<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

/X/      Annual Report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [FEE REQUIRED] for the fiscal year ended December
         31, 2000 or

/ /      Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 [NO FEE REQUIRED] for the transition period from
         _________________ to _________________

COMMISSION FILE NUMBER:   000-29781
 ................................................................................

                             AMERICABILIA. COM, INC.
 ................................................................................
           (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)


                Florida                                   65-0142472
 ..............................................   ...............................
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                  Identification No.)

 150 Cassia Way, Suite 400, Henderson, Nevada                89014
 ..............................................   ...............................
  (Address of principal executive offices)                 (Zip Code)

(Registrant's telephone number, including area code)  (702) 567-0070............

    Securities registered pursuant to
        Section 12(b) of the Act:                     Name of each exchange
            Title of each class                        on which registered
                  None                                       None
 ..............................................   ...............................

 ..............................................   ...............................

Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value
 ................................................................................
                                (Title of class)

 ................................................................................
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
    -----     -----

The aggregate market value of the voting stock held by non-affiliates of the
registrant was $6,973,916 as of January 10, 2000 based upon the last trading
price for the registrant's common stock.

The number of shares of the registrant's common stock, no par value, outstanding
as of January 31, 2000 was 6,669,192.

DOCUMENTS INCORPORATED BY REFERENCE.  None.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.|X|

<PAGE>


                                     PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS.

         AMERICABILIA.COM, INC., a Florida corporation ("americabilia"), is
engaged in direct internet merchandising of American-themed collectibles, gifts
and memorabilia. americabilia offers both framed memorabilia which it
manufactures and products which it acquires from suppliers. americabilia's
products are marketed at retail on an internet shopping site,
www.americabilia.com. americabilia strives to offer its retail customers a broad
selection of products, a convenient shopping experience, and a competitive
price. americabilia also engages in wholesale sales of memorabilia manufactured
by the its wholly owned subsidiary, Unique Images. americabilia commenced with
organizational and operational activities on March 2, 1999 in Nevada as
americabilia.com Nevada.

         On August 11, 1999, americabilia acquired the outstanding capital stock
of Veltre Enterprises, Inc. dba Unique Images. Unique Images designs and
manufactures Hollywood and sports memorabilia for fine art and memorabilia
galleries. Unique Images also provides high volume and custom picture framing
services.

         americabilia has obtained federal registration of the service mark
"americaBILIA." All other trademarks or service marks appearing in this Annual
Report on Form 10-K are trademarks or service marks of the respective companies
that utilize them.

         The registrant was originally organized under the laws of the state of
Florida on August 22, 1989 under the name First Zurich Investments, Inc. On
November 15, 1996, the name of the entity was changed to Terra International
Pharmaceuticals, Inc. On September 7, 1999, the entity's name was changed to
americabilia.com, Inc. On September 17, 1999, the registrant conducted a
recapitalization through the merger of americabilia.com Nevada with and into
Worldwide Collectibles, Inc., a Nevada corporation and a wholly owned subsidiary
of the registrant formed for the purpose of the merger. Pursuant to an Agreement
of Merger dated September 14, 1999, each of the former stockholders of
americabilia.com Nevada received one (1) share of Common Stock, in exchange for
their shares of americabilia.com Nevada. As a result of the acquisition, a total
of 6,115,000 shares of common stock were issued to the former shareholders of
americabilia.com Nevada. Prior to its acquisition of americabilia.com Nevada,
the registrant did not have any operations.

         In January 2000, Unique Images was merged into Worldwide Collectibles.

         The principal executive office of americabilia, hereinafter referred to
as the "Company", is located at 150 Cassia Way, Suite 400, Henderson, Nevada
89014, telephone (702) 567-0070.

FINANCIAL INFORMATION ABOUT SEGMENTS.

         See Note 13 to the Consolidated Financial Statements of the Company
included elsewhere herein for information on the Company's operations by
business segment for the year ended December 31, 2000 and the period from March
2, 1999 (Date of Inception) through December 31, 1999.

NARRATIVE DESCRIPTION OF BUSINESS.

         The Company engages in the direct merchandising of American-themed
collectibles, gifts, and memorabilia, primarily through its internet shopping
site and in wholesale sales of memorabilia manufactured by the Company's wholly
owned subsidiary, Unique Images. The Company also sells its


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products through auctions including auctions on the eBay Web site. The Company
intends to continue its auction sales as a means of making potential customers
aware of the Company's Web site.

         The Company was formed to capitalize on the opportunity for online
retailing of collectibles and memorabilia. The Company believes that the
collectibles and memorabilia industry is particularly suited to online
retailing. An online seller has virtually unlimited online shelf space and can
offer customers a vast selection through an efficient search and retrieval
interface. This is particularly valuable in the collectibles and memorabilia
market because the extraordinary number of different items precludes even the
largest physical store from economically stocking more than a small minority of
available products. Beyond the benefits of selection, purchasing products online
is more convenient than shopping in a physical store because the products can be
purchased 24 hours a day and shopping does not require a trip to a store.
Products can be shipped directly to the customer's home or office. The Company
believes that customers may buy more products because they have more hours to
shop, can act immediately on a purchase impulse and can locate products that are
hard to find. Because the online store has a global reach, it can deliver an
extremely broad selection to customers in rural, international or other
locations that cannot support large-scale physical stores. The Company will try
to offer its customers compelling value through the use of technology, broad
product selection, a high level of customer service and competitive pricing. The
Company offers more than 2,000 products.

         The Company's objective is to be the leading online retailer of
collectibles and memorabilia. To attain this objective, it will be necessary for
the Company to raise additional capital and to build strong brand recognition by
promoting, advertising and increasing its brand equity and visibility through a
variety of marketing and promotional techniques.

         GROWTH OF THE INTERNET AND ONLINE COMMERCE.

         The Internet is an increasingly significant global medium for
communications, content and online commerce. International Data Corporation
("IDC") estimates that the number of Web users will grow from approximately 150
million worldwide in 1998 to approximately 500 million worldwide by the end of
2003. The growing adoption of the Web represents an enormous opportunity for
businesses to conduct commerce over the Internet. IDC estimates that commerce
over the Internet will increase from approximately $40 billion worldwide in 1998
to approximately $900 billion worldwide in 2003. Nielsen/Net Ratings estimates
that as of December 2000, 185.3 million people in the United States had home
access to the Internet. CyberAtlas reported in December 2000 that 57% of current
online shoppers made their first online purchase in the year 2000. CyberAtlas
also reported that the primary reason e-shoppers use the Internet remains
convenience with 56% of shoppers stating that online shopping is more
convenient, 35% stating that it is less expensive and 22% stating that they were
able to purchase items that they could not find elsewhere.

         The Internet gives companies the opportunity to develop one-to-one
relationships with customers worldwide from a central location without having
the burdensome costs of managing and maintaining a significant retail store
infrastructure or the continuous printing and mailing costs of catalog
marketing. Growth in Internet usage has been fueled by a number of factors,
including the large and growing installed base of personal computers in the
workplace and home, advances in the performance and speed of personal computers
and modems, improvements in network infrastructure, easier and cheaper access to
the Internet and increased awareness of the Internet among businesses and
consumers. The increasing functionality, accessibility and overall usage of the
Internet and online services have made them an attractive commercial medium. The
Internet and other online services are evolving into a unique sales and
marketing channel, just as retail stores, mail-order catalogs and television
shopping have done. Online retailers can interact directly with customers by
frequently adjusting their featured selections, editorial insights, shopping
interfaces, pricing and visual presentations. The minimal cost to publish on


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the Web, the ability to reach and serve a large and global group of customers
electronically from a central location, and the potential for personalized
low-cost customer interaction provide additional economic benefits for online
retailers. Because of these advantages over traditional retailers, online
retailers have the potential to build large, global customer bases quickly and
to achieve superior economic returns over the long term. An increasingly broad
base of products is being sold successfully online, including computers, travel
services, brokerage services, music and books.

         PRODUCTS ACQUIRED FROM OTHERS.

         The Company offers a broad range of collectibles, gifts, and
memorabilia, most of which are replicas, and some of which are authentic
restored merchandise, including Coca-Cola bottle dispenser machines.

         Merchandise offered has a broad price range, from a low end of $15 to
$20 for such items as coffee mugs and die-cast cars to a high end of up to
$6,500 for such items as love seats made from the rear end of a 1957 Chevrolet
Bel Air, to a full-size floor model Wurlitzer Jukebox, to rare and authenticated
autographed photos and collectibles. The Company's average retail sale has
approximated $54.

         Most products which the Company acquires from others are supplied by
authorized manufacturers of trademark registered companies, such as Coca-Cola,
Star Wars, Star Trek, Pepsi, Chevrolet, Harley-Davidson, NASCAR, Disney, Warner
Bros., and various Hollywood and entertainment personalities such as Elvis
Presley, Marilyn Monroe, James Dean, and John Wayne, as well as a number of
famous sports figures.

         MANUFACTURED PRODUCTS.

         The Company's wholly owned subsidiary, Unique Images, manufactures
framed memorabilia products which are sold by the Company through its Web site
and which are sold to the Company's wholesale customers which include primarily
bricks and mortar retailers of Hollywood, sports, music and entertainment
industry memorabilia in the United States and Japan. The Company also offers the
products which it manufactures through auctions.

         The raw materials for the framed memorabilia manufactured by Unique
Images are obtained from selected reliable sources such as Hollywood costume
companies, movie studios and prop manufacturers. Autographed photos and sports
collectibles are obtained from private collections, estate auctions, and through
exclusive in-person signings with the actor, entertainer, or sports figure.
Framing materials are obtained in large quantities through framing suppliers,
many of which originate directly from manufacturers in Mexico. The Company has
not experienced difficulty in obtaining raw materials.

         Production is managed by a highly-trained professional staff, using
computerized mat cutting and framing equipment. Framing and matting services are
also performed on a limited basis for some wholesale customers of Unique Images.

         Wholesale marketing efforts are undertaken by Keith Veltre, President
and General Manager of Unique Images.

         INTERNET SHOPPING SITE.

         The Company's Web site uses Shopsite Web hosting software. The
Company's Web site is physically located on a server owned and maintained by
InterLand Incorporated in Atlanta, Georgia.


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<PAGE>

         The Company's Web site features a "secure server" shopping cart for
online ordering and tracking of product shipment. A primary feature of the Web
site is its interactive, searchable catalog of more than 2,000 products. The
Company provides search tools to find products primarily based on categories
such as sports, television stars, movie stars, music artists, political and
historical, game room and home theater, beverage collectibles, Coca-Cola
collectibles, hot collectibles, cartoons, science fiction, neon and electric
art, transportation and metal signs.

         Through the Company's Web site, customers are able to order products,
conduct targeted searches, browse from among highlighted product offerings,
participate in promotions and check order status. Clicking with the mouse on any
of the products pulls up more information about the product, as well as a button
which, if clicked, adds the product to the customer's order. Customers can add
and remove products from their shopping baskets as they browse prior to making a
final purchase decision, just as in a physical store. To execute orders,
customers click on the buy button and are prompted to supply shipping and credit
card details, either by e-mail, telephone, fax or website. The Company also
accepts PayPal on eBay.

         Customers are offered a variety of delivery services, including
overnight and various international shipping options. The Company's system
automatically confirms each order by e-mail to the customer within minutes after
the order is placed and advises customers by e-mail shortly after orders are
shipped.

         The Company ships products from its Henderson, Nevada facilities via
the U.S. Postal Service and UPS. In some instances, the Company has made
arrangements (with the Company bearing the risk of return) for larger products
to be drop-shipped by the manufacturer or supplier directly to the Company's
customer.

         The Company sources product from a network of distributors. The Company
has implemented the necessary shipping and inventory control capacity to enable
it to provide a rapid response to customer requests. Most of the Company's
products are available for shipment within 24 hours for delivery within two to
four business days. Items too large for conventional shipping may be shipped via
freight. If an item is backordered, the customer is notified immediately via
e-mail.

         All products are shipped with a customer satisfaction guarantee, which
includes credit, refund or exchange of product which is damaged, defective, or
unsatisfactory to the customer in any way, provided the product is returned in
"like-new" condition in its original packaging box with the customer's receipt
within 30 days.

