SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.   20549

                            FORM 10-KSB

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

  For the fiscal year ended June 30, 2000

    [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

  For the transition period from _______  to _______

  Commission file number 33-80961-NY

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

            Nevada                            22-2312917
  (State or of incorporation)     (I.R.S. Employer Identification No.)

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

                            11716
                         (Zip Code)

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

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

  Common Stock, par value $.001;
  Redeemable Warrants

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

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

    Issuer's revenues for its most recent fiscal year were $723,968.
  The aggregate market value of common voting stock held by non-affiliates
  of the Issuer was approximately $3,168,750 computed by reference to the
  last sale price at which the stock was sold on September 26, 2000 as
  reported by NASDAQ.  As of June 30, 2000, 3,000,000 shares of common
  stock were outstanding.


                               PART I

                              BUSINESS

  INTRODUCTION

     eSAFETYWORLD  was established as a Nevada corporation in July 1997 as The
SL Group, Inc. and changed our name to eSAFETYWORLD, Inc. in August 1999. We
completed a public offering of  1,000,000 shares of our common stock in
February   2000 resulting in net proceeds of approximately $5,721,644.  In
April 2000 we moved to 80 Orville drive, Bohemia, NY 11716. Our telephone
number is 631-244-1454.

     Our purpose is to sell disposable garments, industrial safety equipment and
cleanroom equipment and supplies to companies involved in production or other
activities that must be done in controlled environments or whose employees are
exposed to environmental hazards or otherwise require protective garments or
equipment.   We have developed a 360 degree distribution and selling system,
incorporating elements of a  traditional distribution business using catalogs,
independent sales representatives andtelemarketing with a business-to-business
e-commerce site on the world wide web.   Our business model is based on the
following assumptions:

       The business-to-business market available to Internet sellers is
growing  rapidly based on many publicly available articles and studies,
including one published by the United States Department of Commerce in 1998
entitled The Emerging Digital Economy that projected that business-to-business
e-commerce revenues will increase from $8 billion in 1997 to $326 billion in
2002.

       The targeted industry segment is large and being serviced by a
significant  number of entrants. The annual United States market for
industrial safety products that  we sell is estimated to be in excess of $10
billion by R.K. Miller, P.C. Walker and  C.E. Purcell in their book,
Occupational Safety and Industrial Hygiene Market, published in 1998.

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

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

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

           Having user friendly software;

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

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

     Our  strategic plan is to:

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

      and

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

     Our goal has been and will continue to be to use well-developed Internet
technology and not incur significant expenditures for technological research and
development. We seek and will continue to seek ways to use this technology
profitably,   like targeting market niches, and will allow others to assume the
technological  risk of  new development. In addition, we have introduced
catalog and CD-ROMs that are distributed free of charge.

     Our website is located at www.esafetyworld.com and became initially
operational  in November 1999. The site was redesigned during the period March
through June 2000  and opened in its current form in June 2000.  The website
currently has more than   15,000   SKUs and is being further expanded to add
an additional 7,000 SKUs. Customers who do not use the website can continue to
order via toll free telephone numbers or by fax.

  We believe that industrial safety and cleanroom products that are sold through
traditional printed catalogues and brochures are uniquely suited for sale on
the   Internet.  The reasons for this include:

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

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

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

     We also believe that fixed costs must be kept to a minimum in order to
increaseoperating leverage. The principal advantage of using the Internet as a
selling vehicleis theability to avoid incurring significant fixed costs. The
key element of this strategy  is to:

           minimize or eliminate inventory holding and shipping costs;

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

          outsource services wherever possible.

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

    Risks associated with our strategy include:

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

          ability to maintain and expand a customer base;

          ability to manage working capital and product return risks;

          the need to manage growth and changing operations;

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

          ability to scale its systems and fulfillment capabilities to
accommodate growth;

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

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


    We may incur operating losses and negative cash flow during the next
fiscal year because of costs and expenses related to online operations and:

           marketing and other promotional activities;

          the expansion of financial, management and order fulfillment
infrastructure;

          the development of the website, transaction-processing systems and
management  infrastructure;

          the expansion of product offerings and website content;

          strategic relationship development with members of the industrial
safety products  industry; and

          amortization of acquired intangibles.


  Background

     We  conducted no material operations in our between July 1997 and August
1999,  other than to develop a business plan and strategy. The SL Group was
formed for the purpose of receiving shares of an investment in an unrelated
business. The proposed  investment in the unrelated business, which did not
take place. It was to be operated  by  Mr. Jenkins, a director and our chief
financial officer. The SL Group had no operations  but was used by our
founders to establish the business of eSAFETYWORLD.

     Our officers and directors decided to develop an e-commerce business to
sell  disposable safety and cleanroom garments and equipment. In August 1999,
we acquired   the customer and vendor lists from the distribution division of
Laminaire Corporation.  The adjusted purchase price was 100,000 shares of our
common stock, notes payable   in  the aggregate principal amount of $400,000.
The notes payable bore interest at eight   percent per annum and were payable
in quarterly installments. We had the right to offset the principal amount of
a $102,000 demand note that it made to Laminaire, in whole or in   part,
against any obligation due by us to Laminaire under these note agreements. In
addition, we had the right to offset any amounts paid by us to vendors or
others  on behalf of Laminaire. The notes payable to Laminaire were fully
satisfied by March 31, 2000.

     Edward A. Heil,  our chairman, is a director of Laminaire. Steven W.
Schuster,  one of our directors, is a member of the law firm that formerly
served as Laminaire's  corporate counsel, and Mr. Schuster formerly was
Laminaire's corporate secretary.   The negotiations for the acquisition were
conducted on an arms length basis. Mr. Schuster did  not act as counsel for
Laminaire, and Mr. Heil did not participate in the Laminaire board  meeting
that approved the transaction.

     Ms. Owens, one of our directors, was employed by Laminaire as special
assistant to the board of directors but severed all relationships with
Laminaire upon completion  of our intial public offering. Ms. Owens performs
marketing and investor relations  functions for ESW through EDK Associates,
LLC, which is controlled by Ms. Owens.  Ms. Owens  did not participate in any
of the negotiations relating to the purchase transaction.   At the
conclusion of the offering, Mr. Heil is the only individual who will be
affiliated  with both   us and with Laminaire.

    Laminaire's Distribution Division had been in operation for more than 20
years prior to the sale of its intangible assets to us. The acquisition of the
customer  and vendor lists from that Division provided us with an entree to
the vendors and customers   of a   targeted industry niche and to
approximately 500 products. The principal vendors  included The Texwipe
Company, Alma, Inc. and Kimberly-Clark Corporation. In October  1999, we
guaranteed the amounts due by Laminaire to these vendors, among other things,
to ensure ongoing deliveries and to establish positive relationships with
these   vendors.  Laminaire had become increasingly delinquent in its payments
to these vendors which resulted in seriously deteriorating relationships and
interruption of shipments.

     During the period August 1999 through March 2000, we operated the business
related to the acquired customer lists substantially the same way as Laminaire
did  except that we arranged for our vendors to ship products directly to our
customers.  We paid administrative fees of $48,000 to Laminaire during that
period. Thereafter, we had no further arrangements with Laminaire and none are
anticipated in the future.

     During the period March through June 2000, we designed and completed our
principal catalogue and CD-ROM as well as redesigned our website. Most of our
resources were devoted to those efforts  during that period.

