THE
                                          ----------------------   DEVELOPMENT
                                          SHARES          AMOUNT      STAGE
                                            #                $          $
--------------------------------------------------------------------------------

BALANCE, JANUARY 6, 1999                         --          --              --
Common shares issued for cash            11,000,000      11,000              --
Loss for the period                              --          --         (10,079)
--------------------------------------------------------------------------------
BALANCE, FEBRUARY 28, 1999               11,000,000      11,000         (10,079)
Loss for the period                              --          --      (1,468,641)
--------------------------------------------------------------------------------
BALANCE, FEBRUARY 29, 2000               11,000,000      11,000      (1,478,720)
================================================================================

SEE ACCOMPANYING NOTES



<PAGE>

DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
(A DEVELOPMENT-STAGE COMPANY)

<TABLE>
                                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                          (IN UNITED STATES DOLLARS)
<CAPTION>

                                                                           FOR THE PERIOD FROM  FOR THE PERIOD FROM
                                                              FOR THE       INCORPORATION ON     INCORPORATION ON
                                                            YEAR ENDED       JANUARY 6, 1999      JANUARY 6, 1999
                                                           FEBRUARY 29,      TO FEBRUARY 28,      TO FEBRUARY 29,
                                                               2000               1999                 2000
                                                                 $                  $                    $
--------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                    <C>              <C>
OPERATING ACTIVITIES
Loss for the period                                        (1,468,641)            (10,079)               (1,478,720)
Adjustment to recover the net cash used in operations
   Depreciation and amortization                               52,772                  --                    52,772
   Accrued interest on notes payable                           55,392                  --                    55,392
Changes in operating assets and liabilities
   Increase in accounts receivable                            (28,098)                 --                   (28,098)
   Increase in prepaid expenses and deposits                 (137,035)               (140)                 (137,175)
   Increase in accounts payable and accrued liabilities       136,263               8,501                   144,764
   Increase in payroll taxes payable                           61,373                  --                    61,373
   Increase in deferred revenue                                15,725                  --                    15,725
--------------------------------------------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES                          (1,312,249)             (1,718)               (1,313,967)
--------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Additions to capital assets                                  (263,183)                 --                  (263,183)
--------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                            (263,183)                 --                  (263,183)
--------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Increase in notes payable                                   1,980,000              20,000                 2,000,000
Issuance of share capital                                          --              11,000                    11,000
--------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                       1,980,000              31,000                 2,011,000
--------------------------------------------------------------------------------------------------------------------

INCREASE IN CASH DURING THE PERIOD                            404,568              29,282                   433,850
Cash, beginning of period                                      29,282                  --                        --
--------------------------------------------------------------------------------------------------------------------
CASH, END OF PERIOD                                           433,850              29,282                   433,850
====================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES



<PAGE>

1.  NATURE OF BUSINESS

DENMANS.com, Inc. (the "Company") was incorporated on January 6, 1999 in the
State of Colorado as IDS Internet Distribution Systems Inc. and is currently in
the development stage. On July 23, 1999 the Company changed its name from IDS
Internet Distribution Systems Inc. to DENMANS.com, Inc.

The Company has established itself as an online retailer of jewelry and jewelry
related products. The Company's online store offers a broad selection of
products, informative content, easy-to-use navigation and search capabilities, a
high level of customer service, competitive pricing and personalized
merchandising and recommendations.

DENMANS.com, Inc. has two wholly owned subsidiaries; Denmans Jewelry (USA) Inc.
and Denmans Jewelry (Canada) Inc.

Denmans Jewelry (USA) Inc. was incorporated on March 8, 1999 as IDS Jewelry
U.S.A. Inc. On July 28, 1999, IDS Jewelry U.S.A. Inc. changed its name to
Denmans Jewelry (USA) Inc. It was incorporated in the State of Nevada and is
intended to function as the operating company for the United States market.

Denmans Jewelry (Canada) Inc. was incorporated on March 25, 1999 as IDS Jewelry
Canada Inc. On August 1, 1999, IDS Jewelry Canada Inc. changed its name to
Denmans Jewelry (Canada) Inc. It was incorporated in the Province of British
Columbia and is intended to function as the operating company for the Canadian
market.


2.  SIGNIFICANT ACCOUNTING POLICIES

These financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The following is a summary of the
significant accounting policies used in the preparation of these financial
statements.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the amounts of the Company and its
subsidiary. All intercompany balances and transactions have been eliminated.