         The Company participates in The Council of Better Business Bureau's
BBBOnLine-Registered Tradmark- Privacy Program and complies with its privacy
standards. This allows the Company to display the BBBOnLine-Registered Tradmark-
compliance seal on its Web site. The BBBOnLine-Registered Tradmark- Privacy
Program provides verification, monitoring and review of Web sites and customer
dispute resolution services. Through the BBBOnLine-Registered Tradmark- Privacy
Program, customers can check the Company's history and obtain contact
information and assurance that the Company stands behind its advertising claims.

         The Company has obtained a VeriSign digital certificate to register its
right to use the domain name "americabilia.com." This certificate authenticates
the Company for purposes of secure online transactions.

         MARKETING AND PROMOTION.

         The Company's marketing strategy is designed to strengthen the
americabilia.com brandname, increase customer traffic to its Web site, build
strong customer loyalty and maximize repeat purchases.


                                       5
<PAGE>

Loyal, satisfied customers also generate word-of-mouth advertising and
awareness and are able to reach thousands of other customers and potential
customers because of the reach of online email and "chat room" communication.

         The Company intends to employ a variety of media, program and product
development, business development and promotional activities to achieve these
goals. The Company's Web site has been registered with key search engine/online
web sites, including Yahoo, HotBot, Lycos, WebCrawler, Excite, Infoseek,
AltaVista, Northern Light, Whatyouseek, GoTo, NBCi, Google and AOL Netfind. The
Company will also engage in a program of print advertising in specialized
newspapers and magazines.

         The Company believes that its ability to establish and maintain
long-term relationships with its customers and encourage repeat visits and
purchases depends, in part, on the strength of its customer support and service
operations and staff. Furthermore, the Company values frequent communication
with and feedback from its customers in order to continually improve the store
and its services. The Company offers e-mail addresses to enable customers to
request information and to encourage feedback and suggestions. The Company's
customer support and service personnel will be responsible for handling general
customer inquiries, answering customer questions about the ordering process, and
investigating the status of orders, shipments and payments.

         MARKET AND COMPETITION.

         The market for collectibles and memorabilia is large and relatively
fragmented. Although the market for collectibles and antiques is worldwide, the
Company anticipates that the majority of customers will be from the United
States (with more than 80 million households currently connected to the
Internet, according to a Study by IntelliQuest Research), as well as Japan,
Western Europe and the United Kingdom. The Company believes that collectible and
memorabilia Web sites currently doing business on the Internet generally lack
product selection and customer appeal. The Company has attempted to select a
product line which will not only fill a niche in Internet marketing, but will
also have a broad appeal for collectors of all types of American-themed
collectibles and memorabilia.

         The online commerce market, particularly over the Internet, is new,
rapidly evolving and intensely competitive. The Company expects this competition
to intensify in the future. Barriers to entry are minimal, and current and new
competitors can launch new sites at a relatively low cost. The Company believes
that the principal competitive factors in its market are brand recognition,
selection, personalized services, convenience, price, accessibility, customer
service, quality of search tools, reliability and speed of fulfillment. Many of
the Company's current and potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than the Company. In addition, online
retailers may be acquired by, receive investments from or enter into other
commercial relationships with larger, well-established and well-financed
companies as use of the Internet and other online services increases.

         Certain of the Company's competitors may be able to secure merchandise
from vendors on more favorable terms, devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing or inventory availability
policies and devote substantially more resources to Web site and systems
development than the Company. Increased competition over time may result in
reduced operating margins, loss of market share and a diminished brand
franchise. There can be no assurance that the Company will be able to compete
successfully against current and future competitors, and competitive pressures
faced by the Company may have a material adverse effect on the Company's
business, prospects, financial condition and results of operations. Further, as
a strategic response to changes in the


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competitive environment, the Company may from time to time make certain pricing,
service or marketing decisions or acquisitions that could have a material
adverse effect on its business, prospects, financial condition and results of
operations.

         New technologies and the expansion of existing technologies may
increase the competitive pressures on the Company. For example, client-agent
applications that select specific products from a variety of Web sites may
channel customers to companies that compete with the Company. In addition,
companies that control access to transactions through network access or Web
browsers could promote the Company's competitors or charge the Company a
substantial fee for inclusion.

         SEASONALITY.

         The Company's business is seasonal with higher than average sales
occurring in the fourth calendar quarter as a result of holiday gift purchases.

         EMPLOYEES AND CONSULTANTS.

         The Company currently employs eighteen (18) full time employees and
one (1) part time employee at its Henderson, Nevada facility to handle
product production, administration and shipping. In addition, three (3) of
the Company's shareholders currently work for the Company without cash
compensation. It is anticipated that these three members of the Company's
management will continue to conduct all aspects of the Company's business
without compensation until operations generate cash flow sufficient to permit
the payment of salaries. The Company believes that its relations with its
employees are good. The Company anticipates that within the next twelve
months, the Company will need to hire additional personnel for shipping and
sales. The Company also may hire additional management personnel.

         The Company intends to start paying compensation to existing management
and increase compensation for other employees at such time and in such amounts
as determined by the Company's officers and directors in their sole discretion.

         TRADENAME.

         The Company has obtained federal service mark registration of its trade
name, "americabilia."

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.

         Over 95% of the Company's revenues from external customers for the year
2000 and the period from March 2, 1999 (Date of Inception) through December 31,
1999 were attributable to customers in the United States.

         All of the Company's long-lived assets are located in the United
States.

ITEM 2. DESCRIPTION OF PROPERTY

         The Company leases its principal executive offices, production
facilities and warehouse facilities which consist of approximately 21,600 square
feet of office/production/warehouse space from a third party at a cost of
$10,584 per month pursuant to a triple net lease that expires on October 31,
2003 with an option to extend for an additional three (3) year term.


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<PAGE>

ITEM 3. LEGAL PROCEEDINGS

         There are no pending legal proceedings to which the Company or the
property of the Company is subject. In addition, no other such proceedings are
known to be contemplated against the Company.

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

         Not applicable.

                                     PART II


ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "ABIL." Set forth in the following table are the high and low bid
quotations for the Company's Common Stock for each of the quarters of the fiscal
year ended December 31, 1999 during which the Common stock was traded and for
each of the quarters in the year 2000. The Company considers its Common Stock to
be thinly traded and that any reported bid or sale prices may not be a true
market-based valuation of the Common Stock. The quotations represent
inter-dealer quotations without retail markups, markdowns or commissions and may
not represent actual transactions.

<TABLE>
<CAPTION>
               QUARTER ENDED            HIGH BID  LOW BID
<S>                                     <C>       <C>
               September 30, 1999       $14.31    $10.75
               December 31, 1999        $14.31    $9.50
               March 31, 2000           $13.75    $9.00
               June 30, 2000            $12.50    $5.00
               September 30, 2000       $10.375   $4.00
               December 31, 2000        $5.185    $1.375
</TABLE>

         As of January 23, 2001, there were approximately 539 record holders of
the Company's Common Stock.

         The Company has not paid any cash dividends since its inception and
does not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.

         On October 30, 2000, the Company sold a unit consisting of 16,500
shares of Common Stock and warrants to purchase an additional 8,250 shares of
Common Stock for $49,500. The sale was exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section 4(2) and Rule 506
of the Securities Act of 1933, as amended.


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<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

         The selected financial information set forth below has been derived
from the Company's consolidated financial statements for the period from March
2, 1999 (date of inception) through December 31, 1999 and for the fiscal year
ended December 31, 2000, were audited by Deloitte & Touche LLP and should be
read in conjunction with the consolidated financial statements and notes
thereto, included elsewhere in this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                         PERIOD FROM
                                                        MARCH 2, 1999
                                                          (DATE OF
                                         FISCAL YEAR      INCEPTION)
                                            ENDED          THROUGH
                                         DECEMBER 31,    DECEMBER 31,
                                             2000            1999
                                        -------------------------------
OPERATIONS DATA:
<S>                                     <C>             <C>
  Revenues ..........................   $  2,384,236    $    662,231
  Net Loss ..........................       (549,635)       (349,551)
  Loss per share ....................          (0.08)          (0.08)
  Weighted average shares outstanding      6,656,815       4,172,576

<CAPTION>

                                         DECEMBER 31,    DECEMBER 31,
                                             2000            1999
                                        -------------------------------
BALANCE SHEET DATA:
Working capital .....................   $  1,005,250   $    792,861
Total assets ........................      1,851,728      1,473,908
Long-term debt ......................        628,088         46,600
Stockholders' equity ................        731,217      1,190,215
</TABLE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


OVERVIEW.

         SPECIAL FACTORS AFFECTING THE COMPARABILITY OF CURRENT PERIOD AND PRIOR
PERIOD OPERATING RESULTS

         The following discussion should be read in conjunction with, and is
qualified in its entirety by our consolidated financial statements as of and for
the fiscal year ended December 31, 2000 and for the period from March 2, 1999
(Date of Inception) through December 31, 1999. The Company was formed on March
2, 1999. The Company did not achieve substantial operations until after June 30,
1999. Further, the Company acquired Unique Images in the third quarter of 1999.
The period presented in the consolidated financial statements from March 2, 1999
through December 31, 1999 is not a full year of operations and was during the
development stage of the Company. Such period may not be comparable to the
fiscal year ended December 31, 2000. The period from March 2, 1999 through
December 31, 1999 is referred to herein as "fiscal 1999" while the period from
January 1, 2000 through December 31, 2000 is referred to herein as "fiscal
2000".


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<PAGE>

DESCRIPTION OF BUSINESS.

         The Company is engaged in direct internet merchandising of
American-themed collectibles, gifts, and memorabilia. The Company manufactures
and assembles its own products and also purchases products from a number of
sources. The Company's products are marketed on an internet shopping site,
www.americabilia.com. The Company strives to offer its customers a broad
selection of products, a convenient shopping experience, and a competitive
price. The Company commenced with organizational and operational activities on
March 2, 1999 in Nevada as americabilia.com.

         The Company offers both framed memorabilia which it manufactures and
products which it acquires from suppliers. Generally, the products acquired from
suppliers are purchased by the Company, shipped by the supplier to the Company's
facilities in Nevada and held in inventory until sale and shipment to customers.
In selected instances, the Company purchases products from suppliers which drop
ship the products to the Company's customers. In each instance, the Company
acquires title to the product from the supplier and has all risks and rewards of
ownership of the product. In each instance, the Company and not the supplier
bears the risk of collection. In the case the customer returns the product, the
product is returned to the Company and held by the Company in inventory for sale
to a future customer. The Company acts as principal and not agent in connection
with all product sales.

         On August 11, 1999, the Company acquired the outstanding capital stock
of Veltre Enterprises, Inc. dba Unique Images. Unique Images designs and
manufactures Hollywood and sports memorabilia for fine art and memorabilia
galleries. Unique Images also provides high volume and custom picture framing
services. Unique Images uses computerized joiner and mat cutting equipment. The
purchase price paid for Unique Images consisted of (i) $200,000 in cash, (ii) a
Promissory Note in the original principal amount of $200,000 and (iii) 100,000
shares of common stock of americabilia.com Nevada. The stock was issued at its
fair value on the issue date of $1.00 per share or $100,000 in total. The
Promissory Note was paid in full in November 1999. As part of the purchase,
americabilia.com Nevada agreed to lease from Keith Veltre and his affiliates the
premises that are used for Unique Images' business operations as well as certain
business equipment.

         The Company was originally organized under the laws of the state of
Florida on August 22, 1989 under the name First Zurich Investments, Inc. On
November 15, 1996, the name of the entity was changed to Terra International
Pharmaceuticals, Inc. On September 7, 1999, the entity's name was changed to
americabilia.com, Inc. On September 17, 1999, the Company conducted a
recapitalization through the merger of americabilia.com Nevada with and into
Worldwide Collectibles, Inc., a Nevada corporation and a wholly owned subsidiary
of the Company formed for the purpose of the merger. Pursuant to an Agreement of
Merger dated September 14, 1999, each of the former stockholders of
americabilia.com Nevada received one (1) share of Common Stock, in exchange for
their shares of americabilia.com Nevada. As a result of the acquisition, a total
of 6,115,000 shares of common stock were issued to the former shareholders of
americabilia.com Nevada. Prior to its acquisition of americabilia.com Nevada,
the Company did not have any operations. For accounting purposes, the
acquisition has been treated as a recapitalization of americabilia.com with
americabilia.com as the acquirer (reverse merger). As a result of this
transaction the Company became a publicly traded company.