  Nature of the Internet

     The Internet is an increasingly significant medium for communication,
information and commerce. The September 16, 1999 edition of The Wall Street
Journal Interactive Edition reported a research study conducted by Goldman
Sachs that concluded that the value of business-to-business e-commerce
conducted in the United States will increase from approximately $114 billion
in 1999 to an estimated $1.5 trillion by 2004.

     We believe that growth in Internet usage and online commerce is being
fueled by a number of factors including:

         a large and growing installed base of personal computers in the
workplace and  home;

        advances in the 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 commerce sites.

    The Internet provides several advantages for online distributors. Online
distributors are able to "display" a larger number of products than
traditional store-based or   catalog  distributors at a lower cost. In
addition, online distributors are able to frequently adjusttheir featured
selections, editorial content, shopping interfaces and pricing, thus
providing  significant merchandising flexibility. The minimal cost to publish
on the web, the abilityto reach and serve a large and global group of
customers electronically from a central location, and the potential for
personalized low-cost customer interaction provide  additional economic
benefits for online distributors. Unlike traditional distribution  channels,
online distributors do not have the burdensome costs of managing and
maintaining a retail store infrastructure or the significant printing and
mailing   costs of catalogs. Online distributors can also easily obtain
demographic and behavioral  data  about customers, increasing opportunities
for direct marketing and personalized   services.

     We have further expanded the benefits of online selling by using a
distribution model that requires little or no inventory on hand and by
utilizing software that can be modified or updated easily and cheaply.

     A key element of our strategy is to generate a high volume of traffic on,
and use of, our website. Our revenues depend on the number of customers who
use our website to purchase safety and cleanroom products and supplies. Our
website, transaction processing  systems and network infrastructure
performance, reliability and availability are critical to our operating
results. These factors also are critical to our reputation and
our ability to attract and retain customers and maintain adequate customer
service levels. The volume of goods that we sell and the attractiveness of our
product and service offerings  will decrease if there are any systems
interruptions that affect the availability of  our website or our ability to
fulfill orders.

     The business-to-business sector for industrial safety products is largely
served by individual company sites selling that particular company's products.
In many  cases, these sites are viewed as a supplement to a company's
traditional selling efforts.

     Our success depends in part on continued growth in, and the use of, the
Internet,  particularly for business-to-business commerce. The issues
concerning the commercial   use of the Internet that we expect to affect the
development of the market for our  services  include:

          security;

          reliability;

          cost;

          ease of access;

          quality of service; and

          increases in bandwidth availability.

  In addition, many companies' internal financial systems are based on the
issuance   of  traditional "paper" purchase and sales orders. These systems
need to be updated   in order  for purchasing agents from these companies to
be able to maximize the utilization   of E-  Commerce.

     If the Internet develops more slowly as a commercial or business medium
than predicted, it will adversely affect our business. In addition, companies
that control   access to Internet transactions through network access or web
browsers could promote competitors or charge a substantial fee to us for
inclusion in their product or service offerings. Either of these developments
could adversely affect our business.

     We must continue to enhance and improve the functionality and features of
our online site. The Internet and the online commerce industry are rapidly
changing.   If competitors introduce new products and services embodying new
technologies, or if new industry standards and practices emerge, our websites
and systems may become obsolete.   Our future success will depend on our
ability to:

       license or internally develop leading technologies useful in our
business;

       develop new services and obtain technologies that address the
increasingly  sophisticated and varied needs of our prospective customers;  and

       respond to technological advances and emerging industry standards and
practices  on a cost-effective and timely basis.

     In recognition of the time factors involved and the natural reluctance
of some people and companies to accept and adopt changing technologies, it is
also important for us to provide and continue to provide a full 360 degree
range of purchasing options,  including:

         distribution of catalogs and CD-ROMs,

         ability to order by fax;

         toll free telephone numbers, and

         actual visits by sales representatives.

  Market Niches and Background

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

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

     We believe that this market will grow because of:

          Government legislation which mandates the clean up of toxic waste
sites and the elimination of hazardous materials from the environment as
required under various Congressional Super Fund Acts. The Environmental
Protection Agency designated OSHA to be responsible for the health and safety
of workers in and around areas of hazardous materials and contaminated waste,
as well as regulations requiring that employees wear protective clothing to
protect against exposure to particular contaminants.

           Lower cost of disposable/limited use garments compared to reusable
woven and  cloth garments because of the elimination of costs associated with
laundering, decontaminating, handling, transporting and replacing reusable
woven or cloth garments.

           Increasing workers' compensation claims and large class action
liability suits instituted by both present and prior employees for failure to
be protected against hazardous agents found in the workplace.

           Ongoing expansion in the semiconductor, microelectronics, medical
device and pharmaceutical industries, all of which require manufacturing in a
cleanroom  environment.

     We have identified two initial market niches:

     Industrial safety and hazardous worksites--We sell products to "end
users," that are involved in manufacturing and construction. We will expand
into serving service businesses, public utilities, fisheries, pharmaceutical
plants, the transportation industry  and companies whose employees are exposed
to hazardous materials. Use of these  products has in a large part resulted
from the adoption of OSHA and other governmental safety standards and the
awareness of industry and the general public for the need to provide worker
protection against hazardous materials contained in industrial facilities,
schools and buildings.

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

     Research laboratories and controlled environment facilities--Clean rooms
are one of the most effective approaches to achieving a contamination controlled
environment.   A clean room is a specially designed room in which particulate
presence and environmental  conditions are carefully maintained. Clean rooms
are used for product manufacture   and assembly, testing, research and
development, packaging, aseptic processing and to perform medical/surgical
procedures. Clean rooms are operated and maintained under strict procedures to
minimize the risk of introducing foreign particles. The greatest  demand for
clean room products and services has been and continues to be in the
manufacture and assembly of products based on modern technology. The
semiconductor market is the largest market for clean rooms and other
contamination control products, as  integrated circuits can be rendered
ineffective by a minute particle, undetectable to thehuman eye, and must
be discarded.

     Most colleges and universities, as well as many companies maintain research
laboratories. These facilities require some of the same products as do
cleanroom as well  as many supply items needed to conduct experiments and
other tests.

     We have also designed a series of workstations, work benches, air showers
and other accessories used in cleanrooms. These items are manufactured to our
specifications by third party contractors.

     eSAFETYWORLD sells a large variety of disposable items, including hats,
coats,  boots and gloves, that are used in laboratories and cleanroom
facilities. In addition, weintroduced a new glassware and laboratory supply
product line in September 2000  consisting of more than 7,000 items which will
be added to our website by January   2001. Disposable items are ideal products
for a distributor because they must be reordered on a regular basis.

     Future market niches--We have identified several additional market niches
for future expansion, all of which appear to have the same attributes as
eSAFETYWORLD's initial market niches. The identified niches include products
serving the laboratory  supply, hospital, plumbing supply, construction and
commercial heating and air  conditioning industries.

     Our identified product areas include disposable/limited use protective
industrial  garments, specialty safety and industrial work gloves, reusable
woven industrial and  medical apparel, fire and heat protective clothing,
along with protective systems for personnel, and suits for use by toxic waste
clean up teams.

