U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
               ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2000
   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                        Commission file number 000-274243

                       WORLDTEQ GROUP INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Nevada                                            03-7392107
--------------------                               ------------------
(State  or  other                                   (I.R.S. Employer
 jurisdiction  of                                     Identification
incorporation  or                                          No.)
 organization)

15200  Shady Grove Road, Rockville, Maryland             20850
------------------------------------------------      -----------
  (Address of principal executive offices)             (Zip Code)

Issuer's telephone number, including area code:     (301) 296-4234

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

         Securities registered under Section 12(b) of the Exchange Act:
          Title of each class Name of each exchange on which registered
                                     N/A N/A
         Securities registered under Section 12(g) of the Exchange Act:
                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of Class)

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

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [X]

WorldTeq  Group  International  Inc.'s  revenues for its most recent fiscal year
ended  December  31,  2000  were  $1,300,216.

On  March  26,  2001, the aggregate market value of the voting stock of WorldTeq
Group International, Inc. (consisting of common stock, $0.001 par value) held by
non-affiliates  of  the  Registrant  (approximately  8,341,165  shares)  was
approximately  $1,042,645  based  on  the  closing  price  for such common stock
($0.125)  on  said  date  as  reported  by  the  OTC  Pink  Sheets.

As of March 26, 2001, there were 11,100,000 outstanding shares of WorldTeq Group
International,  Inc.  common  stock.

Documents  incorporated  by  reference:  Portions  of (a) the Registrant's Proxy
Statement  for  the  2000  Annual  Meeting  of  Shareholders are incorporated by
reference  in  Part  III  hereof.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE)  YES  NO X

The Index of Exhibits filed with this Report begins on page 28.


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                       WORLDTEQ GROUP INTERNATIONAL, INC.
                                   FORM 10-KSB

                                TABLE OF CONTENTS


                                                                     Page
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                                   PART  I
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Item 1.   Description of Business. . . . . . . . . . . . . . . . .     3

Item 2.   Description of Property. . . . . . . . . . . . . . . . .    16

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . .    17

Item 4.   Submission of Matters to a Vote of Security Holders. . .    17

                                  PART II

Item 5.   Market for Common Equity and Related Stockholder Matters    17

Item 6.   Management's Discussion and Analysis or Plan of Operation   18

Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . .   21

Item 8.   Changes In and Disagreements with Accountants on
            Accounting and Financial Disclosure. . . . . . . . . .    21

                                  PART III

Item 9.   Directors, Executive Officers, Promoters and Control
            Persons; Compliance with Section 16(a) of the
            Exchange Act. . . . . . . . . . . . . . . . . . . . .     22


Item 10.  Executive Compensation. . . . . . . . . . . . . . . . .     23

Item 11.  Security Ownership of Certain Beneficial Owners and
            Management. . . . . . . . . . . . . . . . . . . . . .     25

Item 12.  Certain Relationships and Related Transactions. . . . .     26

Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . .     28

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . .     29
</TABLE>


<PAGE>
                                     PART I


  ITEM 1.  DESCRIPTION OF BUSINESS

CORPORATE HISTORY

WorldTeq Group International, Inc. was incorporated under the laws of Nevada on
October 13, 1997, and was originally named Halo Holdings of Nevada, Inc. On
October 15, 2001, we amended our articles of incorporation to adopt our current
name, which we believe more accurately reflects the business in which we are now
engaged.

From the date of our incorporation in 1997 until early 1999 our company was
engaged in skydiving and related business ventures. Between February and April
1999 we sold our skydiving business and acquired three companies which are
providers of Internet connectivity and related products and services.
Specifically, in February 1999 we acquired Virtual Information Express, Inc. a
Maryland corporation which provides outsourced Internet services such as
e-commerce applications and collaborative technologies. In March 1999, we
acquired Computer Ease LLC, a Maryland limited liability company which provides
Web design and development services to corporate clients and associations.
Computer Ease has since been merged into our subsidiary A1 Internet Services,
Inc., a Delaware corporation. In April 1999 we acquired Networld Ohio, Inc., an
Ohio corporation, which is an Internet service provider ("ISP") based in
Freemont, Ohio. On March 30, 1999, we sold Skydive USA, our subsidiary engaged
in the skydiving business and in October of 2000 sold the aircraft used in that
business. In June of 2000 we announced our intent to acquire selected assets of
Commonwealth Telecommunications in exchange for restricted stock, after
completion of our due diligence we chose to unwind this transaction but instead
formed WorldTeq Corporation, a Delaware Corporation to focus on adding Long
Distance services to our product line. As a result of these transactions, our
principal business now is providing Internet access, Long Distance Service and
related products and services.

In December of 2000 the Board of Directors voted to discontinue the operations
of several companies not focused on our core competencies, with specific focus
on cash flow and profits. The companies that ceased operations were: A1 Internet
Services Inc., World Link Online Inc., Virtual Information Express Inc., and
Gravity Pilot Air, Inc.

Our principal offices are located at 15200 Shady Grove Road, Rockville, MD 20850
(telephone number 301-296-4234).

OVERVIEW

Through our subsidiaries we provide associations and businesses with
opportunities to generate revenues by supplying those associations and
businesses with Internet technology and Long Distance solutions and services
that they can re-offer under their own names and brands. Our products and
services enable associations and businesses to offer their members, customers
and others a variety of revenue producing solutions and services without making
large investments in technology, infrastructure or staff. The principal products
and services which we offer are:

-    Web site creation and design;

-    Web site hosting;


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-    Co-location;

-    Local telephone call access to the Qwest, UUNET and MegaPop Internet
networks through the combined network's approximately 1900 points of presence
located across the United States and in Canada;

-    Complete electronic commerce services;

-    E-mail and related services such as conference and bulletin board
facilities and mailing list management; and

-    Web centric applications such as calendar services, document management and
encryption.

-    Long Distance service and Calling Cards.

We also sell educational courses developed by others to persons who receive
those courses over the Internet. In addition, we own one regional ISP located in
Fremont, Ohio which had a total of 3,120 subscribers as of December, 2000.
Recently we incorporated WorldTeq Corporation to investigate our ability to add
Long Distance products to our offerings. WorldTeq is a new operation which has
not yet generated a significant number of subscribers or material revenues.

INDUSTRY  BACKGROUND

The Internet is a global network of multiple private and public networks that
use standardized communication protocols to communicate with each other. The
Internet has become an important communication and commercial medium and
presents a significant opportunity for associations and businesses to interact
in new and different ways with a larger number of members, customers, employees,
suppliers and partners. As use of the Internet grows, associations and
businesses are increasing the breadth and depth of their Internet product and
service offerings. Pioneering Internet-based organizations have developed
Internet products and services in areas such as finance, insurance, media,
tourism, retail and advertising. Other organizations have begun to use the
Internet for an expanding variety of applications, ranging from corporate or
association publicity and advertising, to sales, distribution, customer service,
employee training and communication with partners. Increasingly, Internet
operations are becoming mission-critical for many of these enterprises. To
ensure the reliability of their Internet operations, enterprises are requiring
that these operations have high performance standards, scalability and expert
management 24 hours a day, 7 days a week.

Enterprises generally utilize two types of Internet services: connectivity and
valued-added services. Connectivity services provide access to the Internet,
while value-added services consist of products such as Web design and hosting,
electronic commerce services, and communication services that improve the
internal and external operations of an enterprise. Internet connectivity and
value-added services represent two of the fastest growing segments of the
telecommunications services market. The availability of Internet access, the
advancements in technologies required navigating the Internet and the
proliferation of content and applications available over the Internet have
attracted a growing number of Internet users.

The Internet service provider market is segmented into large national or
multinational providers with large high speed networks and regional or local
ISPs who enlist subscribers under their own names but typically rely upon the
larger providers for Internet access. The largest providers, like AT&T, have
what are referred to as "tier one" networks, which exchange Internet traffic
cost-free, at multiple public peering points, as well as through private peering


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arrangements. As the number of ISPs has grown, the requirements to become a tier
one network have increased. It has therefore become more difficult to achieve
tier one provider status. Regional and local ISPs typically purchase access to
the Internet, and invest in equipment and personnel necessary to provide
products and services and customized hands-on support, and bear the cost of
marketing. Since regional and local ISPs often have limited financial resources,
the range of products and services which they offer is often limited.

As is typical in the case of a new and rapidly evolving industry the Internet is
characterized by rapidly changing technology, evolving industry standards and
frequent new product and service introductions. Demand for recently introduced
products and services are subject to a level of uncertainty. Despite growing
interest in the many uses of the Internet some potential users could be deterred
from purchasing Internet access services because of a perceived inconsistent
quality of service, the need to deal with multiple and frequently incompatible
vendors, and perceived inadequate protection of the confidentiality of stored
data and information moving across the Internet. In particular, a perceived lack
of security of commercial data, such as credit card numbers, could impede
commercial exploitation of the Internet. There can be no assurance that
encryption or other technologies will satisfactorily address these security
concerns. The adoption of the Internet for commerce and communications,
particularly by those individuals and enterprises which have historically relied
upon alternative means of commerce and communication, generally requires the
understanding and acceptance of a new way of conducting business.

OUR  BUSINESS  STRATEGY

Our business strategy is to combine the global scale of tier one providers with
the local presence of regional and local ISPs. We provide affordable
connectivity on a global scale by contracting with Qwest, UUNET, and MegaPop,
leading tier one providers, for access to their Internet network at a fixed
monthly fee per end-user. We enable associations, membership sales organizations
and other affinity groups to create non-dues revenue and sales programs by
offering their members high quality Internet products and services without the
investment in technology, equipment and personnel that would ordinarily be
required to establish an ISP. We enable existing regional and local ISPs to
reduce and control their costs, focus their energies on sales and enhance their
marketing by providing, at affordable rates, a variety of products and services
and high quality support services which those ISPs resell to their customers. In
effect, we enable associations, membership sales organizations and ISPs to
become virtual ISPs who market under their own name products and services which
they purchase from us.

We anticipate that a majority of the end-users of our services will be derived
from resellers of our products and services. Therefore, to a large extent, our
ability to grow depends upon the resources and dedication which resellers are
willing to commit to marketing our services. Our current business strategy also
depends upon being able to charge for connectivity to realize recurring
revenues. Recently various providers have begun offering free access to the
Internet. We believe that this practice will not become prevalent among the
customers we are targeting. If our belief is erroneous, we would be required to
develop a different approach to marketing our products and services. Much of our
anticipated growth will be derived from the sale of our electronic commerce
related products. Our ability to grow also depends upon the increasing
acceptance of electronic commerce and the reliability of the inventory, billing
and delivery systems utilized by electronic commerce vendors.


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MARKETS

We focus on three market segments: associations; membership marketing companies
which have an existing customer base; and, regional and local ISPs.

ASSOCIATIONS: There are numerous non-profit associations and a number of other
affinity groups in the United States. These organizations regularly communicate
with established memberships composed of persons with common interests. We offer
these organizations a means to communicate with their members and to provide
membership services. In addition, our connectivity services generate
subscription income and our electronic commerce products provide organizations
that are dependent upon membership dues for their revenues with opportunities to
realize non-dues revenue without large capital investments.

Membership Marketing Companies. There are many large membership-marketing
businesses in the United States which have an established customer base. To
these businesses we offer sales programs with opportunities for recurring
profits, low barriers to entry and opportunities to build brand equity.

Regional and Local ISPs: There are more than 8,100 ISPs in the United States,
according to Thelist.com. We offer these ISPs the opportunity to control their
costs by purchasing connectivity and other products and services at a fixed
price for each end-user and reselling those products and services under their
own names or brands. This allows the ISPs to focus on marketing and provides
them with a broader range of products and services than they might otherwise be
able to offer.

SALES

Our direct sales force consists of two persons dedicated to association and
membership sales and three persons dedicated to the sale of Web site design, Web
site hosting, electronic mail services and other value added products. In
addition, we utilize indirect sales channels, principally our vendor's network
sales force, trade associations and other affinity groups to supplement our
direct sales force.