         The recapitalization was accounted for by adjusting common stock by
$537 for the 537,692 shares of common stock held by the shareholders at the time
that the entity was known as Terra International Pharmaceuticals, Inc. In
addition, because the net assets of Terra International Pharmaceuticals, Inc.
were $0, paid in capital was decreased by an amount equal to the par value of
the 537,692 shares. Prior to the reverse merger, Terra Pharmaceuticals had no
operations. The companies involved in the recapitalization included Terra
Pharmaceuticals, Terra's wholly owned subsidiary,


                                       10
<PAGE>

Worldwide Collectibles, and americabilia.com Nevada. Unique Images was merged
into Worldwide Collectibles in January 2001.

FISCAL 2000 RESULTS OF OPERATIONS

         REVENUES AND COST OF PRODUCTS

         Revenue for fiscal 2000 was $2,384,236, an increase of $1,722,005, or
260% from prior year. Fiscal 2000 revenues included $669,186 in external sales
by Worldwide Collectibles, Inc. and $1,715,050 in external sales by Unique
Images. External sales refers to sales to third parties, excluding intercompany
sales between Unique Images and Worldwide Collectibles, Inc. The increase in
revenues was due to a full year of operations in fiscal 2000 compared to a
partial year in fiscal 1999, and in the case of Unique Images, due to the
addition of several new clients which increase its total sales volume.

         EXPENSES

         Cost of sales was $1,719,698 in fiscal 2000 versus $415,330 in
fiscal 1999. Product costs for Worldwide Collectibles, Inc. were $467,139 in
fiscal 2000 versus $142,552 in fiscal 1999. Product cost for Unique Images
was $1,252,559 for fiscal 2000 versus $272,778 in fiscal 1999. Costs of sales
include cost of the product plus associated freight costs to acquire and ship
the product. Costs of sales also include direct labor and related payroll
benefits associated with the manufacturing (for wholesale products),
stocking, packaging, and shipment of products. Worldwide Collectibles, Inc.,
the retail segment, had a gross margin in fiscal 2000 of $202,047 or 30%
compared to a gross margin of $151,457 or 52% in fiscal 1999. The decrease in
the margin for Worldwide Collectibles, Inc. was a result of the sale of
slower moving inventory items for lower profits on the eBay Web site in
fiscal 2000 in an effort to improve customer visibility. Unique Images, the
wholesale segment, had gross margin for fiscal 2000 of $462,522 or 27%
compared to $95,444 or 26%. The increase in the margin for Unique Images was
a result of a shift in product mix in fiscal 2000 toward higher margin
products.

         General and administrative expenses (including marketing) were
$1,067,712 in fiscal 2000 compared to $557,310 in fiscal 1999. Marketing
expenses decreased by $12,457 or 10% to $113,552 in fiscal 2000 compared to
$126,009 in fiscal 1999. Professional and legal expenses increased by
$101,856 or 65% to $258,819 in fiscal 2000 compared to $156,963 in fiscal
1999. Facility expenses including utilities increased by $62,222 or 103% to
$122,567 in fiscal 2000 compared to $60,345 in fiscal 1999. Salaries and
benefits of office personnel (including the costs of contributed salaries)
increased by $272,776 or 198%, to $410,376 in fiscal 2000 compared to
$137,600 in fiscal 1999. Three (3) shareholders of the Company who provide
services to the Company are currently not receiving salaries. However,
contributed salary expense has been recognized in the form of contributed
capital. In addition, the Company had a loss on disposal of assets of $24,125
in fiscal 2000. The loss was attributed to the Company's termination of its
operating lease of the Unique Images facility. All other expenses increased
by $86,005 or 113% to $162,398 in fiscal 2000 compared to $76,393 in fiscal
1999. The changes in these expenses are largely attributable to the Company's
full year of operations as compared to a partial year in fiscal 1999, and the
increased maturation of the Company's operations.

         OTHER INCOME (EXPENSE)

         Interest expense increased to $49,936 from $13,648 in fiscal 1999 as a
result of additional borrowings of Worldwide Collectibles, Inc. and of Unique
Images. Included in interest expense is interest expense for loans from officers
and directors of $28,209 for fiscal 2000 compared to $3,779 in fiscal 1999, an
increase of $24,430 as a result of additional borrowings from officers and
directors. Interest income increased to $12,602 from $10,091 in fiscal 1999.
Other income increased to $9,529 from $2,314 in fiscal


                                       11
<PAGE>

1999. The changes in interest income and other income are attributable to the
Company's full year of operations as compared to a partial year in fiscal 1999.

         NET INCOME (LOSS)

         The Net Loss was $549,635 or $.08 per share in fiscal 2000 compared to
$349,551 or $.08 per share in fiscal 1999. The change is the result of reasons
described above.

FISCAL 1999 RESULTS OF OPERATIONS

         REVENUES

         Company revenues reached $662,231 in fiscal 1999 as a result of
$294,009 in external sales by Worldwide Collectibles, Inc. and $368,222 in
external sales by Unique Images whose operations were acquired on August 11,
1999.

         EXPENSES

         Cost of sales in fiscal 1999 was $415,330 as a result of product costs
for Worldwide Collectibles, Inc. of $142,552 and product cost for Unique Images
whose operations were acquired on August 11, 1999 of $272,778. Costs of sales
include cost of the product plus associated freight costs to acquire and ship
the product. Costs of sales also include direct labor and related payroll
benefits associated with the manufacturing (for wholesale products), stocking,
packaging, and shipment of products. Worldwide Collectibles, Inc., the retail
segment, had a gross margin for fiscal 1999 of $151,457 or 52% of revenues.
Unique Images, the wholesale segment, had gross margin for fiscal 1999 of
$95,444 or 26% of revenues. General and administrative expenses (including
marketing) were $557,310 in fiscal 1999.

         These expenses reflect the Company's recognition of opening expenses
(expenses incurred to establish the business and costs prior to commencement of
operations) and general and administrative expenses. General and administrative
expenses for the period from March 2, 1999 (Inception) through December 31, 1999
include marketing expenses of $126,009, professional and legal expenses of
$156,963, facility expenses including utilities of $60,345, salaries and
benefits of office personnel of $137,600 (including the costs of contributed
salaries). All other expenses were $76,393. Several officers of the Company are
currently not receiving salaries. However, contributed salary expense has been
recognized in the form of contributed capital.

         OTHER INCOME (EXPENSE)

         Interest expense in fiscal 1999 was $13,648 as a result of borrowings
of Worldwide Collectibles, Inc. and of Unique Images whose operations were
acquired on August 11, 1999. Interest expense for loans from officers and
directors of $3,779 for the period from March 2, 1999 (inception) through
December 31, 1999 is included in interest expense. Interest income and other
income in fiscal 1999 was $12,405 as a result of interest on cash in interest
bearing bank accounts of Worldwide Collectibles and of Unique Images whose
operations were acquired on August 11, 1999.


                                       12
<PAGE>

         NET INCOME (LOSS)

         The Net Loss in fiscal 1999 was $349,551 or $.08 per share as a result
of corporate operations and due to the results of operations of Worldwide
Collectibles, Inc. and of Unique Images whose operations were acquired on August
11, 1999 due to matters discussed above.

LIQUIDITY AND CAPITAL RESOURCES.

         At December 31, 2000, the Company had cash and cash equivalents of
$147,420. The Company had working capital of $1,005,250 and stockholders' equity
of $731,217. Cash decreased at the end of fiscal 2000 as compared to the end
of fiscal 1999 by $175,707 primarily due to $1,064,115 used in operating
activities net of $913,215 of financing. The Company generated cash in fiscal
2000 as the result of loans from two (2) directors of the Company and the
issuance of securities.

         Cash flow from operations is expected to be sufficient to pay ongoing
operating costs of the Company in the near future. However the Company expects
to raise additional funds through a combination of the sale of its securities or
borrowing in order to expand operations and increase its technical
infrastructure and inventory. However, there can be no assurance that any
additional financing, if needed to meet liquidity needs, will be available to
the Company on favorable terms or at all. There can be no assurance that the
Company's estimate of foreseeable liquidity needs is accurate or that no new
business developments or other unforeseen events will not occur, any of which
could result in the need to raise additional funds. The Company expects that the
adequacy of its operating cash flow will depend upon:

         -        customer acceptance of its products;

         -        the continued development of the Internet market as a source
                  for its products;

         -        the intensity of its competition;

         -        the efficiency of operations; and

         -        the depth of customer demand, and the effectiveness of its
                  marketing and promotional efforts.

LOANS FROM RELATED PARTIES.

         During fiscal 1999, the Company's chairman of the board and the
Company's president each loaned the Company $50,000. Each of these loans bears
interest at the rate of nine percent (9%) per annum and is due and payable on
March 1, 2001. During fiscal 1999, the Company's chairman also contributed
approximately $34,000 of inventory in exchange for a note. During fiscal 1999,
the Company's chairman exchanged $67,778 of his notes payable, including accrued
interest, for the same amount of the note receivable from stockholders arising
out of the issuance of stock in June 1999, leaving a net note payable in the
amount of $16,021, due on March 1, 2001. During fiscal 1999, the Company's
president exchanged $33,889 of his note payable, including accrued interest, for
the same amount of notes receivable arising from the issuance of stock in June
1999, leaving a net note payable in the amount of $17,116, due on March 1,
2001.

         During fiscal 2000, the Company's chairman of the board and the
Company's president loaned the Company $150,000 and $100,000, respectively. Each
of these loans bears interest at the rate of eight percent (8%) per annum and is
due and payable in March 2002.


                                       13
<PAGE>

         During fiscal 2000, the Company's chairman of the board advanced
$405,514 to the Company for purchases of inventory by the wholesale segment of
the Company. The advances bear interest at the rate of ten percent per annum and
are secured by the inventory and must be repaid with proceeds from the sale of
the inventory purchased with the advances. The Company has repaid $31,468 of the
advances. The advances are due and payable in March 2002.

RECENTLY ISSUED ACCOUNTING STANDARDS.

         In June 1998, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended, which
is effective for fiscal years beginning after June 15, 2000. SFAS 133
establishes additional accounting and reporting standards for derivative
instruments and hedging activities. SFAS 133 requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position. This statement also defines and allows companies to apply hedge
accounting to its designated derivatives under certain instances. It also
requires that all derivatives be marked to market on an ongoing basis. This
applies whether the derivatives are stand-along instruments, such as warrants or
interest rate swaps, or embedded derivatives, such as call options contained in
convertible debt investments. Along with the derivatives, in the case of
qualifying hedges, the underlying hedged items are also to be marked to market.
these market value adjustments are to be included either in the income statement
or other comprehensive income, depending on the nature of the hedged
transaction. The fair value of financial instruments is generally determined by
reference to market values resulting from trading on a national securities
exchange or in an over the counter market. In cases where derivatives relate to
financial instruments of non-public companies, or where quoted market prices are
otherwise not available, such as for derivative financial instruments, fair
value is based on estimates using present value or other valuation techniques.
Based on management's understanding of SFAS 133, the Company does not believe
that it has any derivative instruments and does not have any hedging activities.
The adoption of SFAS 133 in fiscal year 2000 had no impact on the consolidated
financial statements.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 clarifies existing accounting principles related to revenue
recognition in financial statements. The adoption of SAB 101 in fiscal year 2000
had no impact on the consolidated financial statements.

         In March 2000, the Financial Accounting Standards Board of the AICPA
issued FASB Interpretation 44 "Accounting for Certain Transactions involving
Stock Compensation" ("FIN 44"), which provides clarification on the application
of Accounting Principals Board Opinion No. 25 "Accounting for Stock Issued to
Employees" and is effective for the Company's year ending December 31, 2000. The
adoption of FIN 44 in fiscal year 2000 had no impact on the consolidated
financial statements.

FORWARD LOOKING STATEMENTS.

         The Private Securities Litigation Reform Act provides a "safe harbor"
for certain forward-looking statements. Certain matters discussed in this filing
could be characterized as forward-looking statements such as statements relating
to plans for future expansion, as well as other capital spending, financing
sources and effects of regulation and competition. Such forward-looking
statements involve important risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements.


                                       14
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The Company invests its cash and cash equivalents in FDIC insured
savings accounts which, by their nature, are not subject to interest rate
fluctuation.