     Protective garments, including boots, goggles, aprons and overalls, are
used primarily for:

        Safety and hazard protection, to protect the wearer from contaminants
or irritants including chemicals, pesticides, fertilizers, paint, grease, and
dust and from limited exposures to hazardous waste and toxic chemicals
including acids, asbestos, lead, and PCB's;

         Clean room environments, for the prevention of human contamination of
manufacturing or research processes in clean room environments;

         Physical protection, to protect a wearer from laceration, splinters,
eye injuries,    heat and chemical irritants without sacrificing manual
dexterity or comfort;

         Heat and fire protection, to protect municipal fire fighters, military,
airport and industrial fire fighting teams and for maintenance of "hot"
equipment including ovens, kilns, glass furnaces, refinery installations, and
smelting plants;

         Protection from viral and bacterial microbiologicals, to protect the
wearer from contagious diseases including AIDS and hepatitis, at hospitals,
clinics and  emergency rescue sites; and

         Protection from highly concentrated and chemical and biological
toxins, to protect the wearer from toxic waste at Super Fund sites, accidental
toxic chemical  spills or biological discharges, the handling of chemical or
biological warfare weapons and the cleaning and maintenance of chemical,
petrochemical and nuclear facilities.

    Other ancillary products used in cleanroom and laboratory environments,
include:

           Packaging materials,

           Monitor devices,

           Flooring and mats,

           Electrostatic devices,

           Glassware,

           Filters,

           Furnishings, and

           Wipes and swabs.

     Disposable/limited use industrial garments are used in a wide variety of
industries   and applications. Typical industry users are chemical plants,
petrochemicalrefineries   and related installations, automotive manufacturers,
pharmaceutical companies, coal and oil power generation utilities and
telephone utility companies. There are many smaller industries that use these
garments for specific safety applications unique to their situation.

  Business Plan

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

  Catalogues and CD-ROMs -ROMS that contain the same information as our
catalogue and includes a hot link to our website. Currently, our catalogue
concentrates on industrial safety products, but we are designing a catalogue
that will be directed towards the cleanroom market. We completed our current
catalogue and CD-ROM in June 2000. A substantial portion of our personnel
resources were devoted to this project during the period March through June
2000.  Printed catalogues remain an effective means of making initial contact
with customers as well as increasing our name recognition among
prospective customers. All catalogues and printed material set forth our
website   address as well as our toll free telephone number.

  Telemarketing -ROMs. Our experience during the period following the
completion of our initial public offering, convinced us that telemarketing
efforts should be expanded.   In  September 2000 we entered into an agreement
with Equitable Financial Group, Inc.,   a call center based in Salt Lake City,
Utah to conduct a significant portion of our telemarketing efforts. The call
center will place calls to prospective customers having targeted standard
industry codes and zip codes.

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

  Email and Fax Notices
  Independent Sales Representatives -ROMs and increase our overall name
recognition. These independent sales representatives receive compensation
only if they introduce actual customers.

  Software and Computer Resources

    Our strategy has been and is to license or otherwise obtain commercially
available technology and outsource services whenever possible rather than seek
internally developed solutions. With this objective in mind, in March 2000, we
enteredinto an agreement with Apex Interactive Inc to provide us with
database, web design and hosting and Internet marketing services. Apex also
provides web security and other consulting services for us. We pay a monthly
fee of $10,000 for these services.

     Apex' systems are and will continue to be designed based on industry
standard architectures and are designed to reduce downtime in the event of
outages or catastrophic occurrences. These systems provide 24-hour-a-day,
seven-day-a-week availability.   The system hardware is operated by Apex in
Milwaukee, Wisconsin, and provide redundant communications lines and emergency
power backup.

     Our Internet marketing services include:

           Apex Ascend Program - Search engines are still the number one
resource people use to find information on the Internet. Apex Ascend Program
is designed to place  a user in the forefront of search engine listings. This
service includes registration  to over 150 search engines and Internet
directories, as well as a marketing strategy and site optimization to best fit
the criteria of ten leading search engines. The  Ascend program includes
customized META tags, search engine registration, plus quarterly, bi-monthly,
or monthly search engine optimization and reports.

           Lead Generation and Tracking  Email and fax blasts

        Other
    During the period March through July 2000, most of our efforts  with Apex
nvolved revising and updating our Website. We started using the marketing
tools   for the first time in September 2000. We are currently working on
expanding our current databases to incorporate an additional 14,000 products.
We anticipate completing that project early in 2001.

  Customer Service

    We believe that a high level of customer service and support is critical
to retaining and expanding its customer base and encouraging repeat purchases.
A  customer service representative is available five days a week, to provide
customer assistance via e-mail or telephone. Customer service representatives
handle questions about orders, assist customers in finding desired products
and register customers' credit cardinformation  over   the telephone and
respond to questions on our real time messaging system on our website.
Customer service representatives are expected to be a valuable source of
feedback regarding user satisfaction.

  Order Fulfillment and Vendors

     A significant element of our strategic plan involves entering into
agreements with vendors under which the vendors will drop ship products
directly to our customers.   Drop shipment eliminates our requirements to
maintain and store inventory. Our understanding with all of our principal
vendors calls for these vendors to drop ship products   directly to
our customers with customary payment terms and without any advance payment by
us. Products are purchased using purchase orders or verbal agreements. No
long-term   supply agreements, including obligations to purchase inventory,
exist. There can be no assurances that we will continue to be successful in
negotiating these arrangements  with the vendors.

     We anticipate that our principal vendor for many industrial safety products
will  be Ideal Sales Inc., a wholesaler of industrial safety products. Under our
agreement,  we   offer products available from Ideal, which currently number
approximately 15,000.   The agreement does not limit our ability to distribute
substantially similar products sold by  other manufacturers. The prices for
the products are subject to negotiation.

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

  Competition

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

           distributing catalogs in the mail,

           attending trade shows,

           engaging independent sales representatives and

           telemarketing.

  In addition, increasing numbers of competitors are developing in-house
websites  and relying on aggressive pricing.

     We believe that our e-commerce site and our business strategy provide us
with a competitive advantage because:

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

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

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

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

  However, we can give no assurances that our approach will not be duplicated
or improved  upon by others. If we face increased competition, our operating
results may be adversely affected.

  Security

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

  Regulation

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

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

     The Communications Decency Act of 1996, known as "CDA", was enacted in
1996. Although those sections of the CDA that, among other things, proposed
to impose   criminal penalties on anyone distributing "indecent" material to
minors over the Internet were held to be unconstitutional by the U.S. Supreme
Court, there can be no assurance that similar laws will not be proposed and
adopted. Although we do not currently  distribute the types of materials that
the CDA may have deemed illegal, the nature of  similar legislation and the
manner in which it may be interpreted and enforced cannot be fully determined,
and legislation similar to the CDA could subject us to potential   liability,
which in turn could have an adverse effect on our business, financial
condition   and results  of operations. These laws could also damage the
growth of the Internet generally   and   decrease the demand for our products
and services, which could adversely affect   our   business, results of
operations and financial condition.

     As a distributor of Internet content, we face potential liability for
negligence,   copyright, patent, trademark, defamation, indecency and other
claims based on the   nature  and content of the materials that we broadcast.
These types of claims have been brought, and sometimes successfully pressed,
against Internet content distributors. In addition,   we  could be exposed to
liability with respect to the content or unauthorized duplication   or
broadcast of content. Although we will maintain general liability insurance,
our   insurance  may not cover potential claims of this type or may not be
adequate to indemnify   us for all liability that may be imposed. In addition,
although we will generally require our   content  providers to indemnify us
for this liability, the indemnification may be inadequate.   Any
imposition of liability that is not covered by insurance, is in excess of
insurance   coverage  or is not covered by an indemnification by a content
provider could have a material   adverse effect on our business, results of
operations and financial condition.