<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and balances with banks. Cash
equivalents comprise highly liquid investments with original maturities of 90
days or less. Cash equivalents are carried at cost which approximates their fair
value.

CAPITAL ASSETS

Capital assets are recorded at cost less accumulated depreciation. Capital
assets are depreciated over their useful lives as follows:

     Office furniture                              5 years straight line
     Production equipment                          3 years straight line
     Computer software                             2 years straight line
     Computer hardware                             3 years straight line
     Website costs                                 2 years straight line
     Leasehold improvements                        2 years straight line

Costs incurred in connection with the Company's website application and
infrastructure development have been capitalized and are being amortized on a
straight line basis. Costs incurred to operate and maintain the website
application and infrastructure are expensed.

REVENUE RECOGNITION

Revenues are recognized from on-line sales only after cash has been collected
and the goods have been delivered to the customer. Cash collections in advance
of the delivery of the goods are included in deferred revenue and will be
recognized at the time the goods are delivered to the customer.

TRANSLATION OF FOREIGN CURRENCIES

Monetary assets and liabilities denominated in foreign currencies are translated
into United States dollars at the year end rates of exchange. Foreign currency
revenue and expense items are translated at average monthly rates of exchange.
Exchange gains or losses are included in the statements of loss.



<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

INCOME TAXES

The Company accounts for income taxes using the liability method. Under this
method, deferred tax assets and liabilities are determined based on differences
between the financial reporting and tax basis of assets and liabilities.

STOCK OPTIONS

The Company has elected to follow Accounting Principles Board Opinion No. 25
("APB No. 25") in accounting for stock based awards and consequently has not
recognized compensation expense for awards made during the year.

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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from these estimates.

LOSS PER SHARE

Basic loss per share is computed by dividing the net loss applicable to common
shares by the weighted average number of common shares outstanding during the
period. The Company has no dilutive financial instruments.

FINANCIAL INSTRUMENTS

The carrying values of the Company's financial instruments approximate fair
values, except as otherwise disclosed in the financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued SFAS133 `Accounting for
derivative instruments and hedging activities'. SFAS133 is effective for
financial statements for fiscal years beginning after June 15, 2000. The Company
has not yet determined the impact of SFAS133.



<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

The United States Securities and Exchange Commission has issued Staff Accounting
Bulletin 101 "Revenue Recognition in Financial Statements" (SAB 101). This
pronouncement is effective for the Company's first quarter commencing March 1,
2000. The Company has not yet determined the impact of SAB 101 on its
consolidated financial statements and its revenue recognition policies.

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 (FIN 44), ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING
STOCK COMPENSATION, an interpretation of APB Opinion No. 25. This pronouncement
is effective for the Company's second quarter commencing June 1, 2000. The
Company has not yet determined the impact of FIN 44 on its consolidated
financial statements.


3.  ACCOUNTS RECEIVABLE

Accounts receivable comprise:
                                                      2000               1999
                                                        $                  $
--------------------------------------------------------------------------------

Amounts due from the sale of goods                   7,722                 --
GST recoverable                                     10,864                 --
Other                                                9,512                 --
--------------------------------------------------------------------------------
                                                    28,098                 --
================================================================================


4.  PREPAID EXPENSES AND DEPOSITS

Prepaid expenses and deposits comprise:
                                                      2000               1999
                                                        $                  $
--------------------------------------------------------------------------------

Deposits held by merchant banks                     19,361                 --
Deposits for leases for premises                    12,634                 --
Deposits held by suppliers                          89,433                 --
Other prepaid expenses                              15,747                140
--------------------------------------------------------------------------------
                                                   137,175                140
================================================================================



<PAGE>

4.  PREPAID EXPENSES AND DEPOSITS (CONT'D.)

The Company has obtained "just in time" supply accounts with several vendors in
the United States. Under the conditions of the supply agreements, the company is
required to provide the vendors with deposits on account. The deposits are
revolving and are non-interest bearing. Net balances on deposit will be held by
the vendors until the supply agreements are canceled.

The Company has obtained a merchant account with a bank in the United States for
credit card processing. Under the conditions of the merchant agreement, the
Company is required to provide the banks with a security deposit. The deposit is
revolving, non-interest bearing and the net balance on account will be held
until the merchant account is cancelled.