PRODUCTS  AND  SERVICES

We offer a variety of Internet services including connectivity, electronic mail
services, electronic commerce services, Web hosting and Web site design. We
intend to develop a broader range of value added solutions and services
independently, through acquisitions and through strategic relationships with
providers. Following is a description of the products and services which we are
currently providing to our customers.

CONNECTIVITY

We offer a variety of Internet access solutions; providing basic connectivity to
the Internet, as well as value-added products and services such as e-mail that
enable our customers to expand their basic Internet connectivity capability. We
currently offer both analog and integrated services digital network dial-up
access at speeds up to 128 Kbps. We provide this access at local telephone rates
by means of approximately 1900 points of presence that we have combine from
UUNET, MegaPop and Qwest, which are located throughout the United States and
part of Canada. We also offer frame relay dedicated connectivity and
Point-To-Point service. Our Flex T-1(TM) Frame Relay Account offers access to
T-1 lines on an as needed basis and at bandwidths ranging from 256 Kbps to in
excess of 1024 Kbps. We offer a Digital Subscriber Line service that permits
access to the Internet at up to 1.5 Mbps. These services accommodate
connectivity requirements of Internet users ranging from the single user with a
computer in his or her home to work groups and businesses with multiple users.


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Our connectivity service prices vary depending on whether the customer is a
retail or wholesale customer, although the services made available to both
customers are identical. Retail customers are end-users that purchase and
utilize our dial up connectivity services directly. Wholesale customers are
businesses and associations that resell our services to end-users. We currently
charge each retail customer a monthly fee ranging between $17.95, for our basic
analog service, and $39.95, for our premium integrated services digital network
access. As of December 31, 2000, we had approximately 3,500 retail customers
which accounted for 65% of our connectivity customers. Our wholesale customers
are charged a monthly fee on a sliding scale based on the number of users
utilizing our connectivity services through that wholesale customer. At current
usage levels, we charge each wholesale customer $11 per user, per month. As the
number of subscribers brought to us by a wholesale customer increases beyond
50,000, the monthly charge per user will decrease until it reaches $7 per month
for 250,000 or more users. At December 31, 2000, we had 14 wholesale customers
that resell our services to approximately 4,000 end-users who represent 35% of
our connectivity customers.

CUSTOM  SITE  DESIGN

Web site design is the development of the content that will be displayed on the
Web site when it is being viewed on the Internet. We design Web sites that
convey our customers' marketing messages. Our services range from the
development of a basic Web page to the development of a sophisticated e-commerce
Web site. In addition, we provide domain name registration, place Web site
information in search engines, issue electronic press releases and track the
detailed use of each site. We also offer co-linking of non-competing Web sites,
banner advertisements on Web sites and links to cyber malls, associations and
groups. Our prices for Web site design are based upon the time required and the
materials used to design the site.

WEB  SITE  HOSTING

We offer our customers several options for hosting their Web sites. A customer
can share space on a server which also hosts the Web sites of other customers.
If a customer chooses, we provide a separate server dedicated to that customer's
Web site. A Web site provides a company with a tangible identity and interactive
presence on the Internet. The site allows a company to post information about
itself that is easily accessible to all Internet users. Web sites are also the
basis for providing electronic commerce, where a company can advertise and sell
its products and services. We offer a comprehensive range of basic Web site
hosting products, as well as a growing suite of enhanced Web site hosting
products including electronic commerce solutions. Generally, our customers elect
to rely upon us to provide the hardware and software that is necessary to host a
Web site. We provide these services from a reliable data center environment. We
offer 9 Web site hosting plans, the largest of which provides up to 5,000
megabytes of data transfer per month and up to 50 megabytes of disk storage on
servers located at dedicated space in the Exodus network operations center and
our own center in Fremont Ohio. The Exodus center is maintained and serviced by
on-sight technical personnel 7 days a week, 24 hours a day. Our monthly fees for
our plans range from $9.95 to $99.95 per site.

We also offer co-location to customers who have the resources to manage their
own servers and Web sites and who prefer not to share a server with others.
Co-location customers receive the benefits of having their servers housed in the
network operations center, uninterrupted power supply, daily tape back-up and
the availability of a catastrophic recovery process. We charge each co-location
customer an initial set up fee of $150. Thereafter, our monthly charges vary
between $495 (for our basic monthly service plan) and $645 (for our premium
monthly service plan).


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ELECTRONIC  COMMERCE

Electronic commerce is the execution of commercial transactions over the
Internet. Our electronic commerce services provide businesses the ability to
sell products and services on the Internet. We create links to our customers'
Web sites that bring purchasers into our customers' on-line stores. Our
e-commerce service displays products, takes purchase orders for specified
quantities of each product ordered, collects billing addresses, credit card
information and shipping information, chooses a shipping method, forwards this
data to the seller for completion of each order, and prepares a confirmation of
each order for the purchaser. Our servers deploy the latest encryption software
and digital signature solutions in order to protect the security of our
customers' electronic commerce transactions. Each secure Web Site has its own
VeriSign Digital ID or equivalent and dedicated payment system. We work directly
with each customer's bank to ensure secure, complete technology transfer while
maintaining secure data protection schemes. All customer information is housed
on dedicated machines and protected from unauthorized access by our internal
firewall. Our system is flexible and permits sellers to add, delete or modify
products, add pricing variations, change product descriptions, update prices,
and offer different pricing levels or volume discounts. Our platform also
enables clients to conduct electronic auctions and to merchandise products in
various other ways. Our prices for providing electronic commerce services range
from $99 to $249 per month, depending on the complexity of the services desired
by our customers.

We have also begun to utilize our electronic commerce platform to sell products
ourselves. We are currently offering a series of educational courses delivered
over the Internet and are developing a range of Long Distance and Calling Card
products. We are negotiating arrangements to obtain other products for sale.

OTHER  SERVICES

We offer a variety of other services, which enable communication over the
Internet. These include virtual hosting of electronic mail. This allows users to
maintain their own domains while housing their e-mail on our servers. We offer
the filtering of unsolicited e-mail. Our List Serve Management product enables
the broadcast of e-mail to an established user group. Our E-Share product
provides centralized controlled communication among a specified group of people.
It is used to conduct training sessions electronically, thereby eliminating the
travel and related costs associated with live sessions. Our Web board product is
used to post messages to members of a closed group and allows recipients of
messages to respond. We offer our customers various combinations of these
services which we call packages. We charge our customers a monthly fee per user
per package, which varies from $0.10 to $0.50 depending on the complexity of the
package.

CUSTOMERS

We provide value added services to Associations. Our association customers
include the Christian Telecom Network, Fusion Productions, International Right
of Way Association, The Rutherford B. Hayes Presidential Center, and the
National Association of Enrolled Agents.

At December 31, 2000 we had approximately 11,000 users of our services.
Approximately 3,500 of these were retail customers, and approximately 4,000 were
users who came to us through wholesale customers. Retail customers are end-users
that purchase and utilize our services directly, while wholesale customers are
businesses and associations that resell our services to end-users. In late
November and early December 2000 we terminated contracts with two wholesale
customers, companies who were resellers of our services. As a result we had
approximately 11,000 users of our connectivity services as of December 31, 2000.
At present 65% of our revenues are derived from retail customers and 35% from
users who came to us though our wholesale customers.


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CAPACITY

We define "capacity" to mean the number of customers and the amount of usage
which our equipment and systems can service. As our business grows, we attempt
to assure that our servers and other equipment are adequate for a larger
customer base and for increased usage by each customer. The principal activity
for which we must monitor the capacity of our equipment is Web site hosting. Our
ability to provide hosting services is directly impacted by the capacity and the
number of servers available to us. At present, we have 20 servers, and estimate
that at peak usage our facilities are 25% utilized. Based on our customers'
historical average usage, our current capacity is sufficient to provide hosting
services to more than 100,000 subscribers. Due to our arrangement with Exodus
and UUNET, both major providers of bandwidth, we have access to sufficient
bandwidth to meet our foreseeable needs.

Our future ability to service increasing numbers of customers depends in part
upon our ability to issue bills to, and collect payments from, large numbers of
customers. To that end, in December of 2000 the company standardized on Rodopi
software and has purchased enough licenses to address our current and expected
near future requirements. The license requires no minimum annual payments of any
kind. The software is database driven on our own infrastructure and enables us
to automatically bill end-users for Internet related services that we provide.
We expect Rodopi to significantly enhance our efficiency as we build our
customer base by reducing the amount of time and manpower required to manage our
customer billings.

COMPETITION

The business of providing Internet connectivity services and solutions is highly
competitive and there are no substantial barriers to entry. We believe that
competition will intensify in the future and our ability to successfully compete
depends on a number of factors, including:

-  the  capacity,  reliability  and  security  of  the  network  with  which  we
   interconnect;

-  the  pricing  structure  of  our  services;

-  expansion  of  the  variety  of  products  and  services  which  we  offer;

-  our  ability  to  adapt  our  products  and  services  to  new  technological
   developments;

-  our ability to build and maintain a larger sales force which is knowledgeable
   and  effective;

-  our  ability  to  implement  broad  and  effective distribution channels; and

-  principal  market  and  economic  trends.

Current  and  prospective  competitors  include:

-  national,  regional  and  local  ISPs;

-  long  distance  and  local  telecommunications  providers;

-  cable  television  companies;  and

-  Web  site  hosting  providers.


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Major long distance companies currently offer Internet access services and major
cable companies and companies using wireless terrestrial and satellite-based
technologies are expected to offer Internet connectivity and related services in
the near future. Such competitors have the ability to bundle Internet
connectivity with other services such as local and long distance
telecommunications. This bundling could adversely affect our ability to compete
and could result in a downward pressure on our prices that could adversely
affect our business, financial condition and results of operations.

More particularly, as providers of connectivity we compete with MSN, MegaPop,
UUNet, Earthlink, and AOL. We are also dependent upon Qwest, UUNET and MegaPop
for access to the Internet. Thus we are both a source of end-users and a
competitor for customers of these networks. Our current relationships with these
networks have allowed us to negotiate relationships that give us access to the
networks at a cost which permits us to price our products competitively. If
these relationships were to be terminated or substantially amended our ability
to maintain competitive prices to our customers could be materially and
adversely affected. Please refer to Risk Factors - We are Dependent on Qwest,
UUNET, and MegaPop for Access to the Internet Network. In the area of Web site
design we compete with USWeb. Big Planet is a direct competitor in the business
of providing packaged Internet services to associations. Each of these
competitors has significantly greater market presence, established brand
recognition, financial, technical and personnel resources than we have.

We do not have available information which would permit us to accurately measure
our market share. However, several major ISPs have reported that they have
millions of end-users each; compared to the approximately 11,000 end-users we
have at present. In the area of Web site design, and the business of providing
packaged Internet services to associations, a number of our competitors have
significantly greater revenues than we have, and we believe that we represent
substantially less than 1% of these market sectors. We strive to differentiate
ourselves from our competitors:

-  by  offering  lower  prices  made  possible  by  our  lower  overhead;

-  with  our  ability  to  quickly  adapt  to  new  developments in our industry
resulting  from  the  small  size  of  our  organization;  and

-  by offering the high quality Qwest, UUNET and MegaPop network backbones which
many  of  our  other  competitors  do  not  offer.

EMPLOYEES

As of December 31, 2000 we had 25 full time employees as follows:

-  3  full  time  employees  in  sales  and  marketing;

-  11  full  time  technical  personnel;

-  4  full  time  employees  in  product  development;  and

-  7  full  time  in  administration.

There  are  no  collective  bargaining  agreements  in  effect.  We  believe the
relations  with  our  employees  are  good.


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INTELLECTUAL  PROPERTY

We have no patented technology that would preclude or inhibit competitors from
entering our market. We have entered into confidentiality and invention
assignment agreements with our employees to limit access to and disclosure of
our proprietary information. We intend to apply for copyrights as we develop new
products and solutions. There can be no assurance that these measures will prove
sufficient to prevent misappropriation of our intellectual property or to deter
independent third-party development of similar products.