     We hold the WWW.ESAFETYWORLD.COM domain name, although we believe
that in the future we will hold additional various web domain names and
trademarks.   The acquisition and maintenance of domain names generally is
regulated by governmental agencies and their designees. For example, in the
United States, the National Science   Foundation has appointed Network
Solutions, Inc. as a registrar for the ".com",".net"   and  ".org" generic
top-level domains. The regulation of domain names in the United States
and in foreign countries could change in the near future. These changes in the
United   States are expected to include a transition from the current system to
a system   that is   controlled by a non-profit corporation and the creation
of additional top-level   domains.  Governing bodies may establish additional
top-level domains, appoint additional   domain  name registrars or modify the
requirements for holding domain names. As a result,   we   may be unable to
acquire or maintain relevant domain names in all countries in which   it
may conduct business.

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

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

  New Business Opportunity

     In September 2000 we announced that we would leverage the financial
experience  and contacts of our officers, particularly Messrs. Heil and
Jenkins, to provide  consulting   and incubator-like services to promising
companies. In most cases, we expect to   receive  equity positions in these
companies. We do not intend to make cash investments in   these
companies or structure any investment in a way that will result in us being
classified   as an investment company under the Investment Company Act of
1940. We may distribute   some portion of these equity participations in the
form of dividends to our shareholders.

     `This new business initiative will be undertaken as an addition to our core
 business. These efforts will not, in any way, detract from our commitment to
our   core business plan.

  Personnel

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

     Our success will depend upon continued services of Edward A. Heil, R. Bret
Jenkins and our directors and consultants. Mr. Heil has formulated our
business   plan,  established our goals, and worked with consultants on our
software development.   Messrs,   Heil and Jenkins have extensive contacts in
the financial community. Mr. Brownfiel   has   extensive product experience
and knowledge. Our consultants have extensive experience   dealing with
vendors and customers in our target markets. The loss of one or more   of our
other key personnel or consultants, or our inability to attract qualified
personnel,   could  have a material adverse effect on our business, financial
condition and results   of   operations.

  Item 2 -- Properties

     We operate out of rented office space located at 80 Orville Drive,
Bohemia, NY 11716. The lease, which expires in September 2001 calls for
monthly payments of approximately $1,500. The monthly rental also covers
certain clerical and administrative  services.

  Item 3 -- Legal Proceedings

  eSAFETYWORLD is a defendant in an action brought by a creditor of Laminaire
asserting, among other things, that eSAFETYWORLD is a successor to Laminaire and
seeking repayment of $200,000 allegedly due to him by Laminaire.  Based on
discussion with counsel, eSAFETYWORLD believes that this case is substantially
without merit   and will not result in a material adverse impact on our
financial condition.

  Item 4 -- Submission of Matters to a Vote of Security Holders

                                None

                              PART II

  Item 5 -- Market for Our Common Equity and Related Stockholder Matters

  We completed our initial public offering in February 2000. Our common stock is
quoted on the NASDAQ SmallCap Market under the symbol "SFTY."   The table below
sets forth the high and low sale prices for our common stock since the
completion   of our public offering.


  <TABLE>
  <S>                 <C>    <C>




  Quarter ended:      High   Low



  March 31, 200       $9 1/2 $6 1/2

  June 30, 2000       6 1/2  2 1/8

  Through September 152 15/161 1/4
  </TABLE>

    There are approximately 900 stockholders of record of our common stock.

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

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

     and

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

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

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

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

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

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

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

  Disclosure also has to be made about:

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

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

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

  In order to continue to be included on NASDAQ, a company must maintain:

            $2,000,000 in net tangible assets, or

            $35,000,000 in market capitalization, or

            $500,000 of net income in latest fiscal year or two of the last
three fiscal  years, a  $1,000,000 market value of its publicly-traded
securities and 500,000 shares in  public float.

  Continued inclusion requires two market-makers and a minimum bid price of
$1.00 per share.

  Item 6 -- Management's Discussion and Analysis of Results of Operations and
           Financial Condition

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

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

  Operations

  We had no revenue generating  history  prior to July 1, 1999. In August
1999, we acquired  the customer and vendor lists of the  Distribution
Product  Group of   Laminaire  Corporation.  Our  business  strategy  for
the  twelve months  following  the completion  of our public  offering is
designed to have us  identified  as the Internet independent   sales
representative of industrial safety,  disposable cleanroom, ancillary
cleanroom   equipment, laboratory supplies and first aid products for our
market niches. This strategy   is to:

            update our  e-commerce website to incorporate all 25,000 products
that we offer and incorporate real time customer service components,

           work with Apex  Interactive  and  others to  implement  a
state-of-the-art Internet marketing campaign,

           prepare and distribute a CD-ROM covering our products,

          prepare and distribute printed catalogues, advertising and promotional
material,

           visit or otherwise contact directly targeted customers and vendors,

           Develop an effective telemarketing effort,

           Develop a network of traditional independent sales representatives
to distribute  printed materials and increase our name recognition, and

           attend and present at trade shows.

  We devoted a significant portion of our resources to these infrastructure
efforts during the period from the completion of our public offering through
June 30, 2000.   By June 30, 2000 we had completed our principal catalogue and
CD-ROM and had the initial   database covering approximately 15,000 industrial
safety products included on our   website. During the period subsequent to
June 30, 2000 we continued our infrastructure   efforts, including:

           Establishing a real time customer service component to our website,

           Started our initial Internet marketing campaign with Apex.

          Started developing printed catalogues for laboratory supply, cleanroom
supply  and various other newly-added products,

          Started developing a database for the newly-added products to be added
to  our website through the first quarter of calendar year 2001, and

          Established a program to outsource our telemarketing efforts so as
to increase   such efforts without adding additional employees.

  The operating results for the year ended June 30, 2000 do not reflect any
significant contribution from these infrastructure initiatives, and the
operating   results for the two quarters following June 30, 2000 are not
likely to benefit significantly   from these efforts. However, the programs
should be substantially completed by December 31,   2000 so that subsequent
quarters should start realizing benefits from our efforts. The costs
associated with those undertakings, combined  with  the   amortization
requirements for acquired intangible  costs, make it unlikely that the quarter
ended September 30, 2000 will be profitable.

  Supply Programs - In December 1999, we entered into a supply agreement with a
traditional  wholesaler of industrial  safety  products.  The agreement
provides   us with the ability to sell more than 15,000 different products.
Since then we have continually   added new products and product groups. In all
cases, we have arranged vendors to drop   ship on  our behalf.

  Other Developments   Operations

  We included the results of sales to the customers of the former Distribution
Product Group in our results commencing with August 22, 1999, the date on
which   we acquired the related customer and vendor lists. As discussed below,
our marketing   and  web initiatives took place during the period following
the completion of our public offering and, therefore, were not in place to
impact our operations during the period reported.

         Operating results for the period are as follows:

  <TABLE>
  <S>  <C>                             <C>
       Sales                           $723,968

       Cost of sales                   477,995

       Gross profits                   245,973

       Selling and other               205,046

       Profit before items
       set forth below                 40,927

       Amortization of intangibles     82,662

       Other                           80,610

       Pretax income                   38,875


  </TABLE>

  Our results for the period were adversely affected by:

        the  need to  overcome  vendor  issues  involving  past due  payments
from Laminaire.  We experienced difficulties obtaining shipments while we
established  its own  relationships  with vendors  whose  payments were delayed
by Laminaire.  Throughout the period, various vendors delayed or refused
shipments  because they were dissatisfied with Laminaire's  payment history. It
took us several months to rectify matters and convince vendors that Laminaire
was in no way affiliated with us.

       the  loss  of  many  Laminaire  customers  who  were  dissatisfied  with
Laminaire's  delivery  delays  and who,  therefore,  did not renew  blanket
orders  that were  scheduled to expire in 1999 or who did not give us the
opportunity to   bid for their business.

        the lack of cooperation on the part of certain  Laminaire  employees
during the  transition period.