         As of December 31, 2000, the Company had $919,437 in borrowings. The
borrowings are related to bank loans, capitalized leases and loans from officers
and directors which, by their nature, are not subject to interest rate
fluctuations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<S>                                                                                      <C>
        Independent Auditors' Report......................................................16

        Consolidated Balance Sheets as of December 31, 2000
          and December 31, 1999...........................................................17

        Consolidated Statements of Operations for the year ended December 31,
          2000 and for the period from March 2, 1999 (Date of Inception)
          through December 31, 1999.......................................................19

        Consolidated Statements of Stockholders' Equity for the year ended
          December 31, 2000 and for the period from March 2, 1999
          (Date of Inception) through December 31, 1999...................................20

        Consolidated Statements of Cash Flows for the year ended December 31,
          2000 and for the period from March 2, 1999
          (Date of Inception) through December 31, 1999...................................21

        Notes to Consolidated Financial Statements .......................................23
</TABLE>


                                       15
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
americabilia.com, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of
americabilia.com, Inc. and Subsidiaries (the "Company") as of December 31, 2000
and 1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 2000 and for the period
from March 2, 1999 (date of inception) through December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Company as of
December 31, 2000 and 1999, and the consolidated results of its operations and
its cash flows for the year ended December 31, 2000 and for the period from
March 2, 1999 (date of inception) through December 31, 1999, in conformity with
accounting principles generally accepted in the United States of America.





Deloitte & Touche LLP
Las Vegas, Nevada
February 6, 2001


                                       16
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS                                                   2000           1999
<S>                                                  <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                          $    147,420   $    323,127
  Accounts receivable, net                                430,984        236,583
  Inventories                                             913,468        446,448
  Prepaid expenses and deposits                             5,801         23,796
                                                     ------------   ------------

           Total current assets                         1,497,673      1,029,954

PROPERTY AND EQUIPMENT, Net                               120,992        154,399

GOODWILL, Net                                             221,619        282,061

OTHER ASSETS                                               11,444          7,494
                                                     ------------   ------------

TOTAL                                                $  1,851,728   $  1,473,908
                                                     ============   ============
</TABLE>


See accompanying notes to consolidated financial statements.
                                                                     (Continued)


                                       17
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                                   2000            1999
<S>                                                                <C>             <C>
CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                         $    201,074    $    224,422
  Notes payable to bank                                                 250,000
  Current portion of loans from stockholders                             32,933
  Current portion of lease obligations                                    8,416           9,122
  Income taxes payable                                                                    3,549
                                                                   ------------    ------------

           Total current liabilities                                    492,423         237,093

LOANS FROM STOCKHOLDERS, Less current portion                           624,250          34,508

LEASE OBLIGATIONS, Less current portion                                   3,838          12,092
                                                                   ------------    ------------

           Total liabilities                                          1,120,511         283,693
                                                                   ------------    ------------

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY:
  Common stock, $0.001 par value; authorized, 50,000,000 shares;
    6,669,192 shares and 6,652,692 shares issued and outstanding          6,670           6,653
  Additional paid-in capital                                          1,737,008       1,637,525
  Notes receivable from stockholders for stock                         (113,275)       (104,412)
  Accumulated deficit                                                  (899,186)       (349,551)
                                                                   ------------    ------------

           Total stockholders' equity                                   731,217       1,190,215
                                                                   ------------    ------------

TOTAL                                                              $  1,851,728    $  1,473,908
                                                                   ============    ============
</TABLE>


See accompanying notes to consolidated financial statements.
                                                                     (Concluded)


                                       18
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD FROM
MARCH 2, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               PERIOD FROM
                                                                 MARCH 2,
                                                YEAR ENDED       1999 TO
                                                DECEMBER 31,    DECEMBER 31,
                                                   2000            1999
<S>                                            <C>             <C>
REVENUES:
  Retail/wholesale                             $  2,384,236    $    662,231
  Cost of sales                                   1,719,698         415,330
                                               ------------    ------------
           Gross profit                             664,538         246,901
                                               ------------    ------------
OPERATING EXPENSES:
  General and administrative expenses               954,160         431,301
  Marketing expenses                                113,552         126,009
  Depreciation and amortization                      94,531          34,368
  Loss on disposal of assets                         24,125
  Organization costs                                                 34,532
                                               ------------    ------------
           Total operating expenses               1,186,368         626,210
                                               ------------    ------------
LOSS FROM OPERATIONS                               (521,830)       (379,309)
                                               ------------    ------------
OTHER (EXPENSE) INCOME:
  Interest income                                    12,602          10,091
  Interest expense                                  (49,936)        (13,648)
  Other                                               9,529           2,314
                                               ------------    ------------
           Total other expense                      (27,805)         (1,243)
                                               ------------    ------------
LOSS BEFORE INCOME TAXES                           (549,635)       (380,552)

BENEFIT FOR INCOME TAXES -
  Deferred tax benefit                                               31,001
                                               ------------    ------------
NET LOSS                                       $   (549,635)   $   (349,551)
                                               ============    ============

EARNINGS PER SHARE:
  Basic and diluted -
    Net loss                                   $   (549,635)   $   (349,551)
                                               ============    ============
  Weighted-average common shares outstanding      6,656,815       4,172,576
                                               ============    ============
  Loss per share                               $       0.08    $       0.08
                                               ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       19
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD FROM
MARCH 2, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        NOTES
                                                COMMON STOCK            ADDITIONAL    RECEIVABLE
                                        -----------------------------     PAID-IN        FROM       ACCUMULATED
                                            SHARES         AMOUNT         CAPITAL    STOCKHOLDERS     DEFICIT         TOTAL
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
BALANCE, MARCH 2, 1999
  (Date of inception)                           -      $       -      $        -     $        -     $        -     $        -

  Proceeds from issuance
    to original investors                  5,000,000          5,000        495,000       (200,000)                      300,000

  Proceeds from private placement          1,000,000          1,000        989,178                                      990,178

  Stock issued in connection with
    acquisition                              100,000            100         99,900                                      100,000

  Stock options exercised                     15,000             15         14,985                                       15,000

  Effect of a reverse merger accounted
    for as a recapitalization                537,692            538           (538)

  Interest income from notes
    receivable from stockholders                                                           (3,412)                       (3,412)

  Contributed services of officers
    and employees                                                           39,000                                       39,000

  Loans payable to officers exchanged
    for stockholder loans                                                                  99,000                        99,000

    Net loss                                                                                            (349,551)      (349,551)
                                        ------------   ------------   ------------   ------------   ------------   ------------

BALANCE,
  DECEMBER 31, 1999                        6,652,692          6,653      1,637,525       (104,412)      (349,551)     1,190,215

  Proceeds from private placement             16,500             17         49,483                                       49,500

  Interest income from notes
    receivable from stockholders                                                           (8,863)                       (8,863)

  Contributed services of officers
    and employees                                                           50,000                                       50,000

    Net loss                                                                                            (549,635)      (549,635)
                                        ------------   ------------   ------------   ------------   ------------   ------------

BALANCE,
  DECEMBER 31, 2000                        6,669,192   $      6,670   $  1,737,008   $   (113,275)  $   (899,186)  $    731,217
                                        ============   ============   ============   ============   ============   ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       20
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD FROM
MARCH 2, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                PERIOD FROM
                                                                                                   MARCH 2,
                                                                                 YEAR ENDED        1999 TO
                                                                                DECEMBER 31,     DECEMBER 31,
                                                                                    2000            1999
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                      $   (549,635)   $   (349,551)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                     94,531          34,368
    Loss on disposal of assets                                                        24,125
    Provision for bad debts                                                              729            (150)
    Contributed services of officers and employees                                    50,000          39,000
    Deferred income taxes                                                                             (7,600)
    Changes in operating assets and liabilities, net of effects from
      acquisition of businesses:
      Increase in trade accounts receivable                                         (195,130)        (10,511)
      Increase in inventories                                                       (467,020)       (410,768)
      Increase (decrease) in prepaid assets and deposits                              17,995          (8,447)
      (Increase) decrease in other assets                                            (12,813)         24,875
      (Decrease) increase in trade accounts payable and accrued expenses             (23,348)        152,244
      Decrease in other liabilities                                                   (3,549)        (20,100)
                                                                                ------------    ------------

           Net cash used in operating activities                                  (1,064,115)       (556,640)
                                                                                ------------    ------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchase of property and equipment                                                 (24,807)       (103,998)
  Acquisition of business, net of cash acquired                                                     (394,434)
                                                                                ------------    ------------

           Net cash used in investing activities                                     (24,807)       (498,432)
                                                                                ------------    ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Proceeds from issuance of notes payable to bank                                    250,000
  Repayment of lease obligations                                                      (8,960)        (26,979)
  Proceeds from loans from stockholders                                              654,143         100,000
  Repayment of loans from stockholders                                               (31,468)
  Common stock issued                                                                 49,500       1,305,178
                                                                                ------------    ------------

           Net cash provided by financing activities                                 913,215       1,378,199
                                                                                ------------    ------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    (175,707)        323,127

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       323,127            -
                                                                                ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $    147,420    $    323,127
                                                                                ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.



                                       21
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD FROM
MARCH 2, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                PERIOD FROM
                                                                                                  MARCH 2,
                                                                                 YEAR ENDED        1999 TO
                                                                                 DECEMBER 31,    DECEMBER 31,
                                                                                    2000            1999
<S>                                                                             <C>             <C>
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
  Stock issued for notes receivable                                                             $    104,412
  Inventory acquired through loan to stockholder                                                      34,506
  The Company purchased all of the capital stock of Unique Images, Inc.
    for $500,000.  In conjunction with the acquisition, liabilities were
    assumed as follows:
    Fair value of assets acquired through purchase of Unique Images, Inc.                       $    586,128
    Cash paid for capital stock                                                                     (400,000)
                                                                                                ------------

    Liabilities assumed through purchase of Unique Images, Inc.                                 $    186,128
                                                                                                ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - Cash paid during the year
  for:
    Interest                                                                    $     34,735    $     12,842
                                                                                ============    ============

    Taxes                                                                       $      3,700
                                                                                ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       22
<PAGE>

AMERICABILIA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         DESCRIPTION OF BUSINESS - americabilia.com, Inc., a Florida
         corporation ("americabilia"), is engaged in direct Internet
         merchandising and wholesale distribution of American-themed
         collectibles, gifts, and memorabilia. Americabilia manufactures and
         assembles its own products and also purchases products from a number
         of sources. Americabilia's products are marketed on an Internet
         shopping site, www.americabilia.com. Americabilia strives to offer
         its customers a broad selection of products, a convenient shopping
         experience, and competitive pricing. Americabilia commenced with
         organizational and operational activities on March 2, 1999 in Nevada
         as americabilia.com Nevada.

         On August 11, 1999, americabilia acquired the outstanding capital stock
         of Veltre Enterprises, Inc. dba Unique Images, Inc. ("Unique Images").
         Unique Images designs and manufactures Hollywood and sports memorabilia
         for fine art and memorabilia galleries. Unique Images also provides
         high-volume and custom picture framing services. Unique Images uses
         computerized joiner and mat cutting equipment. The purchase price paid
         for Unique Images consisted of (i) $200,000 in cash, (ii) a Promissory
         Note in the original principal amount of $200,000, and (iii) 100,000
         shares of the Rule 506 common stock of americabilia.com Nevada. The
         stock was issued at its fair value on issue date of $1.00 per share or
         $100,000 in total. The Promissory Note was paid in full in November
         1999.

         The registrant was organized under the laws of the State of Florida
         on August 22, 1989 under the name First Zurich Investments, Inc. On
         November 15, 1996, the registrant changed its name to Terra
         International Pharmaceuticals, Inc. On September 7, 1999, the
         registrant conducted a recapitalization through the merger of
         americabilia.com Nevada with and into Worldwide Collectibles, Inc.,
         a Nevada corporation and a wholly owned subsidiary of the registrant
         formed for the purpose of the merger. Pursuant to an Agreement of
         Merger, dated September 14, 1999, each of the former stockholders of
         americabilia.com Nevada received one (1) share of common stock,
         $.001 par value per share, in exchange for their shares of
         americabilia.com Nevada. As a result of the acquisition, a total of
         6,115,000 shares of Rule 506 common stock were issued to the former
         stockholders of americabilia.com Nevada. Prior to its acquisition of
         americabilia.com Nevada, the registrant did not have any operations.
         For accounting purposes, the acquisition has been treated as a
         recapitalization of americabilia.com, with americabilia.com as the
         acquirer (reverse merger). As a result of this transaction,
         americabilia became a publicly traded company.