REGULATION

Our operations are not currently subject to direct regulation by governmental
agencies other than regulations applicable to businesses generally. As use of
the Internet continues to grow, jurisdictions in which we operate may adopt
regulations relating to prices charged users, content, privacy, intellectual
property protection, libel or other matters. If adopted, such regulations could
significantly affect our results of operations

INVESTMENTS

Gravity Pilot Air, Inc., one of our wholly-owned subsidiaries, previously owned
two airplanes that it leased to a skydiving company. In December 1999, the
aircraft's lessee was 5 months in arrears on its lease payments. We engaged
counsel to pursue all available remedies against the lessee, including retaking
possession of the aircraft. On March 18, 2000, a shareholder of the lessee
agreed to participate in a settlement agreement whereby he would pay us $300,000
to bring current the past due lease payments and to settle various other
matters. In addition, the lessee relinquished possession of the airplanes.
Following the execution of the settlement agreement we sold one of the airplanes
for approximately $710,000. The shareholder breached the agreement and we have
perfected a confessed judgment in the amount of $263,000 against any of his
personal assets. We have done a preliminary investigation and are unable to find
assets sufficient to satisfy this judgment. We have dissolved any assets and
have discontinued operations of this entity.

RISK  FACTORS

You should consider carefully the risks described below and other information in
this Form 10-KSB. If any of the events identified in the following risk factors
actually occur, they could materially adversely affect our business, financial
condition and results of operations.

We  Have a History of Losses and Cannot Be Certain We will Achieve Positive Cash
Flow

For the years ended December 31, 1998 and 1999, we had net losses and negative
operating cash flows. For the year ended December 31, 2000, we had a net loss
before extraordinary items of $746,116. In addition, we had an accumulated
deficit of $19,308,994 as of December 31, 2000. We are likely to continue to
incur significant additional losses in the intermediate term.

Even thereafter, we cannot be certain that we will achieve or sustain positive
cash flow or profitability from our operations. Our net losses and negative cash
flow from operating activities are likely to continue even longer than we
currently anticipate if:

-  we  do  not  establish and maintain a customer base that generates sufficient
   revenue;
-  prices  for our products or services decline faster than we have anticipated;


<PAGE>
-  we  do  not remain competitive in the innovation and quality of our products;

-  we  do  not  attract  and  retain  qualified  personnel;

Our ability to achieve our objectives is subject to financial, competitive,
regulatory, legal, technical and other factors, many of which are beyond our
control.

OUR  WEB  PAGE  MAY  HAVE  CONTAINED  CERTAIN  MISLEADING  STATEMENTS

We maintain a web site that contains various information relating to our
company. At times that Web Page contained statements which projected millions of
dollars of highly profitable billings and accumulation of one million users of
our services by 2000. We did not have a factual basis for these statements and
have removed them from our Web Page.

The Web Page contained a statement to the effect that we are involved in the
profitable business of leasing airplanes. Our involvement in the leasing of
airplanes was limited to the leasing of aircraft which we inherited because of
our prior skydiving venture. We no longer lease airplanes, and this statement
has been eliminated from our Web Page.

PURCHASES  AND  SALES  OF  OUR  STOCK  ARE  SUBJECT  TO  PENNY STOCK REGULATIONS

Our stock has had a market price of less than $5.00 per share in recent times.
The SEC has adopted regulations which generally define "penny stock" to be any
equity security that has a market price (as defined) less than $5.00 per share
or an exercise price less than $5.00 per share, subject to certain exceptions.
During periods when our common stock does not qualify for inclusion on the
NASDAQ Small Cap Market or is removed there from, the common stock may become
subject to rules that impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability of investors to sell our common stock in the public market. Our
Limited Operating History makes it Difficult to Assess Our Past Performance and
Future Prospects

You have limited historical operating and financial information on which to base
your evaluation of our performance and our prospects. We have acquired four
companies since the beginning of 1999 and disposed of substantially, all of the
businesses in which we were engaged in prior years. This limits the
comparability of our operating and financial information from period to period.


<PAGE>
You should consider our prospects in light of the substantial risks, expenses,
uncertainties and difficulties frequently encountered by companies in the new
and rapidly evolving markets for Internet products and services. Such risks
include the possibility that:

-  we  will be unable to increase and sustain levels of interest in our products
and  services  by  associations,  membership  marketing  companies  and  ISPs;

- we will fail to sell our products successfully through our direct sales force;

-  our  competitors will develop services or products similar or superior to our
own;

-  market  prices  for  our  products  and  services  will  fall  as a result of
competition  or  other  factors;

-  we  will  be  unable  to  identify,  attract,  motivate  and retain qualified
personnel;  and

-  we  will  fail to fully integrate with our existing operations the technology
and  operations  of  any  of  the  businesses  that  we  acquire.

We cannot be sure that we will be successful in addressing such risks, and the
failure to do so could have a material adverse impact on our business, financial
condition and results of operation.

WE ARE DEPENDENT ON QWEST, UUNET AND MEGAPOP FOR ACCESS TO THE INTERNET NETWORK

Our ability to offer end-user access to a tier one Internet network on an
affordable basis is dependent upon our relationship with Qwest, UUNET and
MegaPop which charge us a fixed monthly fee for each end-user. This enables us
to offer connectivity to tier-one networks for which we pay only when end-users
subscribe for our services. If these relationships were to be terminated, or if
the terms were to be substantially amended, we might be required to enter into
arrangements for bandwidth with others on less favorable terms. There is no
assurance that we would be able to purchase connectivity on comparable terms and
there is no assurance that we would be able to pass on additional costs to our
customers. Our inability to obtain bandwidth on comparable terms could
materially and adversely affect our business, financial condition and results of
operations.

WE RELY ON OTHERS TO MARKET OUR PRODUCTS AND SERVICES TO END-USERS

We believe that we will derive the majority of our recurring revenues from
subscription fees and fees for value added services paid by end-users of our
products and services. The amount of those revenues is dependent upon the level
of success achieved by associations, membership marketing companies and ISPs in
marketing our products and services to their members and customers. Most of our
contractual relationships with associations were formed recently and have not
yet generated substantial sales to end-users. Thus, we are not yet in a position
to assess whether our products and services will gain acceptance among the
members of these associations or whether these associations will invest the
resources necessary to market our products and services successfully. If sales
to end-users do not meet our expectations, our business would be adversely
affected and we would be required to develop alternate marketing and sales
strategies. We Are Subject to Risks As We Make Acquisitions and Engage in
Strategic Alliances

As  part of our business strategy, we may acquire, make investments in, or enter
into  strategic  alliances  with companies in complementary businesses, so as to
optimize  our  market presence in the regions we presently serve and expand into
other  regions.  In particular, we intend to acquire local and regional ISPs and


<PAGE>
e-commerce  companies.  Any  such  future acquisitions, investments or strategic
alliances  would  involve  risks,  such  as

- incorrect assessment of the value, strengths and weaknesses of acquisition and
investment  opportunities;

-  underestimating the difficulty of integrating the operations and personnel of
newly  acquired  companies;

-  the  potential  disruption  of  our  ongoing  business,  including  possible
diversions  of  resources  and  management  time;

- the potential inability to maintain uniform standards, control, procedures and
policies;

-  and  the  threat of impairing relationships with employees and customers as a
result  of  changes  in  management  or  ownership.

We cannot assure you that we will be successful in overcoming these risks.
Moreover, we cannot be certain that any desired acquisition, investment or
strategic alliance could be made in a timely manner or on terms and conditions
acceptable to us. Neither can we assure you that we will be successful in
identifying attractive acquisition candidates. We expect that competition for
such acquisitions may be significant. Competition for Internet companies is
based on a number of factors including price, terms and conditions, size, access
to capital, and ability to offer cash, stock or other forms of consideration. We
may compete with others who have similar acquisition strategies, many of whom
may be larger and have greater financial and other resources than we have.

An additional risk associated with acquisitions is that many attractive
acquisition candidates do not have audited financial statements and have varying
degrees of internal controls. Although we may believe that the available
financial information for a particular business is reliable, we cannot guarantee
that a subsequent audit would not reveal matters of significance, including with
respect to liabilities, contingent or otherwise. We expect that, from time to
time in the future, we will enter into acquisition agreements, the pro forma
effect of which are not known and cannot be predicted.

WE  MAY  HAVE  DIFFICULTY  MANAGING  OUR  RAPID  GROWTH

Our growth strategy has placed and will continue to place a significant strain
on our customer support, sales and marketing, administrative resources, our
network and operations and our management and billing systems. Such a strain on
our administrative and operational capabilities could adversely affect the
quality of our services and our ability to collect revenues. To manage our
growth effectively, we will have to enhance the efficiency of our operational
support, other back office systems and financial systems and controls. We cannot
assure you that we will be able to maintain adequate internal operating,
administrative and financial systems, and procedures and controls.

Managing our growth will become even more challenging as we expand our target
markets and our product and service offerings. Promotion and enhancement of our
products and services will depend largely on our success in continuing to
provide high quality Internet communications services, solution and product
support. We cannot guarantee that we will be able to maintain those levels of
quality. If we are unable to do so or otherwise fail to promote and maintain our
products or services, or if we incur excessive expenses in an attempt to improve
our services or promote and maintain our products, then our business, results of
operations and financial condition could be materially and adversely affected.


<PAGE>
In addition, as we continue to grow we will have to expand and train our
employee base to handle the increased volume and complexities of our business.
We cannot assure you that we will be able to attract, train and manage
sufficient personnel to keep pace with our growth.

SALES OF SHARES BY OUR SHAREHOLDERS COULD DEPRESS OUR STOCK PRICE

The market price of our common stock could drop as a result of sales of a large
number of our shares in the public market. The perception that such sales may
occur could have the same effect. As of January 31, 2000, our executive officers
and directors owned, directly or indirectly, approximately 32.05 % of our common
stock.

WE ARE SUBJECT TO SECURITY AND FRAUD RISKS

Despite our efforts to implement network security measures, such as limiting
physical and network access to our computers, our Internet infrastructure is
vulnerable to computer viruses, break-ins and similar disruptive problems caused
by customers, employees or other Internet users. Computer viruses, break-ins or
other disruptive or security problems could lead to interruptions, delays or
cessation in service to our Internet customers. Further, such inappropriate or
unauthorized use of the Internet could also potentially jeopardize the security
of confidential information stored in the computer systems of our customers and
other parties connected to the Internet, which may deter potential customers and
give rise to liability to users whose security or privacy has been violated. The
security and privacy concerns of existing and potential customers may inhibit
the growth of the Internet service industry in general and our customer base and
revenues in particular. A significant security breach could result in a loss of
customers, damage to our reputation, direct damages, costs of repair and
detection and other expenses. In addition, our revenues for any given period may
be adversely affected by fraud or debt collection problems that we experience.
The occurrence of any of these events could have a material adverse effect our
business, results of operations and financial condition.

WE MAY BE HURT BY SYSTEM FAILURES

Our success is largely dependent upon our ability to deliver high speed,
uninterrupted access to the Internet. Any system failure that causes
interruptions in our operations could have a material adverse effect on us. We
currently rely upon our vendor's Internet Network. Failures in this or any other
telecommunications network on which we rely would result in customers' receiving
no or diminished access to the Internet.

WE COULD BE HELD LIABLE FOR INFORMATION DISSEMINATED OVER OUR NETWORK

The law relating to liability of ISPs for information and materials carried on
or disseminated through their networks is not completely settled. The
possibility that courts could impose liability for information or material
carried on or disseminated through our network could require us to take measures
to reduce our exposure to such liability. Such measures may require us to spend
substantial resources or to discontinue certain product or service offerings.
Any of these actions could have a material adverse effect on our business,
operating results and financial condition.

Due to the increasing use of the Internet, it is possible that additional laws
and regulations may be adopted with respect to the Internet covering issues such
as user privacy, pricing, taxes, defamation, obscenity, intellectual property
protection, consumer protection, technology export and other controls. Changes


<PAGE>
in the regulatory environment relating to the Internet services industry could
have a material adverse effect on our business, results of operation and
financial condition.