  At the same time,  substantially  all of the  Company's  human  resources
were  devoted to the offering and then to updating the e-commerce  website and
other infrastructure activities, as well as modifying the Laminaire acquisition
agreement.    We ceased all contacts with Laminaire in March 2000.  By June
2000, we had expanded   our business and vendors to the point that the former
Laminaire vendor and customer   issues were no longer significant to our
ongoing prospects.

  During the period following the completion of our public offering, it also
became apparent to us that many larger prospective users of our products had
rigid purchasing systems that require a vendor to go through an approval
process. We are systematically undertaking the steps necessary to be approved
as a vendor by larger companies.

  We realized a higher gross margin on sales  (approximately 34%) than was
anticipated  (approximately  25%)  because  many of the sales were for higher
margin items or were  orders  that  needed to be fulfilled quickly or
required  some  customization.  Overall, despite the problems and the need to
concentrate on web development and completion of the initial public offering,
earnings before interest and amortization amounted to $40,927 largely because
we kept overhead costs to a minimum.

       During this period, our efforts principally were directed towards:

            Increasing or product offerings;

            Overcoming vendor and other issues inherited from the Laminaire
            purchase;

            Developing and refining our overall strategy; and

            Planning the offering.

  A  substantial  portion  of these  issues  will be  completed  by September
30,  2000 allowing  us to devote  full time to  marketing  and  sales.

         Other  operating  costs consist  principally  of personnel  and
consulting   costs,  including $48,000 paid to Laminaire for services
received through February   2000.

         Amortization  consists  entirely  of  expenses  relating  to the
Laminaire transactions.

  Liquidity and Capital Resources

  We  believe that the net proceeds of our initial public  offering  are
sufficient  to satisfy our  working  capital  requirements  for at least 12
months  because  most  of  our  expenditures  relate  to  marketing,  and  we
have discretion over the timing and amount of these  expenditures.  In
addition,  our emphasis on outsourcing  means that our level of fixed costs
is relatively  low, less than $100,000 per month, and it have no material
obligations or requirements for capital expenditures. At June 30, 2000, we had
cash  and certificates of deposit of approximately $5,017,000.

         We have no commitments for debt financing.  We would seek sources of
financing if we have the opportunity of completing an acquisition.  No specific
acquisition opportunity has been identified at this time.

  Seasonality

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

  New Accounting Pronouncements

  No new pronouncement  issued by the Financial  Accounting  Standards Board,
the American  Institute of Certified  Public  Accountants, the Emerging Issues
Taskforce  or the Securities and Exchange  Commission  is  expected  to have a
material impact   on our financial position or reported results of operations.


  Item 7 -- FINANCIAL STATEMENTS

    The financial statements are filed as part of this Annual Report on
Form 10-KSB.

  Item 8 -- CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE

    None.  We have not had any disagreements with our independent auditors
regarding the presentation of its financial statements or the application of
any   Generally Accepted Accounting Principles.


                              PART III

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

    Our executive officers and directors are as follows:

  <TABLE>
  <S>                 <C>  <C>
  Edward A. Heil      49   Chairman, president and chief
                           executive officer

  R. Bret Jenkins     42   Director, secretary, and chief
                           financial officer

  James Brownfiel     28   Director and chief operating officer

  Claire A. Heil      29   Director and chief administrative officer

  Bridget C. Owens    43   Director

  Steven W. Schuster  46   Director
  </TABLE>


  Edward A. Heil is a founder of eSAFETYWORLD and has been president and a
director since 1997. He is a certified public accountant and a managing
director, since January   1992, in Independent Network Group, Inc., a
financial consulting firm. During that   same period, he has been a principal
of EH Associates, LLC, a financial consulting firm.   From  1984 through
December 1991 he was a partner in the accounting firm, Deloitte &  Touche,
LLP. From 1973 to 1984 he was employed in various professional
capacities   by   Deloitte & Touche, LLP. Mr. Heil holds Bachelor of Arts and
Master of Business Administration degrees from New York University. Mr. Heil,
who will devote from   75 to  90 percent of his time to eSAFETYWORLD, is also
a director of Laminaire Corporation.   EH Associates, LLC has a consulting
contract to provide us with management and  financial services.

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

  James Brownfiel has been an officer since August 1999 and became Chief
Operating   Officer in March 2000. He became a director in September 2000.
From 1996 to1999,   he was a general manager for Deshler Mechanical Corp.
From 1995 to 1996, he was a  District Manager for Ferguson Enterprises. From
1994 to 1995, he was a project manager  for Porter Brothers Inc. He is a
graduate of the University of Notre Dame. Mr. Brownfiel  is Mr. Heil's
son-in-law.

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

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

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

  Board of Directors

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

     The board of directors has an audit committee and compensation committee.
The audit committee reviews the results and scope of the audit and other
services provided   by our independent auditors, review and evaluate our
system of internal controls. The compensation committee will manage our stock
option plan and review and recommend  compensation arrangements for our
officers.

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

  Stock Option Plan

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

     No options were outstanding at June 30, 2000.

  Item 10 -- Executive Compensation

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

     Mr. Brownfiel has a three-year employment agreement that becomes effective
at the effective date of the offering and calls for an annual salary of $80,000
in   Year 1, $120,000 in Year 2 and $125,000 in Year 3, as well as
reimbursement of business  expenses, including a car allowance. In September
2000, Mr. Brownfiel's employment  agreement was cancelled, and we entered into
an agreement with KMB Associates, LLC,  an entity controlled by Mr. Brownfiel,
under which we will pay KMB Associates, LLC  the same amounts that would have
been paid to Mr. Brownfiel under the cancelled  contract.

     Ms. Heil has a three-year employment agreement that becomes effective at
the  effective date of the offering and calls for an annual salary of
$75,000 in Year   1, $110,000 in Year 2 and $120,000 in Year 3, as well as
reimbursement of business expenses, including a car allowance

     We have an agreement with JPJ, Inc., an entity associated with Mr.
Jenkins, under which we have agreed to pay minimum annual fees of $120,000
in each of the three   years in the period ended March 31, 2003 for legal,
financial  and other  business  services..   Mr. Jenkins will receive no
compensation from us beyond the payments to JPJ, Inc.  The  contract
automatically rolls over unless terminated. Mr. Jenkins currently devotes
an average of 35 hours per week to us.

     We have an agreement with EH Associates, LLC, an entity associated with Mr.
Heil, under which we will pay annual consulting fees for general management
services   of $140,000, $145,000 and $150,000 in each of the three years in
the period ended March 31, 2003. Mr. Heil will receive no compensation from us
beyond the payments to EH Associates, LLC. The contract automatically rolls
over unless terminated. Mr. Heil currently devotes an average of 35 hours per
week to us.

     We have an agreement with EDK Associates, LLC under which we have agreed to
pay annual fees of $58,000, $65,000 and $75,000 in each of the three years in
the   period ended July 31, 2003 for administrative, marketing and investor
relations services.   Ms. Owens, a director, is the managing member and sole
owner of EDK Associates, LLC.

  The following table summarizes the salaries and benefits paid to our
president.