5.  CAPITAL ASSETS

Capital assets are recorded at cost less accumulated depreciation and comprise:

                                                  ACCUMULATED         NET BOOK
                                  COST           DEPRECIATION           VALUE
                                    $                  $                  $
--------------------------------------------------------------------------------

FEBRUARY 29, 2000
Office furniture                  32,273             3,310             28,963
Production equipment               6,672               556              6,116
Computer software                 14,123             3,020             11,103
Computer hardware                 64,494            11,336             53,158
Website costs                    143,155            34,242            108,913
Leasehold improvements             2,466               308              2,158
--------------------------------------------------------------------------------
                                 263,183            52,772            210,411
================================================================================

At February 28, 1999, capital asset balances of the Company were $nil.



<PAGE>

6.  NOTES PAYABLE

Notes payable comprise and are due to:

                                                         RATE OF         2000
                                     DUE DATE           INTEREST           $
--------------------------------------------------------------------------------
DGD Wealth Management                 May 30, 2001           5%         500,000
DGD Wealth Management             October 25, 2001           5%         500,000
Eagle Harbour Management          December 8, 2001          16%         500,000
Eagle Harbour Management         February 15, 2002          16%         500,000
--------------------------------------------------------------------------------
                                                                      2,000,000
================================================================================

As at February 28, 1999, $20,000 of the DGD Wealth Management note due May 30,
2001, had been advanced bearing interest at 5%.

The notes payable to DGD Wealth Management and Eagle Harbour Management are
unsecured. During 2000, the Company incurred $55,392 of interest which is due
within the next twelve months. Management believes the fair value of the notes
bearing interest at 16% approximates their carrying values. Management believes
the fair value of the notes bearing interest at 5% is $715,000.

On April 1, 2000 the Company received an additional $500,000 note payable from
Eagle Harbour Management. The note is unsecured, bearing interest at a rate of
16% per annum and is due on April 12, 2002.


7.  SHARE CAPITAL

AUTHORIZED
    100,000,000 common shares, par value $0.001
     50,000,000 preferred shares, par value $0.001

[a]  Common shares

     On January 6, 1999, the Company issued 11,000,000 common shares for $11,000
     cash. There were no additional share issuances during the year ending
     February 29, 2000.



<PAGE>

7.  SHARE CAPITAL (CONT'D.)

[b]  Stock options

     As of February 29, 2000, the Company had stock options outstanding under
     two plans: 980,000 pertain to the 1999 Stock Option Plan and 545,000
     pertain to the 2000 Stock Option Plan. All the plans are administered by
     the Board of Directors who have sole discretion and authority to determine
     individuals eligible for awards. The conditions of exercise of each grant
     are determined individually by the Board at the time of the grant.

     The 1999 plan, which became effective on October 26, 1999, provided for the
     issuance of 1,200,000 options to employees and directors of the Company and
     its subsidiary at an exercise price of $0.75. The options expire on
     December 31, 2009.

     The 2000 plan, which became effective on January 10, 2000, provided for the
     issuance of 1,250,000 options to employees and directors of the Company and
     its subsidiary at an exercise price to be determined based on the trading
     price of the Company's shares. Under both plans, options issued to
     employees vest straight line on a monthly basis over two years. Options
     issued to senior officers and vice presidents vest one quarter immediately
     and one quarter every six months thereafter. Options issued to directors
     vest one half immediately and the other 50% vest after one year.

     As at February 29, 2000, 2,450,000 shares were reserved for issuance
     pursuant to the exercise of options. As at February 29, 2000, 925,000
     options were available to be granted.

     No compensation expense has been recorded under APB No. 25 as the Company
     has issued the options with an exercise price greater than the intrinsic
     fair value of the common shares.