WE ARE SUBJECT TO INTELLECTUAL PROPERTY RISKS

Legal standards relating to the validity, enforceability and scope of protection
of intellectual property rights in Internet-related industries are uncertain and
still evolving, and we cannot be certain as to the future viability or value of
any of our intellectual property rights or those of other companies within the
IT industry. We cannot assure you that the steps we have taken to protect our
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate our proprietary rights. Any such infringement or
misappropriation, should it occur, could have a material adverse effect on our
business, results of operations and financial condition. Furthermore, we cannot
be certain that our business activities will not infringe the proprietary rights
of others or that such other parties will not assert infringement claims against
us. We anticipate that we may be subject to claims in the ordinary course of our
business, including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties due to the dissemination of our
content or the provision of access by our online services to content made
available by third parties. Such claims and any resultant litigation, should it
occur, could subject us to significant liability for damages and could result in
invalidation of our property rights and, even if not meritorious, could be
time-consuming and expensive to defend, and could result in the diversion of
management time and attention, any of which could have a material adverse effect
on our business, results of operations and financial condition.

We regard substantial elements of our products and services as proprietary and
we attempt to protect them by relying on trademark, service mark, trade dress,
copyright and trade secret laws and restrictions on disclosure and transfer of
title. We also enter into confidentiality agreements with our employees,
suppliers, distributors, consultants, vendors and customer and license
agreements with third parties and generally seek to control access to and
distribution of our technology, documentation and other proprietary information.
We are pursuing the registration of our service marks but we currently have no
patents or applications for patents pending for our products or services.
Effective service mark, copyright and trade secret protection may not be
available.

WE ARE SUBJECT TO THE RISKS ASSOCIATED WITH RAPID INDUSTRY CHANGES

The Internet services industry in which we operate is characterized by rapidly
changing technology, evolving industry standards, emerging competition and
frequent new service, software and other product innovations. We cannot
guarantee that we will be able to identify new service opportunities
successfully and develop and bring new products and services to market in a
timely and cost-effective manner, or that product, software and services or
technologies developed by others will not render our products and services
non-competitive or obsolete. In addition, we cannot provide any assurance that
our product or service developments or enhancements will achieve or sustain
market acceptance or be able to address effectively the compatibility and
interoperability issues raised by technological changes or new industry
standards.

WE DO NOT EXPECT TO PAY DIVIDENDS

The Company does not anticipate paying cash dividends in the foreseeable future.


<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

Our headquarters is located at 15200 Shady Grove Road, Suite 350, Rockville,
Maryland 20850, where we lease approximately 650 square feet of office space.
The month to month term of the lease commenced on December 1, 2000. The monthly
rent is $5,380.

We also lease approximately 450 square feet of office space in Sandusky, Ohio at
an annual rental of $3,750, and approximately 2800 square feet in Fremont, Ohio
at an annual rental of $16,800. The properties are the subject of one-year
leases expiring on July 31, 2001.

We sub-lease approximately 300 square feet at Exodus Center for use as our data
warehousing facility. The lease has a one-year renewable term and we pay rent at
the rate of $12,000 per year. The facility has more than one gigabyte of
Internet bandwidth available to us therefore allowing us to provide T-1 hosting
services on a pay as you go basis.


ITEM 3. LEGAL PROCEEDINGS

We are not party to any legal proceeding which could have a material effect upon
our business, financial condition or results of operations.

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

The only matter submitted and approved during a shareholder meeting in November
of 2000 was the addition Craig Kendall as a director and adoption of a company
stock option plan to be implemented in January of 2001.

                                     PART II

 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

From May 24, 1999 to November 19, 1999, our common stock traded on the OTC
Bulletin Board under the symbol "AWON." In the period between October 10, 1998,
when trading on the OTC Bulletin Board began, and May 24, 1999, our common stock
traded under the symbol "HALO."

On January 4, 1999, the SEC approved amendments to Rules of the National
Association of Securities Dealers that limit quotations on the OTC Bulletin
Board to the stock of companies that are registered with the SEC under the
Securities Exchange Act of 1934. The letter "E" is affixed to ticker symbols of
those companies that have not completed the registration process with the SEC as
of a certain date and indicates that the affected company will be removed from
the OTC Bulletin board within 30 days. On November 19, 1999, an "E" was affixed
to our OTC Bulletin Board trading symbol and our common stock began trading
under the symbol "AWONE." Our common stock was removed from the OTC Bulletin
Board on December 16,1999, because we had not then completed the registration
process, and began trading on the "Pink Sheets" of the National Quotation
Bureau, LLC. The closing price of our common stock on the OTC Bulletin Board was
6-3/4 on December 15, 1999.

In March 2000 we completed our registration under the Securities Exchange Act of
1934, as amended. On March 20, 2000, our common stock was once again listed on
the OTC Bulletin Board and began trading under the symbol "AWON." The closing
price of our common stock on the OTC Bulletin Board as of March 24, 2000 was
$4.25.

The following table sets forth for the periods indicated the high and low bid
prices for our common stock as reported each quarterly period in 1998, 1999 and
2000. The prices are inter-dealer prices, do not include retail mark ups, mark
downs or commissions and may not necessarily represent actual transactions.


<PAGE>
<TABLE>
<CAPTION>
1998                                         High    Low
----                                        ------  -----
<S>                                          <C>    <C>
Fourth Quarter (beginning October 10, 1998)  5      3-3/4

1999
----
First Quarter                                7-1/2      1
Second Quarter                               8       5.13
Third Quarter                                7-3/4      5
Fourth Quarter (through December 15, 1999)   6-3/4  3-3/8

2000
----
First Quarter                                5       2.75
Second Quarter                               4.25    2.00
Third Quarter                                3.75    2.25
Fourth Quarter                               2.375   .125
</TABLE>

We made the following sales of unregistered common stock during the year ended
December 31, 2000. All sales since that date were made by A1 Internet.

  DATE
OF ISSUE   TITLE   PURCHASER   SHARES SOLD   CONSIDERATION   EXEMPTION
--------   -----   ---------   -----------   -------------   ---------

                         NO SALES WERE MADE DURING 2000


In connection with a private placement offering in July 1999 we are obligated to
issue warrants to the investors and the placement agents if gross sales of
$13,000,000 are not achieved as of specified dates.  During the time frame we
were $422,359 short of our goal and therefore the investors will receive 100,000
warrants and each placement agent will receive 50,000 warrants. These warrants
will have an exercise price of $2.75 and a term of five years from the date of
issuance.

In addition, we have issued and outstanding warrants to purchase 500,000 shares
of our common stock at an exercise price of $.10 per share and warrants to
purchase 386,650 shares of common stock exercisable at $5.50 per share.

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

The following discussion is based on the audited consolidated financial
statements for the years ended December 31, 2000 and 1999. Readers should note
that during the periods covered by these financial statements we were engaged in
a variety of businesses. Prior to engaging in the business of providing Internet
access and related services we operated a skydiving business. We sold our
skydiving business in the first quarter of 1999. We continued to receive rental
income by leasing our airplanes to the purchasers of the skydiving business
through the fourth quarter of 1999. We suspended our airplane leasing activities
as of December 31, 1999 and we are reporting these activities as discontinued in
our audited financial statements to this form 10KSB. In the first quarter of
2000 we sold our available assets and discontinued all operations.  During 2000


<PAGE>
we reviewed all of our business units and made decisions that impacted several
entities that we have chosen to discontinue.  These companies include: A1
Internet Services, Inc., Virtual Information Express Inc., and World Link Inc.,
our audited statements include extraordinary charges related to these activities
but revenue figures are not included.

We first began providing Internet access and related services by acquiring
Virtual Information Express, Inc, Computer Ease, LLC, and NetWorld Ohio, Inc. in
the first and second quarters of 1999. Much of our Internet-related business is
in the development stage. We anticipate that as the number of our end-users
increases, a larger percentage of our revenues will be derived from recurring
charges for connectivity, e-commerce and other value-added services, and that a
smaller percentage of our revenues will be derived from Web site design and
technical services.

During the next twelve months we will focus on increasing the number of
end-users utilizing our services. In particular, we intend to intensify sales
efforts directed at businesses and associations that resell our services to
end-users. We continue to review opportunities to acquire ISPs that will
increase our end-user base and enhance our Internet-related service
capabilities. We believe that our current organization and infrastructure will
enable us to rapidly assimilate viable acquisition targets and take advantage of
related cost savings.

To meet our growth expectations, we anticipate that we will need to add up to 5
additional employees in the areas of computer programming, marketing, customer
service and sales over the next twelve months. We will also need to invest
approximately $100,000 in capital assets to maintain and upgrade our network.


The following table sets forth certain information about the source of our
revenues and costs of sales:

<TABLE>
<CAPTION>
                          2000       %       1999       %
                        ---------  ------  ---------  ------
<S>                     <C>        <C>     <C>        <C>
REVENUES
Connectivity & Hosting    928,508    71.4  1,208,031    29.6
Design Fees               246,819    19.0    382,375     9.4
Electronic Commerce       124,889     9.6  2,496,810    61.0
                        ---------  ------  ---------  ------
                        1,300,216   100.0  4,087,216   100.0
                        ---------  ------  ---------  ------

COST OF SALES
Connectivity & Hosting    361,239    79.0    656,607    19.6
Design Fees                50,300    11.0    253,151     7.6
Electronic Commerce        45,730    10.0  2,437,162    72.8
                        ---------  ------  ---------  ------
                          457,269   100.0  3,346,920   100.0
                        ---------  ------  ---------  ------
</TABLE>

Results of Operations - Twelve Months Ended December 31, 2000 Compared to Twelve
Months Ended December 31, 1999


<PAGE>
REVENUES

Total revenues decreased from $4,301,253 to $1,300,216 in the twelve months
ended December 31, 2000. In the twelve months ended December 31, 2000, revenues
were derived from the following sources:

                                                            Twelve Months Ended
                                                            December 31, 2000

Internet related businesses                                      $1,300,216


The principal components of our revenues from our Internet-related businesses
were:

                                                            Twelve Months Ended
                                                            December 31, 2000
Connectivity & Hosting                                      $928,508      71.4%
Design Fees                                                 $246,819      19.0%
Electronic Commerce                                         $124,889       9.6%


COST OF SALES

Cost of sales decreased from $3,359,943 in the twelve months ended December 31,
1999 to $457,269 in the twelve months ended December 31, 2000. In the twelve
months ended December 31, 2000, the cost of sales consisted primarily of
Internet-related costs as follows:

                                                   Twelve Months Ended
                                                    December 31, 2000
     Connectivity                                  $361,239          79.0%
     Design Fees                                   $50,300           11.0%
     Electronic Commerce                           $45,730           10.0%


OPERATING EXPENSES

The following table sets forth certain information regarding operating expenses:

<TABLE>
<CAPTION>
                                                            Twelve Months Ended

                                                          2000              1999
<S>                                             <C>        <C>       <C>        <C>
     OPERATING EXPENSES
     Advertising                                   49,222       2.9    145,972    2.9
     Salaries and related expenses                408,561      24.3  1,151,560   22.6
     Travel and entertainment                     314,521      18.7    131,550    2.6
     Bad debt expense                             613,674      36.5    265,256    5.2
     Legal and professional                        61,269       3.6    428,732    8.4
     Occupancy costs                               55,000       3.3    194,457    3.8
     General and administrative                    21,858       1.3    429,796    8.4
     Consulting                                    17,785       1.0    261,849    5.1
     Depreciation and amortization                139,845       8.4  2,092,507   41.0
                                                ---------  --------  ---------  -----
                Total Operating Expenses        1,681,735     100.0  5,101,679  100.0
</TABLE>


<PAGE>
LIQUIDITY AND CAPITAL RESERVES

Since our inception we have financed our operations primarily through private
sales of our stock. Total net proceeds from the sale of equity securities in the
period between the company's formation and December 31, 2000 amounted to
approximately $4,845,000.

CASH FLOW

Operating activities used cash of $2,090,748 and $5,173,620 in the twelve months
ended December 31, 1999 and 2000, respectively.