  <TABLE>
  <S>       <C>       <C> <C>     <C>      <C>             <C>
                                                   Long Term
                                              Compensation Awards       Payouts
  </TABLE>
                    Annual Compensation (1)
Name and
Principal Position  Year  Salary(a)  Bonus   Other Annual
                                             Compensation  Restricted
                                                           Stock
                                                           Awards ($) Options
                                                                       SARs
Edward A. Heil      2000  $28,717  $3,000
                    1999      0
                    1998      0


(a)   Represents amounts paid to EH Associates, LLC. The other compensation
relates to   the estimated cost of health care benefits.

  Indemnification of Officers and Directors

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

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

  SECURITY OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information known to us regarding beneficial
ownership of our common stock as of September 15, 2000 by:

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

          each of our directors, and

          all of our officers and directors as a group.

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


  <TABLE>
  <CAPTION>
  Name of beneficial    Number of shares owned       Percent of
        owner (1)                                    shares owned (3)

  <S>                  <C><C>            <C>
  Edward A. Heil            443,000           14.77

  R. Bret Jenkins (2)       375,000           11.66

  James Brownfiel           50,000             1.67

  Claire A. Heil            50,000            1.67

  Steven W. Schuster        100,000            3.34

  Bridget C. Owens           50,000            1.67

  Directors and            1,050,000          34.78
  Officers As a Group (6people)

  </TABLE>



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

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

       3.   The calculations for shares and percentages outstanding after the
offering  do notive effect to:

            200,000 shares of common stock reserved for issuance in connection
with warrants granted to Continental Capital & Equity Corporation in July 2000.

            100,000 shares of common stock reserved for issuance upon the
exercise  of the underwriter's warrant


     The lock-up agreements executed by our officers, directors and holders of a
minimum of five percent of our common stock prohibit the transfer of the
shares   without the consent of Kashner Davidson Securities Corp., the
underwriter of our initial   public offering, for 18 months after the
completion of our initial public offering.

  Item 12 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Transaction involving Laminaire - In August 1999, we acquired the customer
and vendor lists and base of the distribution division of Laminaire
Corporation and incorporated   the business. This division distributes
disposable products used in cleanrooms to a wide variety of commercial
customers. The purchase price, as adjusted in March 2000, consisted of 100,000
shares of our common stock, notes payable to the seller in   the  principal
amount of $400,000. This transaction was accounted for as a purchase in
conformity with Opinion No. 16 of the Accounting Principles Board.

     The transaction was approved by two of our disinterested directors.
Edward A. Heil, our chairman, is a director of Laminaire. Steven W. Schuster,
one   of our directors, was Laminaire's corporate secretary. Bridget Owens,
one of our directors,   was employed as special assistant to the board of
directors of Laminaire.

     In August 1999, eSAFETYWORLD made a demand loan to Laminaire
Corporation in the principal amount of $102,000. The loan bears interest at
the   rate of 9%  per annum. The note was convertible into common stock of
Laminaire at a conversion price of $.08 per share, which was the bid price per
share of Laminaire's common   stock on the date of the loan. The loan was made
to provide Laminaire with additional   working capital and to lower the amount
ultimately due from Laminaire under the notes issued   in connection with the
acquisition of the customer and vendor lists of the Distribution Division.
This loan was offset against amounts due to Laminaire in March 2000.

     In September 1999, we signed agreements with Kimberly-Clark Corporation,
The Texwipe Company LLC and Alma, Inc., which were  suppliers to the
Distribution Division of Laminaire. Under the agreement with Kimberly-Clark,
we agreed to guarantee payment for all goods and services sold by Kimberly-
Clark to Laminaire.   The amount of the guarantees was approximately $220,000.
Under the agreements with the vendors, any unpaid amounts as of the closing of
our offering was to be paid from   the proceeds of the offering. Under the
terms of the promissory notes in the principal   amount of $400,000 payable to
Laminaire Corporation, any amounts paid to the vendors of Laminaire could be
deducted from the amounts owed Laminaire. We paid the amounts due to these
vendors in March 2000 and offset the amounts paid against the notes   due to
Laminaire.

     All amounts due to Laminaire were fully satisfied by March 2000.

  Other Transactions and Agreements

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

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

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

       Mr. Schuster, one of our directors, is a member of McLaughlin & Stern,
LLP, a law firm that serves as our general counsel. Mr. Schuster owns 100,000
shares of common stock, which constitute approximately three percent of our
issued and outstanding stock. The board of directors believes that Mr.
Schuster qualifies asan independent director as he owns less than five percent
of our common stock after the offering and the fees paid to McLaughlin & Stern
for services rendered to us constitute less than five percent of the firm's
annual revenues.

     We have engaged in transactions with certain entities which members of
management or 5% or greater shareholders are affiliated. While such
arrangements   could possibly lead to conflicts of interests between us and
such persons, all future   material affiliated transactions and future loans
and loan guarantees with our officers,   directors, 5% shareholders, or their
respective affiliates, will be on terms that are as favorable   to us
as those generally available from unaffiliated third parties.

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



                              PART IV

                  Exhibits and Reports on Form 8-K

  a. Exhibits

  INDEX TO EXHIBITS


  <TABLE>
  <S>      <C>
  Number   Description



  1.1      Form of Underwriting Agreement*

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

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

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

  3.4      Registrant's By-laws*

  4.1      Form of common stock certificate*

  4.2      1999 stock option plan*

  10.1     Asset Purchase Agreement with Laminaire Corp.*

  10.2     Agreement with EH Associates, LLC*

  10.3     Agreement with JPJ,Inc.*

  10.4     Agreement with EDK, LLC*

  10.6     Employment Agreement with James Brownfiel*

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

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

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

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

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

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

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

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

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

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

  10.18    Amendment to Asset Purchase Agreement*

  10.19    Letter Agreement Modifying Asset Purchase Agreement**

  10.20    Amended Consulting Agreement with JPJ, Inc.**

  10.21    Amended Employment Agreement with James Brownfiel**

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

  10.23    Employment Agreement with Claire A. Heil***

  10.24    Amended Agreement with EDK, LLC***

  10.25    Agreement with KMB, LLC.***

  27       Financial Data Schedule
     </TABLE>
     * Filed with the Registrant's Registration Statement on Form SB-2.
     ** Filed with the Registrant's Report on Form 10-QSB for the Three Months
        Ended March 31,  2000
     *** Filed with this Annual Report on Form 10-KSB.


          b. Report on Form 8-K

                      NONE

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


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

    Date: 9/25/00

       _/s/ R. Bret Jenkins___
        R. BRET JENKINS
Title: Chief Financial Officer


    Date: 9/25/00




  Directors

      _/s/ James Brownfiel
     JAMES BROWNFIEL


     Stephen B. Schneer
     Title:  Director


    Date:   9/25/00


       /s/ Claire A. Heil
       CLAIRE A. HEIL
Title: Director


     Date:  9/25/00



        /S/ Bridget C. Owens
        BRIDGET C. OWENS
Title: Director


      Date: 9/25/00



       /S/ Steven W. Schuster
      STEVEN W. SCHUSTER
Title:  Director


       Date:  9/25/00


  TABLE OF CONTENTS

       Page
  <TABLE>
  <S>                                           <C>        <C>
  INDEPENDENT AUDITORS' REPORT                        36


  FINANCIAL STATEMENTS:


  Balance Sheet at June 30, 2000                   37-38


  Statements of Operations for the Years Ended        39
  June 30, 2000 and 1999


  Statements of Cash Flows for the Years Ended        40
  June 30, 2000 and 1999



  Statements of Stockholders' Equity for the          41
  Years Ended June 30, 2000 and 1999


  Notes to Financial Statements                    42-47

  </TABLE>


                    INDEPENDENT AUDITORS' REPORT

  To the Stockholders of
  eSAFETYWORLD, Inc.:

  We have audited the accompanying balance sheet of eSAFETYWORLD, Inc. as of
June 30, 2000, and the related statements of operations, stockholders' equity
and cash   flows for each of the two years in the period then ended. These
financial statements are the responsibility of eSAFETYWORLD's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

  In our opinion, the financial statements referred to above present fairly, in
all   material respects, the financial position of eSAFETYWORLD, Inc. as of
June 30, 2000, and the results of its operations and its cash flows for the
years ended June 30, 2000 and   1999 in conformity with generally accepted
accounting principles.