         The recapitalization was accounted for by adjusting common stock by
         $537 for the 537,692 shares of common stock held by the stockholders at
         the time that the entity was known as Terra International
         Pharmaceuticals, Inc. ("Terra") and by decreasing paid-in capital by an
         amount equal to the par value of the 537,692 shares because the net
         assets of Terra totaled $0. Prior to the reverse merger, Terra had no
         operations. The companies involved in the recapitalization included
         Terra, Terra's wholly owned subsidiary, Worldwide Collectibles, and
         americabilia.com Nevada (the predecessor of Worldwide Collectibles).
         Hereinafter, americabilia.com, Inc. and its subsidiaries are
         referred to as the Company.

         In January 2001, Unique Images was merged into Worldwide Collectibles.
         There was no accounting impact from this merger.


                                       23
<PAGE>

         During the year ended December 31, 2000 and the period ended December
         31, 1999, certain stockholders provided services for the Company. The
         accompanying financial statements for the year ended December 31, 2000
         and the period ended December 31, 1999 include contributions to capital
         representing estimates of compensation costs for services rendered to
         the Company by the executive officers of the Company upon commencement
         of sales. These contributions, which amounted to $76,000 for the year
         ended December 31, 2000 and $60,000 for the period ended December 31,
         1999, were based on management's estimate of time expended on the
         Company's behalf by the executive officers. Such contributions have
         been accounted for with charges to operations and with credits net of
         tax effects in like amounts to paid-in capital.

         It is anticipated that payment of salaries will commence at such a time
         as the Company's operations have generated sufficient cash flow to
         enable the payment of salaries. The Company has not yet determined the
         amount or timing of the payment of salaries to certain of its executive
         personnel and will do so at the discretion of its officers and
         directors. The Company will continue to estimate and record
         compensation costs for services rendered by executive officers as
         circumstances warrant.

         BASIS OF PRESENTATION - The accompanying consolidated financial
         statements have been prepared in accordance with accounting principles
         generally accepted in the United States of America and include the
         accounts of the Company and its subsidiaries. All material intercompany
         transactions and accounts have been eliminated in consolidation.
         Results of operations of the acquisition of Unique Images, as described
         in Note 3, accounted for using the purchase method, are included from
         its date of acquisition. The period from March 2, 1999 through December
         31, 1999 is herein referred to as "fiscal 1999" while the period from
         January 1, 2000 through December 31, 2000 is referred to herein as
         "fiscal 2000."

         CASH AND CASH EQUIVALENTS - Cash and cash equivalents are defined as
         highly liquid investments with original maturities of three months or
         less and, at December 31, 2000 and 1999, consist of amounts held as
         bank deposits.

         ACCOUNTS RECEIVABLE - The Company's accounts receivable principally
         result from credit sales to third-party wholesale customers. Allowances
         for doubtful accounts are made when management believes that accounts
         are uncollectible.

         INVENTORIES - Inventories, consisting primarily of framed
         celebrity-autographed memorabilia pictures and collectibles, are valued
         at the lower of cost or market (replacement or net realizable value).
         Cost is determined using the first-in, first-out (FIFO) method for both
         raw materials and finished goods. The Company offers both framed
         memorabilia which it manufactures and products which it acquires from
         suppliers.

         PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
         Equipment under capital leases is stated at the present value of future
         minimum lease payments. Depreciation and amortization are provided for
         in amounts sufficient to allocate the cost of depreciable or
         amortizable assets to operations over their estimated service lives or
         the lease term, using the straight-line method. The estimated service
         lives are generally as follows:

<TABLE>
<S>                                                                   <C>
   Machinery and equipment                                            5-10 years
   Vehicles                                                            5-7 years
   Office furniture and equipment                                      3-7 years
   Leasehold improvements                                             5-10 years
</TABLE>


                                       24
<PAGE>

         GOODWILL - The excess of cost over the fair value of net assets of
         purchased companies (goodwill) is being amortized by the straight-line
         method over five years. As of December 31, 2000 and 1999, unamortized
         goodwill was $221,619 and $282,061, respectively, net of accumulated
         amortization of $80,589 and $20,147, respectively. Goodwill is
         reassessed annually to determine whether any potential impairment
         exists.

         RETAIL AND WHOLESALE REVENUES - Retail revenues are recognized when
         product is shipped. Payment is received prior to shipment of product.
         Revenues are shown net of returns. The Company estimates the amounts of
         returns and refunds each month. Due to the shipping methods used by the
         Company, customers typically receive their product within one week
         after order placement.

         Estimated returns and refunds are recognized in the same period as
         sales. For the year ended December 31, 2000 and the period from March
         2, 1999 (inception) through December 31, 1999, the Company recorded
         returns of $24,000 and $1,600, respectively, which approximated actual
         returns. The Company's refund and return policy is generally a "no
         questions asked" policy for 30 days after the sale provided that the
         product is returned in "like new" condition in its original packaging
         box with the customer's receipt.

         The Company has arrangements with a number of its suppliers to send
         certain larger products directly to customers. The Company recognizes
         revenue from the sale of these products when the products are shipped.
         Payment is received prior to shipment of the products. The title to
         these goods and the risks of ownership transfer to the Company upon
         shipment by the supplier. These products are manufactured by third
         parties, sold by the supplier to the Company, and shipped by the
         supplier upon the Company's request as a result of sales orders placed
         by customers.

         Wholesale revenues are recognized when goods are shipped. The Company
         records prepayments for goods as deferred revenue until the goods are
         shipped. Such prepayments are generally the result of deposits on
         larger wholesale orders. At December 31, 2000 and 1999, there was no
         deferred revenue.

         COST OF SALES - Cost of sales includes cost of the product plus
         associated freight costs to acquire and ship the product. Cost of sales
         also includes direct labor and related payroll benefits associated with
         the manufacturing (for wholesale products), stocking, packaging, and
         shipping of products. Agent or commission fees for the sales of
         products are included in cost of sales. The Company paid commission
         fees of $18,485 for the year ended December 31, 2000 and paid no agent
         or commission fee for fiscal 1999.

         ADVERTISING AND PROMOTIONAL COSTS - All advertising and promotional
         costs associated with advertising and promoting the Company's lines of
         business are expensed in the period incurred.

         IMPAIRMENT OF LONG-LIVED ASSETS - In the event that facts and
         circumstances indicate that the carrying value of long-lived assets,
         including associated intangibles, may be impaired, an evaluation of
         recoverability is performed by comparing the estimated future
         undiscounted cash flows associated with the asset to the asset's
         carrying amount to determine if a write-down to market value or
         discounted cash flow is required. As of December 31, 2000 and 1999, no
         adjustments or write-downs were required.

         FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying values of cash and
         cash equivalents, accounts receivable, accounts payable, and accrued
         liabilities approximated their fair values because of the short
         maturity of these instruments. The fair value of the Company's notes
         payable and long-term debt is estimated based on quoted market prices
         for the same or similar issues or on current rates offered to the
         Company for debt of the same remaining maturities. At December 31, 2000
         and 1999, the aggregate fair value of the Company's notes payable and
         long-term debt approximated their carrying value.


                                       25
<PAGE>

         INCOME TAXES - The Company accounts for income taxes in accordance with
         Statement of Financial Accounting Standard ("SFAS") No. 109,
         "Accounting for Income Taxes." Under the asset and liability method
         with SFAS No. 109, deferred income taxes are required for the expected
         tax consequences of temporary differences by applying enacted statutory
         rates applicable to future years to the difference between the
         financial statement carrying amounts and the tax bases of existing
         assets and liabilities. Under SFAS No. 109, the effect on deferred
         taxes of a change in tax rates is recognized in income in the period
         that includes the enactment date.

         NET INCOME PER SHARE - Basic earnings per share ("EPS") are computed by
         dividing the net income available to common stockholders by the
         weighted average of common shares outstanding during the period.
         Dilutive earnings per share are not presented for the fiscal years
         presented. When applicable, the Company's diluted EPS will include the
         dilutive effect of potential stock options and certain warrant
         exercises, calculated using the treasury stock method. At December 31,
         2000 and 1999, the Company had potentially dilutive options outstanding
         of 162,500 and 5,000 shares, respectively.

         STOCK-BASED COMPENSATION - SFAS No. 123 provides companies with a
         choice to follow the provisions of SFAS No. 123 in determination of
         stock-based compensation expense or to continue with the provisions of
         the Accounting Principles Board Opinion ("APB") No. 25, "Accounting for
         Stock Issued to Employees." The Company continues to follow APB No. 25
         and will provide pro forma disclosure as required by SFAS No. 123 in
         the notes to the consolidated financial statements.

         RECENTLY ISSUED ACCOUNTING STANDARDS - In June 1998, the Financial
         Accounting Standards Board (the "FASB") issued SFAS No. 133,
         "Accounting for Derivative Instruments and Hedging Activities," as
         amended, which is effective for fiscal years beginning after June 15,
         2000. SFAS No. 133 establishes additional accounting and reporting
         standards for derivative instruments and hedging activities. SFAS No.
         133 requires that an entity recognize all derivatives as either assets
         or liabilities in the statement of financial position. This statement
         also defines and allows companies to apply hedge accounting to its
         designated derivatives under certain instances. It also requires that
         all derivatives be marked to market on an ongoing basis. This applies
         whether the derivatives are stand-alone instruments, such as warrants
         or interest rate swaps, or embedded derivatives, such as call options
         contained in convertible debt investments. Along with the derivatives,
         in the case of qualifying hedges, the underlying hedged items are also
         to be marked to market. These market value adjustments are to be
         included either in the income statements or other comprehensive income,
         depending on the nature of the hedged transaction. The fair value of
         financial instruments is generally determined by reference to market
         values resulting from trading on a national securities exchange or in
         an over-the-counter market. In cases where derivatives relate to
         financial instruments of non-public companies, or where quoted market
         prices are otherwise not available, such as for derivative financial
         instruments, fair value is based on estimates using present value or
         other valuation techniques. Based on management's understanding of SFAS
         No. 133, the Company does not believe that it has any derivative
         instruments and does not have any hedging activities. The adoption of
         SFAS No. 133 in fiscal year 2001 is expected to have no impact on the
         Company's consolidated financial statements.

         In December 1999, the Securities and Exchange Commission issued Staff
         Accounting Bulletin No. 101, "Revenue Recognition in Financial
         Statements" ("SAB 101"). SAB 101 clarifies existing accounting
         principles related to revenue recognition in financial statements. The
         adoption of SAB 101 in fiscal year 2000 had no impact on the Company's
         consolidated financial statements.


                                       26
<PAGE>

         In March 2000, the Financial Accounting Standards Board of the AICPA
         issued FASB Interpretation 44 "Accounting for Certain Transactions
         Involving Stock Compensation" ("FIN 44"), which provides clarification
         on the application of APB Opinion No. 25, "Accounting for Stock Issued
         to Employees," and is effective for the Company's year ended December
         31, 2000. The adoption of FIN 44 in fiscal year 2000 had no impact on
         the Company's consolidated financial statements.

         USE OF ESTIMATES - The preparation of financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the amounts reported in the consolidated financial
         statements and related notes to the consolidated financial statements.
         Estimates are used when accounting for uncollectible accounts
         receivable, inventory market value and obsolescence, depreciation,
         taxes, contingencies, and sales returns. Actual results could differ
         from those estimated by management, and changes in such estimates may
         affect amounts reported in future periods.

         RECLASSIFICATIONS - Certain reclassifications have been made to the
         December 31, 1999 consolidated financial statements to conform to the
         December 31, 2000 financial statement presentation. These
         reclassifications had no effect on the operating results for the year
         ended December 31, 1999, as previously reported.

2.       CONCENTRATION OF CREDIT RISK

         Financial instruments that potentially subject the Company to
         concentrations of credit risk are cash and cash equivalents and
         accounts receivable arising from its normal business activities.

         Regarding retail accounts receivable, the Company believes that credit
         risk is limited due to the large number of entities comprising the
         Company's customer base. Regarding wholesale accounts receivable, the
         Company performs certain credit evaluation procedures and does not
         require collateral. The Company believes that credit risk is limited
         because the Company routinely assesses the financial strength of its
         customers and, based upon factors surrounding the credit risk of
         customers, establishes an allowance for uncollectible accounts and, as
         a consequence, believes that its accounts receivable credit risk
         exposure beyond such allowances is limited.