Investing activities used cash of $2,152,826 and $4,713,106 in the twelve months
ended December 31, 1999 and 2000, respectively.

Net cash flow generated by financing activities was a gain of $4,852,760 and a
deficit of $<136,119> in the twelve months ended December 31, 1999 and 2000,
respectively.

WORKING CAPITAL

Working capital, defined as the excess of the company's current assets over its
current liabilities, was a deficit of <$400,182> at December 31, 2000 compared
to an excess of $494,378 at December 31, 1999.

As of December 31, 2000 the company had no borrowing facility established with a
financial institution. We expect that we will need approximately $200,000 to
fund our operations through the next twelve months. We intend to fund our
operations through the next twelve months through working capital.


ITEM 7. FINANCIAL STATEMENTS

Information with respect to this item is contained in the consolidated financial
statements beginning on page F-1 of this Report. Such information is
incorporated herein by reference.

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

For the fiscal year ended December 31, 2000, we have retained Michael Johnson &
Co. LLC as our principal independent accountant to replace Spicer Jeffries and
Co., our principal accountant for the fiscal year ended December 31, 1999.
Spicer Jeffries report on our financial statements for the prior fiscal year did
not contain an adverse opinion or disclaimer of opinion and was not modified as
to uncertainty, audit scope, or accounting principals. The decision to change
accountants was approved by our Board of Directors. There were no disagreements
with our former accountant, whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which if not resolved would have caused our former accountant to make
reference to the subject matter of the disagreement(s) in connection with its
report.


<PAGE>
                                    PART III

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth information regarding the executive officers and
directors of the Company.

       Name                 Age     Position                 Since
----------------------      ---  -------------------       -----------
Bruce Bertman                43  President, Treasurer      March 1999
                                 and Chairman of the
                                 Board of Directors

Craig Kendall                43  Director                  December 2000

Donald Dea                   46  Secretary and Director    October 1999

Bruce Bertman - Mr. Bertman serves as our President, Treasurer and Chairman of
the Board of Directors. Mr. Bertman has more than 12 years of experience in the
high technology industry. From 1988 to 1991, he served as Regional Manager and
Operating Officer of Inacomp Computer Centers, a predecessor of Inacom. From
1991 to 1993, Mr. Bertman was Vice President of Microware Distributors, a
computer product distribution organization, in charge of government reseller
programs on a national basis. In 1993, Mr. Bertman founded Computer Ease, LLC,
where he served as its President until we acquired that company in 1999. In
1998, Mr. Bertman founded Stockmaker.com, Inc. and serves as President and
Chairman of that company. Mr. Bertman also currently serves as a director of
several internet-related companies, including Moneyzone.com Inc., Cyber Realm
Inc., and Computer Kids Network, Inc.

Donald Dea - Mr. Dea serves as our Secretary and Director. Mr. Dea has also been
a co-founder and partner of Fusion Productions, a meeting planning company,
since 1995. Mr. Dea was Vice President and co-founder of Alaris Inc., a
developer of high performance systems, motherboards and peripheral products for
personal computers, from 1992 to 1995. From 1984 to 1992, he worked for Xerox
Corporation, servings as: General Manager of U.S. Customer Operations, in charge
of developing strategic partnerships; General Manager of OEM/VAR Channel
Operations; Manager of Marketing and Quality.

Craig Kendall - Mr. Kendall serves as President of Kendall & Company, an
accounting services firm since June, 1995 and Chief Financial Officer of
MoneyZone.com since June, 1999.  From June 1989 to June 1995, he served as the
Chief Financial officer for RENEX Corporation, a computer data communication
software development and manufacturing firm.  He is a licensed Certified Public
Accountant in the states Maryland and Virginia.


(b) There are no other officers or significant employees.

(c) No family relationships exist between the directors and the officers.


<PAGE>
(d) No legal proceedings have been instituted in the previous five years against
any of our directors or officers.

On March 30, 1999, our wholly-owned subsidiary, Skydive USA, was sold to Larry
Kerschenbaum and Thomas Keese, two of our founding shareholders, officers and
directors. In consideration for Skydive USA, Messrs. Kerschenbaum and Keese
returned to us a total of 400,000 shares of our outstanding common stock.

On March 31, 1999, our wholly-owned subsidiary, Gravity Pilot Air, Inc., agreed
to lease its two airplanes to Skydive USA, a former subsidiary, for a term of
twelve months. The lease provides that Gravity Pilot Air, Inc. is to receive
base rent of $21,176 per month for the use of the airplanes, and an additional
$35 for each hour of flight of the leased aircraft.

In connection with the resignation of Larry Kerschenbaum, we paid him a total of
$35,000 as severance pay. This amount was paid in seven monthly payments of
$5,000 each.

During the first six months of 1999, we challenged claims for reimbursement of
alleged business expenses made by our former President Larry Kerschenbaum and
our former CEO Thomas Keese. These claims had previously been carried on our
books as liabilities totaling $177,331. Messrs. Kerschenbaum and Keese did not
provide documentation or other evidence substantiating these claimed expenses
and agreed to forgive the alleged indebtedness.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires that our officers
and directors, and persons who own more than ten percent (10%) of a registered
class of our equity securities file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and with the
exchange on which our securities are traded. Such reporting persons are required
by SEC regulation to furnish us with copies of all Section 16(a) forms so filed.

Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to
us pursuant to Rule 16a-3(e) promulgated under the Securities Exchange Act of
1934, or upon written representations received by us, we are not aware of any
failure by an officer, director or beneficial owner of more than 10% of the our
common stock to file timely with the Securities and Exchange Commission any
Forms 3, 4 or 5 relating to the fiscal year ended December 31, 2000.

  ITEM 10. EXECUTIVE COMPENSATION

(a) GENERAL. No salary or regular compensation is paid to our directors.
Pursuant to our By-laws, directors are eligible to be reimbursed for their
actual out of pocket expenses incurred in attending Board of Directors meetings
and other director functions, as well as fixed fees and other compensation to be
determined by the Board of Directors. No such compensation or expense
reimbursements have been requested by the directors or paid to date. Salary
amounts paid and stock options granted to our executive officers are detailed in
subsection (b) below.

(b) SUMMARY COMPENSATION TABLE. The following table sets forth certain summary
information concerning the compensation paid to the Chief Executive Officer and
certain executive officers for the fiscal years ended December 31, 1999 and
2000.


<PAGE>
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

----------------------------------------------------------------------------------------------
                                                       Annual        Long-Term Compensation
                                                    Compensation
----------------------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION                      FISCAL  SALARY ($)  SECURITIES    ALL OTHER
                                                  YEAR               UNDERLYING  COMPENSATION
                                                                      OPTIONS         ($)
                                                                      SARS (#)
----------------------------------------------------------------------------------------------
<S>                                              <C>     <C>         <C>         <C>
BRUCE BERTMAN                                      2000     101,760         N/A       7,800(1)
----------------------------------------------------------------------------------------------
PRESIDENT, TREASURER AND CHAIRMAN OF THE BOARD     1999      96,000         N/A            N/A
----------------------------------------------------------------------------------------------
DONALD DEA(2)                                      2000         N/A         N/A            N/A
----------------------------------------------------------------------------------------------
SECRETARY AND DIRECTOR                             1999         N/A         N/A            N/A
----------------------------------------------------------------------------------------------
CRAIG KENDALL(3)                                   2000         N/A         N/A            N/A
----------------------------------------------------------------------------------------------
DIRECTOR                                            N/A         N/A         N/A            N/A
----------------------------------------------------------------------------------------------
KARLA ARNDT (4)                                    2000      57,000        N/A             N/A
----------------------------------------------------------------------------------------------
ASSISTANT SECRETARY                                1999         N/A         N/A            N/A
----------------------------------------------------------------------------------------------
JEFF LIEBERMAN(5)                                  2000      96,000         N/A            N/A
----------------------------------------------------------------------------------------------
VICE PRESIDENT OF SALES                            1999      96,000         N/A            N/A
----------------------------------------------------------------------------------------------
</TABLE>


(1)  Mr. Bertman receives an automobile allowance of $650 per month.

(2) Mr. Dea joined us in October 1999. Mr. Dea does not receive any salary or
bonus.

(3) Mr. Kendall joined us in December of 2000.  Mr. Kendall does not receive any
salary or bonus.

(4) Ms. Arndt has been a full time employee of the company since 1999.

(5) Mr. Lieberman has been a full time employee of the company since 1999.

(c) OPTION/SAR GRANTS. We have not granted any options or stock appreciation
rights during the last fiscal year.

(d) AGGREGATE OPTION/SAR EXERCISES. No stock options or stock appreciation
rights have been exercised in the last fiscal year.

(e) LONG TERM INCENTIVE PLAN AWARDS. No long term incentive plans have been
awarded.

(f) COMPENSATION OF DIRECTORS. No salary or regular compensation is paid to our
directors. Our directors are entitled to reimbursement of out of pocket expenses
incurred in connection with their duties as directors. To date, no such expenses
have been requested or paid.

(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT. On March 5, 1999, we
entered into an Employment Agreement with Bruce Bertman, the "Employment
Agreement"). This Employment Agreement is for a term of two years, commencing
March 5, 1999. Unless we or the employee provide notice of intent to terminate,
the term of the Employment Agreements is to automatically renew for additional
one year periods. The Employment Agreements provide for Mr. Bertman to receive a
base salary of $96,000 per year each, which amounts are to increase by 6% per
year beginning on the first anniversary of the term. In addition to the base
salary, the Employment Agreement calls for the reimbursement of all ordinary
business expenses, as well as the payment of 80% of the cost of Family Health
Insurance. The Employment Agreement provides Mr. Bertman with a $650 per month
automobile allowance, and two weeks vacation per year, with additional vacation
to accrue at a rate of 1 week for each additional year of employment.


<PAGE>
(h) REPORT ON REPRICING OF OPTIONS/SARs. None.

The Company intends to maintain insurance against all liability incurred by its
officers and directors in defense of any actions to which they may be made
parties by reason of their positions as officers and directors and is in the
process of obtaining this insurance.

Nevada law authorizes a Nevada corporation to indemnify its officers and
directors against claims or liabilities arising out of such person's conduct as
officers or directors if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company. The Articles of Incorporation provide for indemnification of the
directors and officers of the Company. In addition, the Bylaws of the Company
provide for indemnification of the directors, officers, employees, or agents of
the Company. In general, these provisions provide for indemnification in
instances when such persons acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company.

  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of A1
Internet's common stock and Series A preferred stock as of January 31, 2000, by
each shareholder known by us to be the beneficial owner of more than 5% of
WorldTeq Group International's common stock or Series A preferred stock, each
director and all executive officers and directors as a group. Unless otherwise
indicated by footnote, each of the shareholders named in the table has sole
voting and investment power with respect to the shares of common stock
beneficially owned.

<TABLE>
<CAPTION>
TITLE OF CLASS        NAME AND ADDRESS             Number of Shares Owned          % OF CLASS
--------------        ----------------             ----------------------          ----------
<S>                <C>                             <C>                             <C>
  Common           Bruce Bertman                          3,368,000(1)                30.34
                   19200 Autumn Maple Lane
                   Gaithersburg, MD 20879

  Common           Larry Kerschenbaum                       100,000(2)                 0.90
                   255 Wychmer Terr.
                   Wellington, FL 33414

  Common           Noved Holdings Inc.                      565,000                    5.09
                   932 Burke Street
                   Winston Salem, NC 27101
                   255 Wychmer Terr.
                   Wellington, FL 33414

  Common           Donald Dea                                40,000(3)                 0.36
                   12 Saint Ebbas Drive
                   Penfield, NY 14526

  Common           Craig Kendall                            100,000(4)                 0.90
                   1654 Plaza America Drive
                   PMB 144
                   Reston, VA  20190


<PAGE>
  Preferred        Richard Greene                            70,000                    6.27
                   15 Melville Lane
                   Great Neck, NY 11023

  Preferred        James Kotsopoulos                        100,000                    8.96
                   5662 Jerez Ct.
                   Fort Myers, FL 23914

  Preferred        Steven Etra                              130,000(5)                11.65
                   Heather Hill Road
                   Brookville, NY 11545

  Preferred        Jay Raubvogel                            222,222                   19.92
                   5 Brook Lane
                   Brookville, NY 11545

  Common           All Executive officers and
                   directors as a group                   3,558,000 (6)               32.05
</TABLE>


Notes:

(1)  Total shares includes 111,000 shares issued in the name of Cyber Realm,
     Inc.,. Mr. Bertman is a principle shareholder of this company, and has sole
     voting authority for all of these shares. Mr. Bertman is Chairman and CEO
     for WorldTeq Group International.
(2)  Mr. Kerschenbaum is a former officer and former board member.
(3)  Mr. Dea is a current member of the Board of Directors.
(4)  Mr. Kendall was a member of the Board of Directors during 2000.
(5)  Total shares include 65,000 shares issued in the names of SRK, Asc. for
     which Mr. Etra has sole voting authority.
(6)  Total includes Mr. Bruce Bertman, Mr. Donald Dea, Mr. Craig Kendall, Mr.
     Jeff Lieberman, and Ms. Karla Arndt.