  /s/ EICHLER BERGSMAN & CO., LLP

  New York, New York
  September 8, 2000







                                   eSAFETYWORLD
                                  BALANCE SHEET
                                  June 30, 2000



Current Assets:
Cash and cash equivalents                                  $3,017,852
Certificate of deposit (maturity date of March 2, 2001)     2,000,000
Accounts receivable, less allowance of $3,000                  97,109
Other current receivables                                      16,907
Prepaid expenses and other                                    246,156
    Total Current Assets                                    5,378,024

Fixed Assets, less accumulated depreciation of $171            101,117

Acquired Intagibles, net of accumulated amortization
     of $82,662                                              1,021,979

Deferred Income Tax Benefit                                      5,000

Other Assets                                                     3,000

Total Assets                                                 $6,509,120


                             eSAFETWORLD,Inc.
                              BALANCE SHEET
                              June 30, 2000


Current Liabilities
Acccounts payable and accrued expenses                    45,801


Commitments and Contingencies

Stockholders' Equity:
Common stock $.001 par value, 20,000,000
Shares authorized: 3,000,000 shares issued
and outstanding                                            3,000
Additional paid-in capital                             6,428,644
Retained earnings                                         31,675
   Stockholders' Equity                                6,463,319

Total Liabilites and Stockholders Equity               $6,509,120




                       eSAFETYWORLD, Inc.
                    STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED JUNE 30, 2000 AND 1999


                                                  2000         1999

Sales                                           $723,968
Costs of Sales                                   477,995
Gross Profit                                     245,973

Expenses
  Selling and adminsitrative expenses            205,046
  Amortization of intangibles                     82,662
  Total expenses                                 287,708

Results from Operations                          (41,735)

Interest Income                                    80,610

Pretax Income                                      38,875

Income Taxes                                       7,200

Net Income                                         31,675        $-

Basic Income per Share                             $0.01         $-

Weughted Average number of Common
and Common Equivalant Shares
Outstanding                                         2,349,863   1,900,000





                           eSAFETWORLD, Inc.
                       STATEMENTS OF CASHFLOWS
              For the Years Ended June 30, 2000 and 1999


                                                   2000          1999

Cash Flows from operating activities

Net Income                                       $31,675

Adjustments to reconcile net earnings to
net cash provided by operating activities:

Depreciation and amortization                      82,833

Increase in accounts receivable                   (97,109)
Increase in other current receivables             (16,907)
Increasr in prepaid expenses and other           (246,156)
Increase in accounts payable                        40,801
Net cash used by operations                       (204,863)

Cash Flows from investing activities:
Purchase of software, equipment and intangibles    (498,929)
Investment in certificate of deposit             (2,000,000)
Net cash used by investing activiities           (2,498,929)

Cash flows from financing activities:
Borrowings                                         485,000
Repayment of debt                                 (485,000)
Issuance of securities                            5,721,644
Net cash provided by financing activies           5,721,644

Net increase in cash                              3,017,852       $-
Cash and cash equivalants-begining                   --           $-
Cash and cash equivalnts - ending                $3,017,852       $-




                            eSAFETYWORLD, Inc.
                    STATEMENTS OF STOCKHOLDERS' EQUITY
              For the Two Years Ended June 30, 2000 and 1999


                               Common Stock      Additional
                                                 Paid-in     Retained
                             Shares    Amount    Capital     Earnings   Total

Balance July 1, 1998       1,900,000   $1,900     $8,100                $10,000
Activity                        -         -        --                      -

Balance June 30, 1999      1,900,000    1,900      8,100                10,000
Issuance of equity securotes as
part of asset purchase      100,000        100    699,900               700,000
Sale of equity securities   1,000,000   1,000     5,720,644            5,721,644
Net income                                                     31,675    31,675


Balance, June 30, 2000     3,000,000    3,000   6,428,644     31,675   6,463,319

                   NOTES TO FINANCIAL STATEMENTS

  NOTE 1--BASIS OF PRESENTATION

         eSAFETYWORLD was established as a Nevada corporation in July 1997 as
The SL Group,  Inc.  and  changed  its name to  eSAFETYWORLD,  Inc. in August
1999 and  completed an initial  public  offering of its common stock in
February 2000.Its   purpose is to operate a business-to-business  E-Commerce
site on the world wide web selling   industrial safety, cleanroom, laboratory
supply and first aid products. In September   2000, it announced that it will
also provide consulting services to other companies.

  NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A summary of the Company's  principal  accounting  and financial
reporting  policies is as follows:

  Use of Estimates -- The  preparation of financial  statements in conformity
with    generally  accepted  accounting  principles  requires  management  to
make estimates  and  assumptions  that  affect  the  reported  amounts  of
assets and liabilities at   the date of the financial  statements and the
reported amounts of revenues and expenses during the reporting  periods,  The
principal  assumptions inherent in the accompanying financial  statements
relate to the realizability and life of the acquired intangibles included
in the  financial statements.

  Revenue  Recognition  -- Revenue for  product  sales is  recognized  in the
period   in which the product is shipped. Revenue for consulting services will
be recognized   as the service is performed.

  Advertising --  eSAFETYWORLD  charges  advertising  costs to expense as
incurred. Costs related to CD-ROMs,  promotional literature and catalogs are
charged to operations when mailed or distributed.

  Basic  Income Per Share -- Basic  income  per common and common  equivalent
share are  calculated by dividing net income by the weighted  average  number
of common   and common equivalent shares outstanding  during each period.
There were no options   or convertible  instruments  outstanding during either
period, except for warrants   the  assumed exercise of which would have been
antidilutive.

  Fixed Assets  Fixed assets consist of the following at June 30, 2000:

  <TABLE>
  <S>            <C>                        <C>
                 Website development costs  $8,370

                 Software                   87,760

                 Equipment                  5,158



                 Total                      101,288



                 Less                       171



                 Net                        $101,117
  </TABLE>


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

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

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

  Intangibles -line basis over ten years.

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

    The Company has a $2,000,000 certificate of deposit that bears interest at
the   rate of 5.7 percent per annum and matures on March 2, 2001. eSAFETYWORLD
maintains substantially all of its cash and certificates of deposit with one
bank. The aggregate   cash balances exceed the balance insured by the Federal
Deposit Insurance Corporation.

    All cash and short-term investments are considered as available for sale.
The cost of such investments at June 30, 2000 approximates their market value.

  Income Taxes -- The Company complies with Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes."  Under SFAS
109,   the liability method is used in accounting for income taxes.  Under
this method, deferred   tax assets and liabilities are determined based on the
differences between inancial   reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates   and laws that will
be in effect when the differences are expected to reverse.