         Changes in the allowance for doubtful accounts for fiscal 2000 and
         fiscal 1999 consist of the following:

<TABLE>
<CAPTION>
                                                       2000       1999
<S>                                                  <C>        <C>
Beginning balance                                    $  6,764   $  6,914
Net recoveries of allowances                              729        150
                                                     --------   --------

Ending balance                                       $  6,035   $  6,764
                                                     ========   ========
</TABLE>

3.       BUSINESS COMBINATIONS

         On August 11, 1999, the Company acquired the outstanding capital stock
         of Veltre Enterprises, Inc. dba Unique Images. The purchase price paid
         for Unique Images consisted of (i) $200,000 in cash and $200,000 by
         delivery of a Promissory Note and (ii) 100,000 shares of common stock
         of the Company. The Promissory Note was paid in full in November 1999.
         As part of the purchase, the Company entered into leases with Mr. Keith
         Veltre and his affiliates for the premises being used in Unique Images'
         business operations and certain business equipment. The transaction was
         recorded as a purchase. The resulting goodwill of $302,208 is being
         amortized over five years.


                                       27
<PAGE>

         On September 21, 1999, the Company merged with Terra. The stockholders
         of the Company exchanged 100 percent of their stock for approximately
         91 percent of the stock of Terra. The transaction was accounted for as
         a recapitalization of the Company. Terra had no assets or liabilities.
         At the date of the merger, the financial position of Terra reflected
         $397,000 of accumulated deficit and an equal amount of additional
         paid-in capital and common stock. Its net equity was equal to $0. Terra
         had no operations prior to the reverse merger on September 21, 1999.

         The following unaudited pro forma information has been prepared
         assuming Unique Images had been acquired as of the beginning of the
         period presented and as if Unique Images were the predecessor company.
         The pro forma information is presented for information purposes only
         and is not necessarily indicative of what would have occurred if the
         acquisition had been made as of those dates. In addition, the pro forma
         information is not intended to be a projection of futures results and
         does not reflect synergies expected to result from the integration of
         Unique Images and the Company's operations. Terra had no operations for
         the period, and, accordingly, no separate disclosure is presented.

         Pro forma information (unaudited), for the period from January 1, 1999
         through December 31, 1999, is as follows:

<TABLE>
<S>                                                            <C>
Sales and other income                                         $  1,350,578
                                                               ============

Net loss from operations                                       $   (286,880)
                                                               ============

Loss per share from continuing operations                      $       0.07
                                                               ============
</TABLE>


4.       INVENTORIES

         The components of inventories at December 31 are as follows:

<TABLE>
<CAPTION>
                                                     2000           1999

<S>                                              <C>            <C>
Memorabilia and collectibles                     $    304,062   $    344,886
Raw materials                                         609,406        101,562
                                                 ------------   ------------

Total                                            $    913,468   $    446,448
                                                 ============   ============
</TABLE>

5.       PROPERTY AND EQUIPMENT

         The components of property and equipment at December 31 are as follows:

<TABLE>
<CAPTION>
                                                     2000           1999
<S>                                              <C>            <C>
Machinery and equipment                          $     63,078   $     58,400
Vehicles                                                4,500          4,500
Office furniture and equipment                         99,307         79,179
Leasehold improvements                                                26,541
                                                 ------------   ------------

                                                      166,885        168,620
Less accumulated depreciation and amortization         45,893         14,221
                                                 ------------   ------------

Total                                            $    120,992   $    154,399
                                                 ============   ============
</TABLE>


                                       28
<PAGE>

6.       ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

         Accounts payable and accrued liabilities consisted of the following at
         December 31:

<TABLE>
<CAPTION>

                                                       2000          1999
<S>                                                <C>           <C>
Accounts payable and accrued expenses              $   167,963   $   210,001
Accrued interest payable                                16,643           225
Payroll and related costs (including commissions)       16,468        14,196
                                                   -----------   -----------

Total                                              $   201,074   $   224,422
                                                   ===========   ===========

</TABLE>

7.     LONG-TERM DEBT

       Long-term debt consists of the following at December 31:

<TABLE>
<CAPTION>
                                                                         2000           1999
<S>                                                                 <C>            <C>
Notes payable to related parties (Company stockholders), due in
  March 2002, unsecured (Note 12)                                   $    657,183   $     34,508

Capitalized lease obligations with interest at 9.569% and 13.376%,
  collateralized by certain manufacturing equipment                       12,254         20,764

Variable rate bank loan with interest at 10.5%, due in April 2001        250,000

Other                                                                                       450
                                                                    ------------   ------------

Total debt                                                               919,437         55,722
Less current portion                                                     291,349          9,122
                                                                    ------------   ------------

Long-term debt                                                      $    628,088   $     46,600
                                                                    ============   ============
</TABLE>


         At December 31, annual maturities on long-term debt and capitalized
         lease obligations were as follows:

<TABLE>
<S>                                                             <C>
2001                                                            $    291,349
2002                                                                 628,088
                                                                ------------

                                                                $    919,437
</TABLE>


8.       LEASES

         The Company leases office space, warehouse, and equipment. In November
         2000, the Company terminated its two office space and production
         facility leases and entered into a new office space and warehouse lease
         in order to consolidate operations. The new lease is renewable and
         provides for the payment of real estate taxes and certain other
         occupancy expenses. Rent expense was $135,859 and $58,570 for the years
         ended December 31, 2000 and 1999, respectively. See Note 12 regarding
         the lease on the building for Unique Images.


                                       29
<PAGE>

         Estimated commitments for minimum rentals under noncancelable leases at
         December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                          CAPITALIZED      OPERATING
                                                             LEASE           LEASE
<S>                                                      <C>             <C>
2001                                                     $      9,222    $    172,031
2002                                                            3,936         151,866
2003                                                                          114,919
                                                         ------------    ------------

Total minimum lease payments                                   13,158    $    438,816
                                                                         ============
Less amount representing interest                                (904)
                                                         ------------

Present value of net minimum lease payments, including
  current maturities of $8,416                           $     12,254
                                                         ============
</TABLE>


         Property and equipment at December 31 include the following amounts for
         capitalized leases:

<TABLE>
<CAPTION>
                                                     2000           1999
<S>                                              <C>            <C>
Machinery and equipment                          $     25,251   $     25,251
Less allowance for depreciation                         7,373          2,323
                                                 ------------   ------------

                                                 $     17,878   $     22,928
                                                 ============   ============
</TABLE>


9.       STOCKHOLDERS' EQUITY

         COMMON STOCK - Beginning in June 1999 and through July 15, 1999, the
         Company issued 5,000,000 common shares valued at $.10 per share or
         $500,000 to the original investors of the Company. 2,000,000 of the
         shares were issued through acceptance of $200,000 of notes receivable.
         The stock was restricted from trading for a period of one year after
         issuance.

         During August and September 1999, the Company issued 1,000,000 shares
         at $1.00 per share of its authorized but unissued common stock in a
         private placement. The proceeds from the sale of stock, net of issuance
         costs of $9,822, totaled $990,178. The stock was restricted from
         trading for a period of one year after issuance.

         In October 2000, the Company issued units consisting of 16,500 shares
         at $3.00 per share of its authorized but unissued common stock in a
         private placement. The subscription also issued 8,250 warrants to
         purchase stock at $4.50 per share through April 30, 2001. The proceeds
         from the sale of stock totaled $49,500. The stock was restricted from
         trading for a period of one year after issuance.

         NOTES RECEIVABLE FROM STOCKHOLDERS - In June 1999, the Company accepted
         notes totaling $200,000 from six stockholders, in connection with the
         issuance of 2,000,000 shares of stock. The stock was restricted from
         trading for a period of one year after the dates of issuance or payment
         in full of the note. The notes as amended bear interest at eight
         percent per annum with principal and interest due December 31, 2001
         (see Note 12).


                                       30
<PAGE>

         STOCK OPTIONS - During fiscal 1999, the Company's Board of Directors
         adopted a stock option plan for certain employees ("Optionees") whereby
         Optionees are granted the right to purchase shares of the Company's
         common stock at the market price when the options are issued. The
         options generally vest immediately and expire one year after grant. The
         stock issued from the exercise of options is restricted from trading
         for a period of one year after issuance.

         Transactions and other information relating to the plan for fiscal 2000
         and fiscal 1999 are summarized as follows:

<TABLE>
<CAPTION>
                                                       STOCK OPTIONS
                                               -----------------------------
                                                                 WEIGHTED-
                                                                 AVERAGE
                                                                 EXERCISE
                                                     SHARES        PRICE
<S>                                            <C>             <C>
Outstanding at March 2, 1999                           -       $       -
  Granted                                            20,000            1.00
  Exercised                                         (15,000)           1.00
                                               ------------    ------------

Outstanding at December 31, 1999                      5,000            1.00

  Granted                                           162,500            3.73
  Exercised
  Forfeited                                          (5,000)           1.00
                                               ------------    ------------

Outstanding at December 31, 2000                    162,500    $       3.73
                                               ============    ============
</TABLE>


         The exercise prices of the stock options discussed below were at the
         fair market value of the common stock on the date the options were
         granted. In addition, the stock is restricted from trading for a period
         of one year after issuance:

           On August 11, 1999, the Company issued options to purchase 15,000
           shares at $1.00 per share to three employees of the Company's
           subsidiary, Unique Images.

           On August 12, 1999, the Company issued options to purchase 5,000
           shares at $1.00 per share to an employee of the Company.

           On September 28, 2000, the Company issued options to purchase 137,500
           shares at $4.00 per share to several employees of the Company.

           On December 12, 2000, the Company issued options to purchase 25,000
           shares at $2.25 per share to several employees of the Company.


                                       31
<PAGE>

       For purposes of the following pro forma disclosures, the weighted-average
       fair value of each option has been estimated on the date of grant using
       the Black-Scholes option-pricing model with the following
       weighted-average assumptions used for grants in fiscal 2000: no dividend
       yield; volatility of 115 percent; risk-free interest rate of 5.34
       percent; and an expected term of one year. The weighted-average
       Black-Scholes value of options granted for the years ended December 31,
       2000 and fiscal 1999 was $1.13 and $.12 per option, respectively. Had
       compensation cost for the Company's fixed stock-based compensation plan
       been determined based on the fair value at the grant dates for awards
       under this plan consistent with the method of SFAS No. 123, the Company's
       pro forma net loss and pro forma net loss per share would have been as
       indicated below:

<TABLE>
<CAPTION>
                                                               PERIOD FROM
                                                               MARCH 2, 1999
                                                  YEAR          (INCEPTION)
                                                  ENDED          THROUGH
                                               DECEMBER 31,     DECEMBER 31,
                                                   2000            1999
<S>                                            <C>             <C>
Net loss:
  As reported                                  $   (549,635)   $   (349,551)
                                               ============    ============

  Pro forma                                    $   (668,864)   $   (350,771)
                                               ============    ============

Basic loss per share:
  As reported                                  $      (0.08)   $      (0.08)
                                               ============    ============

  Pro forma                                    $      (0.10)   $      (0.08)
                                               ============    ============

Diluted loss per share:
  As reported                                  $      (0.08)   $      (0.08)
                                               ============    ============

  Pro forma                                    $      (0.10)   $      (0.08)
                                               ============    ============
</TABLE>


10.      INCOME TAXES

         The effective tax rate varies from the U.S. federal statutory tax rate
         for the period ended December 31, 2000 and 1999 principally due to the
         following:

<TABLE>
<CAPTION>
                                                      2000         1999
<S>                                                    <C>          <C>
U.S. federal statutory tax rate                        (34.0)%      (34.0)%
Valuation allowance for deferred taxes                 26.51        25.20
All other                                               7.49         0.80
                                                    --------     --------

Effective tax rate                                     0.0 %         (8.0)%
                                                    ========     ========
</TABLE>


                                       32
<PAGE>

         The differences between the benefit (provision) for income taxes at the
         U.S. statutory rate and the Company's effective rate are summarized as
         follows:

<TABLE>
<CAPTION>
                                                   2000            1999
<S>                                            <C>             <C>
Expected benefit for income taxes              $   (186,876)   $   (100,662)
Valuation allowance for deferred taxes              145,695          90,156
Non-deductible items                                 41,181           6,850
Other                                                               (27,345)
                                               ------------    ------------

Provision for income taxes                     $       -       $    (31,001)
                                               ============    ============
</TABLE>


       The benefits for taxes for the year ended December 31, 2000 and the
       period from March 2, 1999 through December 31, 1999 consist of:

<TABLE>
<CAPTION>
                                                     2000           1999
<S>                                              <C>            <C>
Current benefit                                  $       -      $     31,001
Deferred benefit                                 ------------   ------------

Benefit for income taxes                         $       -      $     31,001
                                                 ============   ============
</TABLE>


         The tax effects of items comprising the Company's net deferred tax
         asset consist of the following at December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                            2000           1999
<S>                                                     <C>            <C>
Deferred tax liability -
  Difference between book and tax depreciable property  $    (12,408)  $     (8,112)

Deferred tax assets:
  Net operating loss carryforwards                           248,418         98,268
  Miscellaneous accruals                                       2,051
  Valuation allowance                                       (238,061)       (90,156)
                                                        ------------   ------------

Net deferred tax assets                                 $       --     $       --
                                                        ============   ============
</TABLE>


         SFAS No. 109 requires a valuation allowance to be recorded when it is
         more likely than not that some or all of the deferred tax assets will
         not be realized. A valuation allowance has been established on the
         computed deferred tax asset at December 31, 2000 and 1999 due to the
         uncertainties associated with realizing such assets in the future.