  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)  The following transactions have been undertaken within the last two years
     with related parties.

LARRY KERSCHENBAUM AND THOMAS KEESE

On March 30, 1999, our wholly-owned subsidiary, Skydive USA, was sold to Larry
Kerschenbaum and Thomas Keese, two of our founding shareholders, officers and
directors. In consideration for Skydive USA, Messrs. Kerschenbaum and Keese
returned to us a total of 400,000 shares of our outstanding common stock.

On March 31, 1999, our wholly-owned subsidiary, Gravity Pilot Air, Inc., agreed
to lease its two airplanes to Skydive USA, a former subsidiary, for a term of
twelve months. The lease provides that Gravity Pilot Air, Inc. is to receive
base rent of $21,176 per month for the use of the airplanes, and an additional
$35 for each hour of flight of the leased aircraft.

In connection with the resignation of Larry Kerschenbaum, we paid him a total of
$35,000 as severance pay. This amount was paid in seven monthly payments of
$5,000 each.

During the first six months of 1999, we challenged claims for reimbursement of
alleged business expenses made by our former President Larry Kerschenbaum and
our former CEO Thomas Keese. These claims had previously been carried on our
books as liabilities totaling $177,331. Messrs. Kerschenbaum and Keese did not
provide documentation or other evidence substantiating these claimed expenses
and agreed to forgive the alleged indebtedness.


<PAGE>
BRUCE BERTMAN

On February 1, 1999, we entered into an Exchange Agreement with Bruce Bertman,
our present Chief Executive Officer, President, Treasurer and Chairman of the
Board, pursuant to which we purchased 100% of the outstanding common stock of
Virtual Information Express from Mr. Bertman in exchange for 300,000 shares of
our restricted common stock, valued at $2 per share. Our Board of Directors
valued our common stock at $2 per share based upon its determination that the
market would not support a higher valuation. Our common stock was quoted on the
OTC Bulletin Board at approximately $5.50 per share from January to March, 1999.
However, there was minimal trading volume during this period. In addition, in
December 1998 we undertook a private offering of our common stock at $2 per
share which was completed in April 1999. The Board determined that the price of
$2 per share used in the offering was an accurate indicator of what investors
were willing to pay for our common stock at the time.

On March 24, 1999, we entered into an Exchange Agreement with the members of
Computer Ease, pursuant to which we purchased 100% of the membership units of
Computer Ease, in exchange for 4,000,000 shares of our restricted common stock
and our agreement to provide Computer Ease with $500,000 in working capital. At
the time of the transaction, Mr. Bertman was the majority owner of Computer
Ease. Computer Ease has since merged with our wholly-owned subsidiary, Al
Internet Services, Inc.(SM). Computer Ease's purchase price was determined by
using a multiple of 1 times Computer Ease's gross revenues. In connection with
this transaction, we valued our stock at $2 per share on the basis of an
analysis similar to that used in the Virtual Information Express transaction.

On April 20, 1999, we issued 120,000 shares of our common stock to Bruce Bertman
in full payment for the $372,692 owed to Mr. Bertman by Computer Ease and
Virtual Information Express.

During 1997 and 1998, Computer Ease borrowed various amounts from Bruce Bertman
and Mr. Bertman incurred $62,292 in reimbursable business expenses on behalf of
that company. Some of these amounts were repaid. Upon our acquisition of
Computer Ease, we became responsible for the balance owed to Mr. Bertman. As of
September 30, 1999, the outstanding balance was $370,649.

When we acquired Computer Ease, we assumed the rights and obligations of
Computer Ease, LLC with regard to the accounts receivable and accounts payable.

On September 30, 1999, we purchased from Bruce Bertman computer hardware and
equipment valued at $558,020. In consideration for Mr. Bertman's contribution of
this hardware and equipment, we paid the purchase price by offsetting accounts
payable to Stockmaker.com, Inc. and Cyber Realm Inc., in the amounts of $304,875
and $248,623, respectively. We also offset accounts receivable from Stockmaker,
Inc. in the amount of $29,650. The balance of $34,172 was paid to Mr. Bertman in
cash.

Before we acquired Computer Ease, it sold services to, and purchased computer
products and equipment from, Eurobridge D.C., Inc., a company affiliated with
Bruce Bertman. When we acquired Computer Ease, it had a net payable to
Eurobridge totaling $67,393, which amount we subsequently paid in full.


<PAGE>
LEONARD J. TAMBASCO

On March 9, 1999, we issued 250,000 shares of our common stock to Leonard J.
Tambasco, Jr. in exchange for his agreement to serve as our President.

On February 2, 1999, we issued to EBI Securities Corporation a warrant to
purchase 500,000 shares of our common stock with an exercise price of $.10 per
share as payment for professional services performed in the first quarter of
1999.

There have been no other related party transactions, or any other transactions
or relationships required to be disclosed pursuant to Item 404 of Regulation
S-B. There are no transactions between A1 Internet and other companies for which
our directors serve as directors or employees other than in the normal course of
business. With the exception of Fusion Productions, we charge companies that
share directors or officers with us at the same rate at which we charge other,
unrelated companies. Our director, Donald Dea, is a co-founder of Fusion
Productions. A part of the business of Fusion Productions involves the sale of
Web design and other value added services to its customers. We provide those
services to Fusion Productions at wholesale rates so that they may be resold at
competitive prices. Fusion Productions was a client of Computer Ease for almost
6 years prior to the time we purchased Computer Ease in March, 1999. We continue
to charge Fusion Productions the same or higher rate than the rates which we
charged prior to Mr. Dea becoming one of our directors.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Required by Item 601

     EXHIBIT


     2.5                 Stock Purchase Agreement dated April 19, 1999,
                         between Halo Holdings of Nevada, Inc. and the
                         Shareholders of Networld of Ohio, Inc., regarding the
                         acquisition of Networld of Ohio, Inc. (The following
                         attachments are not included but are incorporated
                         herein by reference and will be provided to the SEC
                         upon request: Schedule 2(d) Leased Property; Schedule
                         5.14 Disclosed Liabilities; Schedule 5.15 Material
                         Terms; Schedule 5.16(a) Tangible Property; Schedule
                         5.16(b) Real Property; Schedule 5.16(c) Other Assets;
                         Schedule 5.19 Affiliated Transactions; Schedule 5.20
                         Bank Accounts; Schedule 5.21 Environmental Compliance;
                         Schedule A Common Stock).

     4.1                 Certificate of Designation for A1 Internet's Series A
                         Convertible Preferred Stock (filed as Exhibit 2.C to A1
                         Internet's Form 10-SB12G filed as of September 3, 1999,
                         No. 000-27243, and incorporated herein by reference).

     4.6                 Agreement to Lock Up dated May 19, 1999, between
                         Larry Kerschenbaum, EBI Securities and the J.B. Sutton
                         Group, Inc., regarding the transfer restrictions on
                         certain A1 Internet common stock owned by Larry
                         Kerschenbaum (filed as Exhibit 4.6 to A1 Internet's
                         Second Amendment to Form 10-SB12G filed as of December
                         13, 1999, No. 000-27243, and incorporated herein by
                         reference).


<PAGE>
     21.1                List of all Subsidiaries of A1 Internet and the State
                         or other jurisdiction of incorporation or organization
                         of each (filed as Exhibit 21.1 to A1 Internet's Fourth
                         Amendment to Form 10-SB12G filed as of January 20,
                         2000, No. 000-27243, and incorporated herein by
                         reference).


     27.1                Financial Data Schedule (filed herewith).


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



                                   SIGNATURES

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

                       WORLDTEQ GROUP INTERNATIONAL, INC.


Date: January 22, 2002                     By:  /s/  Bruce Bertman
                                          BRUCE BERTMAN, PRESIDENT


In accordance with the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

     Signature                         Title                       Date
-------------------      ----------------------------------  ----------------

/s/  Bruce Bertman       President, Treasurer and             January 22, 2002
     Bruce Bertman       Chairman of the Board of Directors

/s/  Donald Dea          Secretary and Director               January 22, 2002
     Donald Dea



<PAGE>
                       WORLDTEQ GROUP INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                                      INDEX

           Page
           ----                    FINANCIAL STATEMENTS:
           F-1                     Independent Auditors' Reports

           F-2 - F-7               Audited Consolidated Financial
                                   Statements of WorldTeq Group International,
                                   Inc. and Subsidiaries for the years ended
                                   December 31, 1999 and 2000, including related
                                   balance sheets, and statements of operations,
                                   comprehensive income, changes in
                                   shareholders' equity and cash flows.

           F-8                     Notes to Consolidated Financial
                                   Statements of WorldTeq Group International,
                                   Inc. and Subsidiaries.


<PAGE>
                                       F-1


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors

WorldTeq Group International, Inc. and Subsidiaries

We  have  audited the accompanying consolidated balance sheets of WorldTeq Group
International,  Inc.  and  Subsidiaries as of December 31, 2000, and the related
consolidated  statements  of  operations,  cash  flows,  and  statements  of
shareholders'  equity  for  the year then ended.  These financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.

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

The financial statements for the year ended December 31, 1999, were audited by
other accountants, whose report dated March 3, 2000, expressed an unqualified
opinion on those statements.  They have not performed any auditing procedures
since that date.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 8 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also described in Note 8.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


     /s/  Michael  Johnson  &  CO.  LLC

     Denver,  Colorado
     January  16,  2002


<PAGE>
<TABLE>
<CAPTION>
                                       F-2

               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                        (FORMERLY A1 INTERNET.COM, INC.)
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                                 2000           1999
                                             -------------  ------------
<S>                                          <C>            <C>
ASSETS

CURRENT ASSETS:
Cash                                         $     22,758   $   619,391
Accounts receivable                                 8,873       320,718
Notes receivable - current portion                      -        33,333
Due from related parties                           18,333        97,750
Other receivables                                       -        57,826
Prepaid expenses                                    4,696       232,432
Net assets of discontinued operations                   -       253,918
Other assets                                       64,443        23,136
                                             -------------  ------------
  Total Current Assets                            119,103     1,638,504
                                             -------------  ------------

FIXED ASSETS:
Computers, software and equipment                 360,124     2,468,809
Less: accumulated depreciation                   (217,386)     (601,231)
                                             -------------  ------------
                                                  142,738     1,867,578
                                             -------------  ------------
OTHER ASSETS:
Investments                                             -     1,899,330
Goodwill, net of amortization                     233,784     8,262,490
Contracts                                               -     1,248,000
Note receivable                                         -        46,987
Other                                                   -       160,073
                                             -------------  ------------
                                                  233,784    11,616,880
                                             -------------  ------------

      TOTAL ASSETS                           $    495,625   $15,122,962
                                             =============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Account payable and accrued expenses         $    272,390   $   686,418
Loans payable - shareholders                      246,895       361,674
Note payable                                            -        96,034
                                             -------------  ------------
 Total Current Liabilities                        519,285     1,144,126
                                             -------------  ------------