  At June 30, 2000, the Company has recorded a deferred tax benefit of $5,000
relating to the difference in the amortization period used to amortize the
acquired intangibles for financial reporting purposes (ten years) and for
income tax purposes   (14 years).

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


  NOTE 3 -- COMPLETION OF INITIAL PUBLIC OFFERING

  The Company completed an initial  public  offering on February 23, 2000 in
which it sold  1,000,000  shares  of its  common  stock for  gross  proceeds
of   $7,000,000 (and a net proceeds after all expenses of $5,721,644). As part
of the Offering,   it paid the Underwriter a fee equivalent to 13% of total
proceeds  as  commission  and an expense allowance  and also paid $92,000  as
a  consulting  fee.  The  Company  also sold   a warrant  covering  an
aggregate  of up to 100,000  shares of common  stock exercisable at a price of
$10.50 per share to the underwriter, for its own accounts,. The underwriter
paid a price of $100 for the warrant.  The underwriter will receive 100,000
shares   if it exercises  the warrant,  commencing on the first  anniversary
of the date of this   offering  until the fifth  anniversary  of the date of
this  offering.  The terms of the warrant    require  the Company to register
the common stock for which the warrant is exercisable within one year from the
date of the prospectus. This underwriter's  warrant is not  transferable
by the warrant holders other than to officers  and  partners  of  the
underwriter.     The  exercise   price  of  the underwriter's  warrant  and
the  number of shares of common  stock for which the warrant is exercisable
are subject to adjustment to protect   the warrant holders against dilution in
specific events.

  NOTE 4 - ACQUISITION OF CERTAIN INTANGIBLE ASSETS FROM LAMINAIRE
           CORPORATION

         On August 11, 1999,  eSAFETYWORLD  entered into an agreement under
which it acquired certain  intangible  assets and rights of the distribution
business   of Laminaire  Corporation in exchange for 100,000 shares of its
common stock, notes in the principal  amount of $500,000 and the assumption of
accounts  payables relating to professional services in an amount up to
$125,000. The terms of the acquisition were modified   and reduced in March
2000 such that the  principal  amount of notes was  reduced to $400,000 and
the  Company  did not  assume  any of  Laminaire's  accounts payable. The
acquisition agreement provided that the Company obtained the customer and vendor
base and lists, a toll free number and certain pricing  information but
acquired   no tangible  assets  including  inventory or accounts  receivable
as part of the transaction.    The acquired  business  distributes
disposable  products  used in cleanrooms to a wide   variety  of commercial
customers.

  The  Company  had the right to offset  the  principal  amount of a $102,000
demand note that it made to Laminaire,  in whole or in part, against any
payment   due  by  it to  Laminaire  under  these  note  agreements.  In
September  1999, eSAFETYWORLD  also  guaranteed the payment of Laminaire's
trade  obligations to three of Laminaire's  vendors. In addition, the Company
could offset the amounts paid  under  these guarantees or any  amounts  that
it paid or pays to satisfy amounts due by Laminaire to its   vendors
against any amount due by the Company to Laminaire under the note agreements.

  The notes payable bore interest at eight percent per annum and were payable
in 12 quarterly  instalments.  The first  instalments  under the note agreements
were   payable at the earlier of our completion of the Company's  public
offering or March 31, 2000.    As of March  31,  2000,  the  Company  had
made  sufficient  payments to Laminaire   and its vendors to satisfy fully the
notes payable to Laminaire.

  The total  purchase  price of $1,100,000 (which valued the 100,000 shares of
the Company's common stock that were issued at the public offering price) was
accounted  for as a purchase in conformity with Opinion No. 16 of the
Accounting Principles   Board. The entire balance was ascribed to "Acquired
Intangibles" on the accompanying Balance  Sheet.

  The Company's President is also a Director of Laminaire Corporation. He did
not participate in Laminaire's deliberations on the transaction described
above. All  of  the  Company's   Directors  voted   affirmatively  for  the
resolution authorizing the  acquisition.

  NOTE 5 - COMMITMENTS AND CONTINGENCIES

  Consulting Agreements

  eSAFETYWORLD has an agreement with EH Associates, LLC, an entity controlled by
its president  under which  eSAFETYWORLD  will pay annual  consulting fees o
$140,000,  $145,000, and $150,000 in each of the three years in the period
ended   March  31, 2003.  The president  receives  reimbursement  for
expenses  including healthcare,   but receives no other cash compensation from
eSAFETYWORLD.

  JPJ Inc., an entity  controlled by the Company's chief financial officer has a
contract   with  eSAFETYWORLD  under which eSAFETYWORLD has agreed to pay
minimum annual fees of $120,000 in each of the three years in the period ended
March 31, 2003 for   legal, financial  and other  business  services.  The
chief  financial officer  receives  reimbursement  for  expenses,  but
receives  no  other  cash compensation from  eSAFETYWORLD.

  EDK Associates,  LLC, an entity controlled by a director has a contract with
eSAFETYWORLD  under which  eSAFETYWORLD  has agreed to pay annual fees of
$58,000,  $65,000  and $75,000 in each of the three years in the period ended
May    31,  2003  for  administrative,  marketing  and  investor
relationsservices.  The director  receives reimbursement for expenses
including healthcare,  but receives no other   cash compensation from
eSAFETYWORLD.

  Employment Agreement

  The Company's chief operating officer has a three-year employment agreement
that calls for an annual salary of $85,000, $100,000 and $120,000 in each of
the   three years in the period  ended March 31,  2003,  as well as
reimbursement  of business  expenses, including a car allowance. The chief
operating officer is the son-in-law   of the Company's president.

  Agreements with Apex Interactive and Continental Capital & Equity Corporation

  In March 2000, the Company  entered into a three-year  renewable  agreement
with Apex  Interactive  ("Apex")  under which Apex agreed to host the
Company's   e- commerce  website,   provide  Internet  marketing  services
and  support  the Company's databases  used by its  website  for  $10,000  per
month,  subject to adjustment.

  In  July  2000,  the  Company  entered  into  a  one-year  agreement  with
Continental  Capital & Equity  Corporation  ("CCEC")  under which CCEC agreed t
perform public  relations and investor  relations  services for a fee of
$50,000   (included in "Prepaid Expenses" in the accompanying  Balance Sheet)
and warrants to purchase 200,000  shares of common stock as follows - 50,000
shares each at prices ranging   from $3 to $5 per share.

  Rent

         eSAFETYWORLD  is  obligated  under  the terms of a short-term
operating  lease, expiring in September 2001, for office space which call for
minimum monthly rentals of  approximately $1,600.

  Litigation

  eSAFETYWORLD is a defendant in an action brought by a creditor of Laminaire
asserting, among other things, that eSAFETYWORLD is a successor to Laminaire.
Based   on discussion with counsel, eSAFETYWORLD believes that this case is
without merit   and will not result in a material adverse impact on its
financial condition.

  Guarantee

    The Company guarantees a loan in the principal amount of $400,000 for an
unrelated business associate.  The loan is scheduled to be repaid prior to
June   30, 2001.

  NOTE 6 -  STOCKHOLDERS' EQUITY

     The Company was incorporated in the state of Nevada and is authorized to
issue  up to 20,000,000 shares of common stock having a par value of $.001 per
share and 1,000,000 shares of preferred stock. Neither the certificate of
incorporation nor   the by- laws contain any provision that would delay, defer
or prevent a change in control.

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

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

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

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

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

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

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

  Stock Option Plan

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

         No options or other awards were outstanding at June 30, 2000.