         The accompanying financial statements do not include a provision for
         state income tax as the Company's income is earned in Nevada, which
         does not have a corporate income tax.


                                       33
<PAGE>

11.      COMMITMENTS AND CONTINGENCIES

         LEASES - The following is a schedule of future minimum lease payments
         under operating leases, including those with related parties as more
         fully described in Note 12, that have initial or remaining
         noncancelable lease terms in excess of one year at December 31, 2000.

<TABLE>
<S>                                                            <C>
2001                                                           $    172,031
2002                                                                151,866
2003                                                                114,919
                                                               ------------

                                                                   $438,816
                                                               ============
</TABLE>


         EMPLOYMENT CONTRACTS - The Company has no employment contracts
         requiring compensation with any of its executive officers other than
         the president of Unique Images. The contract is for five years
         beginning September 1999 and provides for compensation of $6,500 per
         month.

         CONTINGENCIES - There are no pending legal proceedings to which the
         Company or the property of the Company is subject. In addition, no
         other such proceedings are known to be contemplated against the
         Company.

12.      RELATED PARTY TRANSACTIONS

         During fiscal 1999, the Company accepted notes totaling $200,000
         from six employee shareholders in connection with the issuance of
         shares of the Company with principal and interest due December 31,
         2001. As of December 31, 2000, and as a result of transactions
         described below, the balance remaining on the shareholder notes was
         $113,275 including accrued interest. This amount was owed by three
         conpensated employee shareholders.

         Interest income from notes receivable from stockholders was $8,863 and
         $3,412 in fiscal 2000 and fiscal 1999, respectively.

         From August 1999 through November 2000, the Company leased certain
         office space, a production facility, and equipment from a related
         party. In November 2000, the Company terminated its office space and
         production facility leases with the related party and entered into a
         new office and production facility lease with an outside party. The
         office and production facility leases with the related party had been
         classified as operating leases. The rent expense incurred in connection
         with these leases during fiscal 2000 and fiscal 1999 was approximately
         $101,750 and $32,000, respectively. The Company continues to lease
         certain production equipment from a related party. This lease expires
         in August 2001. The new office and production facility lease with an
         outside party expires in November 2003.

         During fiscal 1999, the Company's chairman of the board and the
         Company's president each loaned the Company $50,000, which bears
         interest at a rate of nine percent per annum and is due and payable on
         March 1, 2001. The chairman also contributed approximately $34,000 of
         inventory in exchange for a note in fiscal 1999. During November 1999,
         the Company's chairman exchanged $67,778 of his notes payable,
         including accrued interest, for the same amount of the note receivable
         from stockholders arising from the issuance of stock in June 1999,
         leaving a net note payable in the amount of $16,021, due on March 1,
         2001. During fiscal 1999, the Company's president exchanged $33,889 of
         his note payable, including accrued interest, for the same amount of
         notes receivable arising from the issuance of stock in June 1999,
         leaving a net note payable in the amount of $17,116, due on March 1,
         2001 (see Note 9).


                                       34
<PAGE>

         During fiscal 2000, the Company's chairman of the board and the
         Company's president loaned the Company $150,000 and $100,000,
         respectively. Each of these loans bears interest at the rate of eight
         percent per annum and are due and payable in March 2002.

         During fiscal 2000, the Company's chairman of the board advanced
         $405,514 to the Company for purchases of inventory by the wholesale
         segment of the Company. The advances bear interest at the rate of ten
         percent per annum and are secured by the inventory and must be repaid
         by proceeds from the sale of inventory purchased with the advances. The
         Company has repaid $31,468 of the advances. The advances are due and
         payable in March 2002.

         Interest expense incurred in connection with loans from stockholders
         was $28,568 and $3,779 in fiscal 2000 and fiscal 1999, respectively.

13.      SEGMENT REPORTING

         The Company has two reportable segments based upon products offered:
         retail sales and corporate operations, and wholesale distribution and
         manufacturing.

         The Company evaluates each segment's performance based on segment
         operating income before interest and taxes. The accounting policies of
         the operating segments are the same as those described in the summary
         of significant accounting policies.

         Information pertaining to the operations of reportable segments is as
         follows:

<TABLE>
<CAPTION>
                                                                      WHOLESALE
                                                      RETAIL AND   DISTRIBUTION AND
FOR THE YEAR ENDED DECEMBER 31, 2000                   CORPORATE    MANUFACTURING         TOTAL
<S>                                                  <C>             <C>             <C>
Revenues from external customers                     $    669,186    $  1,715,050    $  2,384,236

Intersegment revenues                                      39,261          92,201         131,462

Depreciation and amortization                              76,837          17,694          94,531

Segment operating loss before interest taxes             (486,638)        (35,192)       (521,830)

Interest income                                            10,891           1,711          12,602

Intersegment interest income                               16,419                          16,419

Interest expense                                           26,673          23,263          49,936

Intersegment interest expense                                              16,419          16,419

Net loss before taxes                                    (515,972)        (33,663)       (549,635)

Income tax (benefit) provision

Net property and equipment                                 56,881          64,111         120,992

RECONCILIATION OF SEGMENT REVENUES TO CONSOLIDATED
REVENUES

Total revenues for reportable segments                                               $  2,515,698
Elimination of intersegment revenues                                                    (131,462)
                                                                                     ------------

Total consolidated revenues                                                          $  2,384,236
                                                                                     ============
</TABLE>


                                       35
<PAGE>

<TABLE>
<CAPTION>
FOR THE PERIOD FROM MARCH 2, 1999 (INCEPTION)
FOR RETAIL AND CORPORATE AND FROM AUGUST 11, 1999                      WHOLESALE
FOR WHOLESALE DISTRIBUTION AND MANUFACTURING            RETAIL AND  DISTRIBUTION AND
TO DECEMBER 31, 1999                                     CORPORATE    MANUFACTURING       TOTAL
<S>                                                   <C>             <C>            <C>
Revenues from external customers                      $    294,009    $    368,222   $    662,231

Intersegment revenues                                                       89,065         89,065

Depreciation and amortization                               28,895           5,473         34,368

Segment operating (loss) income before
  interest and taxes                                      (437,946)         58,637       (379,309)

Interest income                                              8,728           1,363         10,091

Intersegment interest income                                 2,449                          2,449

Interest expense                                             7,987           5,661         13,648

Intersegment interest expense                                                2,449          2,449

Net (loss) income before taxes                            (434,891)         54,339       (380,552)

Income tax (benefit) provision                             (50,713)         19,712        (31,001)

Net property and equipment                                  59,902          94,497        154,399

RECONCILIATION OF SEGMENT REVENUES TO CONSOLIDATED
REVENUES

Total revenues for reportable segments                                               $    751,296
Elimination of intersegment revenues                                                      (89,065)
                                                                                     ------------

Total consolidated revenues                                                          $    662,231
                                                                                     ============
</TABLE>


         Significantly all (over 95 percent) of the Company's sales in 2000 and
         1999 are in the United States of America.


                                       36
<PAGE>

14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


<TABLE>
<CAPTION>
                                                              QUARTER ENDED
                                          ---------------------------------------------------------
                                            MARCH 31       JUNE 30      SEPTEMBER 30    DECEMBER 31
                                          ------------   ------------   ------------   ------------
<S>                                       <C>            <C>            <C>            <C>
FISCAL 2000

Revenue                                   $    387,373   $    420,131   $    741,798   $    834,934

Gross profit                                    78,241        137,323        238,725        210,249

Operating loss                                (159,603)      (216,711)       (44,787)      (100,729)

Net loss                                      (158,179)      (223,511)       (53,328)      (114,617)

Loss per common share, basic                       .02            .03            .01            .02

Loss per common share, assuming dilution           .02            .03            .01            .02


FISCAL 1999

Revenue                                   $      7,645   $     14,554   $    210,779   $    429,253

Gross profit                                     5,019          2,668         85,661        153,553

Operating loss                                  (1,570)       (44,609)      (130,447)      (202,683)

Net loss                                        (1,570)       (44,609)      (130,042)      (204,331)

Loss per common share, basic                       .01            .03            .02            .02

Loss per common share, assuming dilution           .01            .03            .02            .02
</TABLE>

                                              ******


                                       37
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         Not applicable.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
       Name            Age    Served Since           Position
--------------------  -----  --------------  --------------------------------
<S>                    <C>       <C>          <C>
Henry E. Cartwright    62        1999         Chairman of the Board of Directors
Gary Moore             56        1999         President and Director
Joseph Flynn           61        1999         Director
Keith Veltre           30        1999         Director
Dalton L. Conners      55        1999         Director
Dixie Cartwright       62        1999         Secretary and Treasurer
</TABLE>

         MR. CARTWRIGHT has served as Chairman of the Board of the Company since
September 1999. Mr. Cartwright has also been a director of the Company's wholly
owned subsidiary, Unique Images, since its acquisition in August 1999. Mr.
Cartwright is a private investor in numerous real estate, lending transactions
and other ventures. Mr. Cartwright served as Chairman of the Board of Major
Video Corp. from December 1982 until its merger with Blockbuster Entertainment
Corporation in January 1989. In September 1993, Mr. Cartwright founded Back to
the 50's, Inc., a company that sold 50's and 60's memorabilia through a mail
order catalog and showroom. Back to the 50's, Inc. was acquired by Crowne
Ventures, Inc. in November 1995. Mr. Cartwright served as director of Crowne
Ventures, Inc. from 1995 until he resigned in April 1998.

         MR. MOORE has served as the President of the Company and as director
since September 1999. Mr. Moore has also been a director of the Company's wholly
owned subsidiary, Unique Images, since its acquisition in August 1999. Mr. Moore
is a private investor. Mr. Moore was the President and Chief Operations Officer
of Major Video Corp. from 1984 until its merger with Blockbuster Entertainment
Corp. in 1989. Mr. Moore continues to be a Blockbuster Video franchisee.

         MR. FLYNN has served as a director of the Company since September 1999.
From 1987 through the present, Mr. Flynn has been the legal counsel for Gaelic
Management, Inc., which provides legal, management, franchise, merger and
acquisitions and operations consulting to restaurant, real estate development,
communications, aircraft maintenance and athletic supply chains for affiliated
and unrelated domestic and international companies.

         MR. VELTRE has served as a director of the Company since September 1999
and President of Veltre Enterprises, Inc. dba Unique Images, a subsidiary of the
Company. Mr. Veltre has been a director of Unique Images since its inception.
Unique Images is a supplier of novelty and autographed collectibles that was
founded by Mr. Veltre in 1996.

         MR. CONNERS has served as a director of the Company since September
1999. Since 1998, Mr. Conners has been a private investor and financial
consultant. For thirty years prior thereto, Mr. Conners was employed in the
commercial banking business and served in the positions of Vice President and
Branch Manager, Area Sale Manager, Manager Automobile Lending Center and Senior
Commercial Real Estate Officer.


                                       38
<PAGE>

         MRS. CARTWRIGHT has served as the Secretary and Treasurer of the
Company since September 1999. Mrs. Cartwright is a private investor. From 1983
until 1989, Mrs. Cartwright managed all aspects of the office operations of
Major Video Corp. From 1993 to 1995, Mrs. Cartwright managed all aspects of the
office and financial operations of Back to the 50's, Inc.