SHAREHOLDERS' EQUITY:
Preferred stock: $.001 par value, 5,000,000
  shares authorized, issued and outstanding
  1,115,533 shares                                  1,115         1,115
Common stock, $.001 par value, 20,000,000
  shares authorized, issued and outstanding
  11,100,000 and 9,422,000 respectively            11,100         9,422
Additional paid-in capital                     19,273,119    18,966,558
Notes receivable - common stock                         -      (940,000)
Accumulated other comprehensive income                  -     1,793,497
Retained deficit                              (19,308,994)   (5,851,756)
                                             -------------  ------------
                                                  (23,660)   13,978,836
                                             -------------  ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $    495,625   $15,122,962
                                             =============  ============
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                                       F-3


               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                        (FORMERLY A1 INTERNET.COM, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                       2000           1999
<S>                                                <C>            <C>
NET SALES                                          $  1,300,216   $ 4,087,216

COST OF SALES                                           457,269     3,346,920
                                                   -------------  ------------

GROSS PROFIT                                            842,947       740,296
                                                   -------------  ------------


OPERATING EXPENSES:
Salaries and related expenses                           408,561     1,151,560
Travel                                                  314,521       131,550
Bad debt expense                                        613,674       203,808
Legal and professional                                   61,269       428,732
Occupancy costs                                          55,000       194,457
Advertising                                              49,222       145,972
General and administrative                               21,858       397,755
Consulting                                               17,785       261,849
Depreciation and amortization                           139,845     1,991,681
                                                   -------------  ------------
  Total Operating Expenses                            1,681,735     4,907,364
                                                   -------------  ------------

OTHER INCOME (EXPENSE):
Consulting fees and special compensation                      -      (897,500)
Other income                                             92,672        32,577
Interest expense                                              -       (34,793)
                                                   -------------  ------------
  Total Other Expenses                                   92,672      (899,716)
                                                   -------------  ------------

NET LOSS FROM CONTINUING OPERATIONS                    (746,116)   (5,066,784)
                                                   -------------  ------------

DISCONTINUED OPERATIONS:
Loss from operations of discontinued subsidiary      (4,221,666)      (84,967)
Gain on disposal of subsidiary                         (373,845)       42,864
Net loss on writedown of goodwill of subsidiaries    (8,115,611)            -
                                                   -------------  ------------
TOTAL LOSS FROM DISCONTINUED OPERATIONS             (12,711,122)      (42,103)
                                                   -------------  ------------

EXTRAORDINARY ITEM - Forgiveness of Debt                      -        90,000
                                                   -------------  ------------

NET LOSS                                           $(13,457,238)  $(5,018,887)
                                                   =============  ============

Basic and diluted earnings per common share:

Net loss from continuing operations                $      (0.07)  $     (0.61)
                                                   -------------  ------------

Discontinued operations                            $      (1.24)  $     (0.01)
                                                   -------------  ------------

Extraordinary item                                 $          -   $      0.01
                                                   -------------  ------------

Net Loss                                           $      (1.31)  $     (0.61)
                                                   -------------  ------------

Weighted Average Shares Outstanding                  10,261,000     8,276,805
                                                   -------------  ------------
</TABLE>


The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                                       F-4


               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                        (FORMERLY A1 INTERNET.COM, INC.)
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
--------------------------------------------------------------------------------


                                       2000           1999
<S>                                <C>            <C>
NET LOSS                           $(13,457,238)  $(5,018,887)

OTHER COMPREHENSIVE INCOME:
Unrealized holding gains (losses)    (1,793,497)    1,793,497
                                   -------------  ------------
COMPREHENSIVE LOSS                 $(15,250,735)  $(3,225,390)
                                   =============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                                                               F-5


                                       WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                                                (FORMERLY A1 INTERNET.COM, INC.)
                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


                                    Preferred Stock              Common Stock                 Paid-In       Notes
                                        Shares       Par Value      Shares      Par Value     Capital     Receivable
                                    ---------------  ----------  -------------  ----------  -----------  ------------
<S>                                 <C>              <C>         <C>            <C>         <C>          <C>
Balances, December 31, 1998                       -  $        -     4,300,000       4,300   $1,100,700   $         -

Issuance of common stock for
 cash and notes receivable, less
 offering costs of $50,000                        -           -       500,000         500      949,500      (240,000)

Issuance of warrants for offering
 costs of $60,000 and acquisition
 costs of $717,979                                -           -             -           -      767,979             -

Business acquisitions:
 Virtual Information Express, Inc.                -           -       300,000         300      599,700             -
 Computer Ease, LLC.                              -           -     4,000,000       4,000    7,996,000             -
 Networld Ohio, Inc.                              -           -        37,000          37       73,963             -

Reacquired shares through
 disposition of Skydive USA                       -           -      (400,000)       (400)    (799,600)            -

Gain on sale of Skydive USA
 to shareholders                                  -           -             -           -      514,383             -

Shares issued for services                        -           -       342,500         343      897,157             -

Shares issued in private sale                     -           -        32,500          32       32,468             -

Conversion of shareholder loan                    -           -       120,000         120      372,572             -

Conversion of shareholder loan                    -           -             -           -      177,331             -

Issuance of warrants in connection
 with notes payable                               -           -             -           -      127,820             -

Conversion of notes payable to
 preferred stock, net of warrants
 issued                                     145,222         145             -           -      525,535             -


                                        Other                    Accumulated
                                    Comprehensive
                                        Income       Deficit        Total
                                    --------------  ----------  -------------
<S>                                 <C>             <C>         <C>
Balances, December 31, 1998         $            -  $(832,869)  $    272,131

Issuance of common stock for
 cash and notes receivable, less
 offering costs of $50,000                       -          -        710,000

Issuance of warrants for offering
 costs of $60,000 and acquisition
 costs of $717,979                               -                   767,979

Business acquisitions:
 Virtual Information Express, Inc.                                   600,000
 Computer Ease, LLC.                             -          -      8,000,000
 Networld Ohio, Inc.                             -          -         74,000

Reacquired shares through
 disposition of Skydive USA                      -          -       (800,000)

Gain on sale of Skydive USA
 to shareholders                                 -          -        514,383

Shares issued for services                       -          -        897,500

Shares issued in private sale                    -          -         32,500

Conversion of shareholder loan                   -          -        372,692

Conversion of shareholder loan                   -          -        177,331

Issuance of warrants in connection
 with notes payable                              -          -        127,820

Conversion of notes payable to
 preferred stock, net of warrants
 issued                                          -          -        525,680
</TABLE>


<TABLE>
<CAPTION>
                                      Preferred               Common                                             Other
                                      Stock                   Stock                     Paid-In      Notes       Comprehensive
                                      Shares    Par Value     Shares      Par Value     Capital      Receivable  Income
                                     ---------  ----------  ----------  -----------  ------------  ------------  -------------
<S>                                  <C>        <C>         <C>          <C>          <C>           <C>           <C>
Issuance of preferred stock, net of
 offering costs of $763,940            970,331         970           -            -     3,601,590             -             -

Shares issued in private sale to
  board member                               -           -     100,000          100       199,900      (200,000)            -

Shares issued in connection with
 acquisitions of contracts to
 provide internet service                    -           -     190,000          190     1,329,810             -             -

Shares issued for note receivable            -           -     250,000          250       499,750      (500,000)            -

Return of common stock to the
 Company                                     -           -    (350,000)        (350)            -             -             -

Net loss                                     -           -           -            -             -             -             -

Other comprehensive income                   -           -           -            -             -             -     1,793,497
                                     ---------  ----------  ----------  -----------  ------------  ------------  -------------
Balance - December 31, 1999          1,115,553       1,115   9,422,000        9,422    18,966,558      (940,000)    1,793,497
                                     ---------  ----------  ----------  -----------  ------------  ------------  -------------

Issuance of stock for
  asset purchase - CTNA                      -           -   1,200,000        1,200     1,198,800             -             -

Issuance of stock for services               -           -     478,000          478        47,771             -             -

Return of common stock to the
Company in lieu of notes receivable          -           -           -            -      (940,000)      940,000             -

Net loss                                     -           -           -            -             -             -             -

Other comprehensive income                   -           -           -            -             -             -    (1,793,497)
                                     ---------  ----------  ----------  -----------  ------------  ------------  -------------
Balance - December 31, 2000          1,115,553  $    1,115  11,100,000   $   11,100   $19,273,129   $         -   $         -
                                     ---------  ----------  ----------  -----------  ------------  ------------  -------------

                                                     Accumulated
                                        Deficit      Total
                                     ------------  -------------
<S>                                  <C>            <C>
Issuance of preferred stock, net of
 offering costs of $763,940                     -     3,602,560

Shares issued in private sale to
  board member                                  -             -

Shares issued in connection with
 acquisitions of contracts to
 provide internet service                       -     1,330,000

Shares issued for note receivable               -             -

Return of common stock to the
 Company                                        -          (350)

Net loss                               (5,018,887)   (5,018,887)

Other comprehensive income                      -     1,793,497
                                     ------------  -------------
Balance - December 31, 1999            (5,851,756)   13,978,836
                                     ------------  -------------

Issuance of stock for
  asset purchase - CTNA                         -     1,200,000

Issuance of stock for services                  -        48,249

Return of common stock to the
Company in lieu of notes receivable             -             -

Net loss                              (13,457,238)  (13,457,238)

Other comprehensive income                      -    (1,793,497)
                                     ------------  -------------
Balance - December 31, 2000          $(19,308,994)      (23,650)
                                     ------------  -------------
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                                       F-6


               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                        (FORMERLY A1 INTERNET.COM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                           INCREASE (DECREASE) IN CASH

                                                            2000           1999
<S>                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                               $(13,457,238)  $(5,018,887)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
    Depreciation and amortization                            139,845     2,092,507
    Bad debt expense                                         259,935       265,256
    Forgiveness of debt                                            -       (90,000)
    (Loss) Gain on disposal of subsidiary                   (373,845)      (42,864)
    Issuance of common stock for services                          -       897,500
    Writedown of goodwill on subsidiaries                  8,115,611             -
    Decrease (Increase) in trade receivables                 311,845       (34,697)
    Increase in other receivables and other assets            16,519      (143,923)
    Decrease (Increase) in prepaid expenses                  227,736      (242,174)
   (Decrease) Increase in accounts payable                  (414,028)      226,534
                                                        -------------  ------------
NET CASH USED IN OPERATING ACTIVITIES                     (5,173,620)   (2,090,748)
                                                        -------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  (Decrease) Increase in related party receivables            85,043      (124,930)
  Issuance of note receivable                                      -      (100,000)
  Payments on note receivable                                      -        19,680
  Purchase of investments                                  1,899,330      (105,833)
  Acquisition of contracts                                 1,408,073      (168,000)
  Acquisition of subsidiaries, net of cash acquired        1,320,660       (97,354)
  Purchase of property and equipment                               -    (1,576,389)
                                                        -------------  ------------
NET CASH USED IN INVESTING ACTIVITIES                      4,713,106    (2,152,826)
                                                        -------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from shareholder loans                                  -       888,773
  Payments on shareholder loans                              (99,035)     (683,723)
  Proceeds from notes payable                                      -     1,003,500
  Payments on notes payable                                  (37,084)     (700,850)
  Issuance of common stock, net                                    -       742,500
  Issuance of preferred stock, net                                 -     3,602,560
                                                        -------------  ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   (136,119)    4,852,760
                                                        -------------  ------------
NET (DECREASE) INCREASE IN CASH                             (596,633)      609,186

CASH - beginning of period                                   619,391        10,205
                                                        -------------  ------------

CASH - end of period                                    $     22,758   $   619,391
                                                        =============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>
<CAPTION>
                                              F-7


                      WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                                (FORMERLY A1 INTERNET.COM, INC.)
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                  INCREASE (DECREASE) IN CASH
                                          (Continued)
                                                                          2000         1999
<S>                                                                    <C>         <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid for interest                                                $   15,000  $   125,684
                                                                       ==========  ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES:
 Conversion of loans payable to capital                                $        -  $   550,023
                                                                       ==========  ============
  Issuance of common stock for notes receivable                        $        -  $   940,000
                                                                       ==========  ============