     Activity in the stock option plans for 2000 and 1999 was as follows:
<TABLE>
<CAPTION>
                                                 2000                                  1999
                                   ---------------------------------     -------------------------------
                                              WEIGHTED     WEIGHTED                WEIGHTED    WEIGHTED
                                               AVERAGE      AVERAGE                 AVERAGE     AVERAGE
                                   OPTIONS    REMAINING    EXERCISE      OPTIONS   REMAINING   EXERCISE
                                      #         LIFE         PRICE          #        LIFE        PRICE
--------------------------------------------------------------------------------------------------------
     <S>                           <C>         <C>          <C>            <C>                   <C>

     Outstanding at March 1               --   9.6 YEARS    --             --                    --
     Granted                       1,525,000                $0.75          --                    --
     Exercised                            --                --             --                    --
--------------------------------------------------------------------------------------------------------
     Outstanding at February 29    1,525,000                $0.75          --                    --
========================================================================================================
</TABLE>



<PAGE>

7.  SHARE CAPITAL (CONT'D.)

[c]  ACCOUNTING FOR STOCK BASED COMPENSATION

     The Company has adopted the disclosure-only provisions of SFAS123,
     Accounting for "Stock-Based Compensation" for stock based awards to
     employees and directors. Had compensation cost for the Company's stock
     option plan been determined based on the fair value at the grant date for
     awards in fiscal 2000 consistent with the provisions of SFAS No. 123, the
     Company's loss and loss per share would have been increased to the pro
     forma amounts indicated below:
<TABLE>
<CAPTION>
                                                                          2000               1999
                                                                            $                  $
--------------------------------------------------------------------------------------------------------
     <S>                                                           <C>                         <C>

     Net income (loss) as reported                                 (1,468,641)                 --
     Pro forma net income (loss) under FAS 123                     (1,618,986)                 --
     Net income (loss) per share - basic, as reported                   (0.13)                 --
     Pro forma net income (loss) per share - basic, under FAS 123       (0.15)                 --
========================================================================================================
</TABLE>

     The fair value of option grants is estimated on the date of grant using the
     Black-Scholes option-pricing model discounted for lack of liquidity with
     the following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                                          2000               1999
                                                                            $                  $
--------------------------------------------------------------------------------------------------------
     <S>                                                               <C>                     <C>
     Dividend yield                                                         0%                 --
     Expected volatility                                                    0%                 --
     Risk-free interest rate                                              5.5%                 --
     Expected lives                                                    8 YEARS                 --
========================================================================================================
</TABLE>

     The weighted average fair value per share of stock options granted during
     2000 is $0.26. A volatility of 0.1% was used as the Company was not
     publicly trading during the time that options were granted.



<PAGE>

8.  INCOME TAXES

Deferred income taxes arise from temporary differences in the recognition of
income and expenses for financial reporting and tax purposes. The source of
temporary differences in operations and the related deferred income tax amounts
are as follows:
<TABLE>
<CAPTION>
                                                                                             2000
                                                                                               $
--------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>
Deferred tax asset:
   Net operating loss carryforward                                                        650,000
   Depreciation                                                                             8,000
--------------------------------------------------------------------------------------------------------
Net deferred tax asset                                                                    658,000
Valuation allowance                                                                      (658,000)
--------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                      --
========================================================================================================
</TABLE>

The net deferred tax assets have been fully offset by a valuation allowance due
to the uncertainty of the realization of the assets.

At February 29, 2000, the Company had the following net operating loss
carryforwards:
<TABLE>
<CAPTION>
                                      AMOUNT                  EFFECTIVE                      YEAR
COUNTRY                                  $                    TAX RATE                     OF EXPIRY
--------------------------------------------------------------------------------------------------------
<S>                                <C>                          <C>                          <C>
Canada                                10,000                    45.6%                        2006
Canada                             1,415,000                    45.6%                        2007
========================================================================================================
</TABLE>

9.  COMMITMENTS

[i]  At February 29, 2000, the Company has entered into commitments for leases
     for premises. The future payments for the 12 months ended February 28 are:
<TABLE>
<CAPTION>
                                                                                              $
--------------------------------------------------------------------------------------------------------
     <S>                                                                                   <C>
     2001                                                                                  66,672
     2002                                                                                  72,733
--------------------------------------------------------------------------------------------------------
                                                                                          139,405
========================================================================================================
</TABLE>



<PAGE>

9.  COMMITMENTS (CONT'D.)

[ii]     The Company has entered into an operating lease in respect of its
         United States office premises on a month by month basis. The monthly
         lease payment is $2,524.

[iii]    At February 29, 2000, the Company has entered into an agreement with a
         company to receive internet hosting services at a cost of $5,000 per
         month.

[iv]     On April 10, 2000, the Company entered into an agreement with Women.com
         networks. Under the terms of the agreement, Women.com networks will
         provide various marketing and advertising services in exchange for $1
         million, which will be payable in twelve equal instalments within 60
         days of the completion of the services.