         Each director serves for a term of one year or until his or her
successor has been elected and qualified. Each executive officer serves at the
pleasure of the Board of Directors. Henry E. Cartwright and Dixie Cartwright are
husband and wife. Gary Moore and Dixie Cartwright are brother and sister.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than 10% of a registered class of the Company's equity securities to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% beneficial owners are also required by rules promulgated by the SEC to
furnish the Company with copies of all Section 16(a) forms they file.

         Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during the period from January 1, 2000 through December
31, 2000, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY CASH COMPENSATION TABLE

         The following table sets forth the compensation (cash and non cash),
for the Chief Executive Officer and all the executive officers who earned in
excess of $100,000 per annum during any of the Company's last three fiscal
years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                            LONG-TERM COMPENSATION
----------------------  -------  ------------------------------------------  -------------------------  ----------------------------
                                            ANNUAL COMPENSATION                       AWARDS                      PAYOUTS
                                 ------------------------------------------  -------------------------  ----------------------------
 NAME AND PRINCIPAL     FISCAL     SALARY      BONUS ($)     OTHER ANNUAL    RESTRICTED    SECURITIES     LTIP        ALL OTHER
      POSITION           YEAR                               COMPENSATION($)    STOCK       UNDERLYING   PAYOUTS($)   COMPENSATION
                                                                               AWARDS        STOCK
                                                                                ($)        OPTIONS (#)
----------------------  -------  -----------   ----------   ---------------  ----------    -----------  ----------  ----------------
<S>                     <C>      <C>           <C>          <C>              <C>           <C>          <C>         <C>
Gary R. Moore            2000        $0           $0              --            --             --           --            --
   President             1999        $0           $0              --            --             --           --            --
</TABLE>


         Since its inception in March 1999, the Company has paid no salaries to
any of its executive officers other than Keith Veltre, the President of Unique
Images. Salaries have been included in the income statement as contributed
capital for the value of such services. It is anticipated that payment of
salaries will commence at such time as the Company's operations have generated
sufficient cash flow to enable the payment of salaries. The Company has not yet
determined the amount or timing of the payment of salaries to its executive and
management personnel and will do so in the discretion of its officers and
directors.


                                       39
<PAGE>

OPTION GRANTS

         There were no options granted to executive officers during fiscal 2000
or prior thereto.

OPTION EXERCISE AND FISCAL YEAR-END VALUES

         There were no options exercised by executive officers during fiscal
2000 and there are no options held by executive officers during fiscal 2000 or
prior thereto.

COMPENSATION OF DIRECTORS

         Directors do not receive compensation but are reimbursed for their
expenses for each meeting of the Board of Directors which they attend.

EMPLOYMENT CONTRACTS.

         The Company has an employment contract with Keith Veltre, the President
of the Company's wholly-owned subsidiary, Veltre Enterprises, Inc. The
employment contract with Mr. Veltre is for a period of five years commencing in
September 1999 and provides for compensation of $6,500 per month.

         The Company has also entered into two year Employment Agreements with
Henry E. Cartwright, its Chairman of the Board, and Gary Moore, its President,
each of which expires on August 14, 2002. The Employment Agreements, which are
terminable by the Company on thirty days notice, provide for compensation as
determined by the Board of Directors of the Company and for reimbursement of
expenses. As of this date, the Board of Directors has not approved compensation
for Mr. Cartwright or Mr. Moore and it is not expected that compensation will be
paid to Mr. Cartwright or Mr. Moore until the Company has achieved profitable
operations. The Employment Agreements also contain confidentiality agreement and
non-competition provisions.

BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

         The executive compensation philosophy of the Company is to (i) attract
and retain qualified management to run the business efficiently and guide the
Company's growth, (ii) establish a link between management compensation and the
achievement of the Company's annual and long-term performance goals, and (iii)
recognize and reward individual initiative and achievement.

         CHIEF EXECUTIVE OFFICER. Gary Moore, the Company's President, is the
chief executive officer of the Company. Mr. Moore has a significant stock
ownership position in the Company and receives no compensation for his services.

         BASE SALARIES. Base salaries for new management employees are based
primarily on the responsibilities of the position and the experience of the
individual, with reference to the competitive marketplace for management talent,
which is measured in terms of executive compensation offered by comparable
companies in related businesses.

         STOCK OPTIONS. The Company intends to grant stock options to its new
management employees. Because the amount of compensation which will be realized
from these options is directly related to the price of the Company's stock, this
form of compensation is directly related to the performance of the Company and
the results of its operations.


                                       40
<PAGE>

         CONCLUSION. Through the options described above, a portion of the
Company's management compensation for new management employees will be linked
directly to Company performance. The Board of Directors will continually review
all compensation practices and make changes as appropriate.

                                               Sincerely,

                                               Henry E. Cartwright
                                               Gary Moore
                                               Joseph P. Flynn
                                               Dalton Conners
                                               Keith Veltre

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock as of January 31, 2001 by (i)
each person who is known by the Company to be the beneficial owner of more than
five percent (5%) of the issued and outstanding shares of Common Stock, (ii)
each of the Company's directors and executive officers and (iii) all directors
and executive officers as a group. Each stockholder listed below has sole voting
power and investment power with respect to the shares beneficially owned by such
person.


<TABLE>
<CAPTION>
                                                 Amount and Nature
                                                   of Beneficial
    Name and Address of Beneficial Owner            Ownership(1)        Percent of Class
----------------------------------------------  --------------------- ----------------------
<S>                                             <C>                   <C>
Gary Moore(2)                                            559,000              8.4%
Henry E. Cartwright(3)                                   500,000              7.5%
Keith Veltre(3)                                          500,000              7.5%
Paul Heroy(3)                                            345,000              5.2%
Tom Pitch(3)                                             335,000              5.0%
Dixie Cartwright(3)                                      125,000              1.9%
Joseph P. Flynn(4)                                        50,000               (5)
Dalton L. Conners(6)                                      46,900               (5)
All Directors and Officers
as a group (6 persons)                                 1,780,900             26.8%
</TABLE>
---------------

(1)        All shares are owned beneficially and of record by the person named.
(2)        Address is 2700 Sunset Road, Suite A-11, Las Vegas, Nevada 89120.
(3)        Address is 150 Cassia Way, Suite 400, Henderson, Nevada  89014.
(4)        Address is 8236 E. Sands Drive, Scottsdale, Arizona 85255.
(5)        Less than one percent.
(6)        Address is 32 Paladin Court, Henderson, Nevada 89014.


                                       41
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LOANS FROM AND TO RELATED PARTIES.

         During fiscal 1999, the Company accepted notes totaling $200,000
from six employee shareholders in connection with the issuance of shares of
the Company with principal and interest due July 31, 2004. As of December 31,
2000, and as a result of transactions described below, the balance remaining
on the shareholder notes was $113,275 including accrued interest. This amount
was owed by three compensated employee shareholders.

         During fiscal 1999, the Company's chairman of the board and the
Company's president each loaned the Company $50,000. Each of these loans bears
interest at the rate of nine percent (9%) per annum and is due and payable on
March 1, 2001. During fiscal 1999, the Company's chairman exchanged $67,778 of
his notes payable, including accrued interest, for the same amount of the note
receivable from stockholders arising out of the issuance of stock in June 1999,
leaving a net note payable in the amount of $16,021, due on March 1, 2001.
During fiscal 1999, the Company's president exchanged $33,889 of his note
payable, including accrued interest, for the same amount of notes receivable
arising from the issuance of stock in June 1999, leaving a net note payable in
the amount of $17,116, due in March 2001.

         During fiscal 2000, the Company's chairman of the board and the
Company's president loaned the Company $150,000 and $100,000, respectively. Each
of these loans bears interest at the rate of eight percent (8%) per annum and is
due and payable in March 2002.

         During fiscal 2000, the Company's chairman of the board advanced
$405,514 to the Company for purchases of inventory by the wholesale segment of
the Company. The advances bear interest at the rate of ten percent per annum and
are secured by the inventory and must be repaid with proceeds from the sale of
the inventory purchased with the advances. The Company has repaid $31,468 of the
advances. The advances are due and payable in March 2002.

ACQUISITION.

         On August 11, 1999, americabilia.com Nevada acquired all of the
outstanding common stock of Veltre Enterprises, Inc. dba Unique Images. Unique
Images was wholly owned by Keith Veltre who at the time of the transaction owned
8% of the common stock of americabilia.com Nevada. The purchase price paid for
Unique Images consisted of (i) $200,000 in cash, (ii) a Promissory Note in the
original principal amount of $200,000 and (iii) 100,000 shares of common stock
of americabilia.com Nevada. The Promissory Note was paid in full in November
1999. As part of the purchase, the Company agreed to lease the premises that
were used for Unique Images' business operations from Keith Veltre's spouse and
to lease certain business equipment from Keith Veltre. The premises lease was
terminated in November 2000. See Note 12 to the Consolidated Financial
Statements.


                                       42
<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      FINANCIAL STATEMENTS

                  The following financial statements are being filed under Item
                  8 of this Annual Report on Form 10-K:

                  Independent Auditors' Report

                  Consolidated Balance Sheets as of December 31, 2000 and 1999.

                  Consolidated Statements of Operations for the year ended
                  December 31, 2000 and for the period from March 2, 1999
                  (Inception) through December 31, 1999.

                  Consolidated Statements of Stockholders' Equity for the year
                  ended December 31, 2000 and for the period from March 2, 1999
                  (Inception) through December 31, 1999.

                  Consolidated Statements of Cash Flows for the year ended
                  December 31, 2000 and for the period from March 2, 1999
                  (Inception) through December 31, 1999.

                  Notes to Consolidated Financial Statements

                  FINANCIAL STATEMENT SCHEDULES

                  Not applicable.

                  EXHIBITS

                  2.1      Agreement and Plan of Reorganization dated August 31,
                           1999(1)

                  3.1      Certificate of Incorporation of americabilia(1)

                  3.2      Amended and Restated Bylaws of americabilia(1)

                  3.3      Amendment to Articles of Incorporation filed June 20,
                           1996(1)

                  3.4      Amendment to Articles of Incorporation filed November
                           15, 1996(1)

                  3.5      Amendment to Articles of Incorporation filed
                           September 7, 1999(1)

                  4.1      Specimen of Common Stock Certificate(1)

                  10.1     americabilia's 1999 Stock Option Plan(1)

                  10.2     Stock Purchase Agreement between americabilia and
                           Keith Veltre dated July 23, 1999(1)

                  10.3     Employment Agreement between americabilia and Keith
                           Veltre, dated August 11, 1999(1)

                  10.5     Lease Agreement between the Company and ProLogis
                           Trust dated as of November 27, 2000(2)


                                       43
<PAGE>

                  10.6     Loan Agreement, Secured Promissory Note, and Security
                           Agreement between Veltre Enterprises, Inc. and Henry
                           E. Cartwright dated August 14, 2000 and Amendment No.
                           1 to Promissory Note dated October 31, 2000(2)

                  21.1     Subsidiaries(1)

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

                  (1)      Filed as an exhibit to the Company's Registration
                           Statement on Form 10 dated March 3, 2000 (SEC File
                           No. 0-29781) and incorporated herein by reference.

                  (2)      Filed as an exhibit to the Company's Current Report
                           on Form 8-K dated March 3, 2000 and incorporated
                           herein by reference.

         (b)      REPORTS ON FORM 8-K.

                  The Company filed a report on Form 8-K dated December 18, 2000
                  reporting that the Company had entered into a Lease Agreement
                  for new principal executive offices, production facilities and
                  warehouse facilities.


                                       44
<PAGE>

                                   SIGNATURES

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

Dated: February 6, 2001             AMERICABILIA.COM, INC.


                                    By:       /s/ GARY MOORE
                                       -----------------------------------------
                                              Gary Moore, President



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



Dated: February 6, 2001             /s/ HENRY E. CARTWRIGHT
                                    --------------------------------------------
                                       HENRY E. CARTWRIGHT


Dated: February 6, 2001             /s/ GARY MOORE
                                    --------------------------------------------
                                       GARY MOORE


Dated: February 7, 2001             /s/ KEITH VELTRE
                                    --------------------------------------------
                                       KEITH VELTRE


Dated: January 29, 2001             /s/ JOSEPH P. FLYNN
                                    --------------------------------------------
                                       JOSEPH P. FLYNN


Dated: January 26, 2001             /s/ DALTON L. CONNERS
                                    --------------------------------------------
                                       DALTON L. CONNERS


                                       45