  Retirement of common stock from disposition of subsidiary            $        -  $   800,000
                                                                       ==========  ============

  Issuance of warrants in connection with notes payable                $        -  $   127,820
                                                                       ==========  ============

  Conversion of notes payable to preferred stock                       $        -  $   525,680
                                                                       ==========  ============

  Issuance of common stock for acquisition                             $1,200,000  $ 1,330,000
                                                                       ==========  ============

  Issuance of warrants for offering costs and acquisition costs        $        -  $   767,979
                                                                       ==========  ============

  Issuance of common stock for services                                $   48,249  $         -
                                                                       ==========  ============


The Company purchased all of the capital stock of Virtual Information
Express, Inc., Computer Ease, LLC. and Networld Ohio, Inc. for cash,
notes payable and common stock.  In connection with the acquisitions,
liabilities were assumed as follows:

    Fair value                                                         $        -  $10,867,279
    Cash paid, net of cash acquired                                             -      (97,354)
    Notes payable issued                                                        -     (180,000)
    Common stock issued                                                         -   (8,674,000)
    Common stock warrants issued                                                -     (717,979)
                                                                       ----------  ------------
       Liabilities assumed                                             $        -  $ 1,197,946
                                                                       ==========  ============
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>
                                       F-8


               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                        (FORMERLY A1 INTERNET.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL:
         --------

     ORGANIZATION AND BUSINESS

     The consolidated financial statements include WorldTeq Group International,
     Inc. (formerly A1 INTERNET.COM Holdings of Nevada, Inc.) (The "Company")
     and its wholly owned subsidiaries, Networld Ohio, Inc., and WorldTeq
     Corporation. The results of operations of business acquired that have been
     accounted for under the purchase method of accounting are included in
     operations from the date of acquisition. All significant inter-company
     balances and transactions have been eliminated in consolidation.

     The Company, through its subsidiaries, provides internet connectivity
     through two networks throughout the United States and Canada and related
     products and services, including Web design. The Company's ability to offer
     end-user access to an internet network is dependent upon the Company's
     contractual relationships with both providers. Should these contracts be
     terminated or terms amended, the Company might be required to enter into
     other arrangements with others on less favorable terms. In addition, the
     Company relies on outside parties to market their products and services to
     end-users.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
         ------------------------------------------

     ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that the reported amount of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenue and expenses
     during the reporting period. Accordingly, actual results could differ from
     those estimates.

     CASH AND CASH EQUIVALENTS

     For purposes of the statement of cash flows, the Company considered all
     cash and other highly liquid investments with initial maturities of three
     months or less to be cash equivalents.


<PAGE>
     NET EARNING (LOSS) PER SHARE

     Net loss per share of common stock is based on the weighted average number
     of shares of common stock outstanding. Common stock equivalents are not
     included in the weighted average calculation since their effect would be
     anti-dilutive.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     Financial instruments, including cash, receivables, investments and other
     current assets, are carried at amounts which approximate fair value.
     Accounts payable, loans and notes payable and other liabilities are carried
     at amounts which approximate fair value.

     ACCOUNTS RECEIVABLE

     The Company performs on-going credit evaluations of its customers. The
     Company has established an allowance for doubtful accounts at December 31,
     2000 of $2,000.

     INCOME TAXES

     The Company accounts for income taxes under SFAS No. 109, which requires
     the asset and liability approach to accounting for income taxes. Under this
     method, deferred tax assets and liabilities are measured based on
     differences between financial reporting and tax bases of assets and
     liabilities measured using enacted tax rates and laws that are expected to
     be in effect when differences are expected to reverse.

     PROPERTY AND EQUIPMENT

     All fixed assets are recorded at cost. Depreciation and amortization of
     computers and equipment are computed using the straight-line method based
     on the estimated useful lives of three to seven years.

     INVESTMENTS

     The Company has classified its equity securities as marketable securities.
     Marketable securities are carried at fair market value, with unrealized
     gains and losses reported as a separate component of shareholders' equity.
     These market securities subject the Company's financial position to market
     risk. The Company may experience losses if the market values of these
     securities decline. At December 31, 2000, the Company had written these
     securities off.

     GOODWILL

     Goodwill is amortized on a straight-line basis over a period of five years.


<PAGE>
     LONG-LIVED ASSETS

     The Company reviews its long-lived assets for impairment whenever changes
     in circumstances indicated that the carrying amount of an asset might not
     be recoverable. For purposes of evaluating the recoverability of long-lived
     assets, the recoverability test is performed using undiscounted net cash
     flows estimated to be generated by the asset.

REVENUE RECOGNITION

     The Company recognizes revenue from connectivity and web hosting over the
     period that the service is provided. Revenue from technical support is
     recognized when the work is completed. Electronic commerce revenue is
     recognized at the time of sale. Web design revenue is recognized as such
     revenues accrue under the terms of the related contract. Revenue from
     installation and start-up charges is recognized over the expected benefit
     period.

NOTE 3 - BUSINESS COMBINATIONS
        ----------------------


     NETWORLD OHIO, INC.

     Networld Ohio, Inc. ("Networld") was incorporated on June 15, 1995 and is
     engaged in the business of providing internet service. The Company acquired
     Networld in April 1999. The acquisition consisted of a cash payment of
     $105,000, 37,000 share of common stock at $2.00 per share, and a short term
     non-interest bearing promissory note of $180,000, which matured on December
     15, 1999. This transaction was accounted for using the purchase method of
     accounting. At the time of the purchase, assets and liabilities of Networld
     were $235,007 and $247,142 respectively. The excess of the cost of the
     acquisition over the fair value of the net assets acquired was recorded as
     goodwill of $371,135.

     WORLDTEQ CORPORATION

     WorldTeq Corporation ("WorldTeq") a wholly owned subsidiary of the Company
     was formed as a new corporation on October 12, 2000 under the laws of the
     State of Delaware. WorldTeq's primary business operations are the resale of
     long distance and communications products.

NOTE 4 - SHAREHOLDERS' EQUITY
         --------------------

     COMMON STOCK

     On January 15, 1998, the Company authorized the issuance of its common
     stock pursuant to a private placement offering of 500,000 common shares at
     $1.00 per share. This offering resulted in the issuance of 500,000 shares
     with the proceeds to the Company of $500,000.


<PAGE>
     In November 1998, 300,000 share of the Company's preferred stock were
     converted to common stock on a 1for 1 basis.

     During 1999, The Company issued and reacquired common shares in connection
     with business acquisitions and disposals.

     On January 29, 1999, the Company authorized the issuance of its common
     shares pursuant to a private placement offering of 500,000 common shares at
     $2.00 per share.

     During the period ended December 31, 1999, the Company issued 342,500
     common shares for services, of which 282,500 shares of common stock were
     sold for $1.00 per share in a private sale to current shareholders. Also,
     120,000 share of common stock were issued to an officer and stockholder as
     repayment of a $372,692 debt. Another shareholder forgave debt totaling
     $177, 331, which was credited to paid-in capital.

     In July 1999, the Company issued 100,000 shares of common stock at $2.00
     per share to a director of the Company for a note receivable. In August
     1999, the Company also issued 250,000 shares of common stock at $2.00 per
     share to a shareholder of the Company for a note receivable.

     In August 1999, the Company acquired certain contracts from an unrelated
     entity to provide internet services for cash of $168,000 and 190,000 shares
     of common stock valued at $7.00 per share.

NOTE 4 - SHAREHOLDERS' EQUITY: CONTINUED
         -------------------------------

     PREFERRED STOCK

     In July 1999, the Company commenced a private placement offering of its
     Series A preferred stock at $4.50 per share. This offering resulted in the
     issuance of 970,331 shares with proceeds to the Company of $3,602,560, net
     of offering costs.

     In addition, notes payable in the amount of $525,680, net of warrants were
     converted to 145,222 shares of Series A preferred stock pursuant to the
     note payable agreement.

     Subject to certain adjustments, each share of Series A preferred stock is
     convertible into one share of common stock. The Series A preferred stock is
     convertible upon written request of the holder. The Series A preferred
     stock is preferred as to both earnings and assets in the event of
     liquidation, dissolution or winding up of the Company, holders of the
     Series A preferred stock shall be entitled to be paid $4.50 per share
     before any assets of the Company are distributed among or paid to the
     holders of common stock.

     STOCK WARRANTS

     Common stock warrants have been issued in connection with certain private
     offerings, business acquisitions and notes payable. At December 31, 2000,
     warrants to purchase common stock at various prices were outstanding, which
     expire as follows:


<PAGE>
Number Outstanding                    And Exercisable At

          Expiration Date          December 31, 2000        Exercise Price

          February 2004            500,000                  $ .10

          June 2004                 42,500                  $ 5.50

          November 2004            386,500                  $ 5.50

     The 500,000 warrants shown above were issued in connection with the January
     29, 1999 private placement and the acquisition of Computer Ease, LLC. These
     warrants were valued at $767,969, of which $50,000 was for offering costs
     and $717,979 was for costs incurred in connection with the acquisition.

     The 42,500 warrants shown above are detachable stock warrants issued in
     connection with various notes payable agreements. These warrants were
     valued at $127,820.

     The 386,000 warrants shown above were issued to the placement agents in
     connection with the July 1999 preferred stock offering. Also, the terms of
     the preferred stock offering require additional warrants to be issued to
     the placement agents and the investors if gross sales were not achieved at
     certain dates in fiscal year 2000.

     The fair value of all of the above-described warrants was estimated using
     the Black-Scholes option-pricing model, with the following assumptions:
     dividend yields of 0%; expected volatility of 0% to 48%; and expected life
     of five years.

NOTE 5 - LOANS PAYABLE SHAREHOLDERS
         --------------------------

     The loans payable to shareholders shown on the accompanying balance sheet
     includes a $100,000 loan requiring monthly payments of interest at 15% and
     due on demand. The remaining amounts are advances that are non-interest
     bearing and have no due date.

NOTE 6 - INCOME TAXES
         ------------

     There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all periods and
for all jurisdictions.

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

     Deferred tax assets
        Net operating loss carry forwards             $19,150,750
        Valuation allowance for deferred tax assets                 (19,150,750)
                                                                    ------------
        Net deferred tax assets                                   $           -
                                                                  ==============


<PAGE>
     Realization of deferred tax assets is dependent upon future earnings, if
any, the timing and amount of which are uncertain.  Accordingly, the net
deferred tax assets have been fully offset by a valuation allowance. As of
December 31, 2000, the Company had net operating loss carry forwards of
approximately $19,150,750 for federal and state income tax purposes.  These
carry forwards, if not utilized to offset taxable income begin to expire in
2012.  Utilization of the net operating loss may be subject to substantial
annual limitation due to the ownership change limitations provided by the
Internal Revenue Code and similar state provisions.  The annual limitation could
result in the expiration of the net operating loss before utilization.

NOTE 7 - COMMITMENTS AND CONTINGENCIES:
         ------------------------------

     The Company leases office space and equipment from unrelated entities under
     operating leases. Future minimum lease payments under the non-cancelable
     leases as of December 31, 2000 are as follows:

               Year                     Amount

               2001                   $ 116,177
               2002                       6,157
                                     ----------
                                      $ 122,334
                                     ==========

     Total rental expense for the year ended December 31, 2000 was $358,542.

NOTE 8 - GOING CONCERN:
         -------------

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplates continuation
     of the Company as a going concern. At December 31, 2000, the Company's
     current liabilities exceeded the current assets by $400,182 and the
     Company's net loss for the year was $13,457,238.

     The future success of the Company is likely dependent on its ability to
     attain additional capital to develop its proposed products and ultimately,
     upon its ability to attain future profitable operations. There can be no
     assurance that the Company will be successful in obtaining such financing,
     or that it will attain positive cash flows from operations. The Company
     plans to pursue the issuance of additional equity securities, and to pursue
     corporate marketing alliances and collaborative agreements, as required to
     meet its cash requirements.


<PAGE>