UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

     (Mark  One)

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

     For  the  fiscal  year  ended  March  31,  2001

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

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  000-26899


                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                 (Name of Small Business Issuer in Its Charter)


              DELAWARE                                        33-0809711
(State  or  Other  Jurisdiction  of                         (IRS  Employer
Incorporation  or  Organization)                         Identification  Number)

 1875 CENTURY PARK EAST, SUITE 150
CENTURY CITY, CALIFORNIA                                         90067
(Address of Principal Executive Offices)                       (Zip  Code)


                                 (877) 739-3812
                           (Issuer's Telephone Number)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.001
                                (Title of Class)

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

     Yes [  ]  No  [ X ]

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

     Issuer's  revenues  for  its  most  recent  fiscal year totals  $3,163,656.

     The  aggregate  market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the average bid and asked prices of such common equity, as of June 30,
2001  (See  definition  of affiliate in rule 12b-2 of the Exchange Act.), totals
$1,743,072.

     The  number of shares outstanding of each of the issuer's classes of common
equity,  as  of  June  30,  2001,  totals  29,144,871.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 31,
2000).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes [  ]  No  [ X ]


<PAGE>
                                TABLE OF CONTENTS

                                     PART I


Item  1          Description  of  Business.

Item  2          Description  of  Property.

Item  3          Legal  Proceedings.

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

                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

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

Item  7          Financial  Statements.

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


                                    PART III

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

Item  10         Executive  Compensation.

Item  11         Security Ownership of Certain Beneficial Owners and Management

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.

                                        2
<PAGE>

                                     PART  I

     This  Annual  Report includes forward-looking statements within the meaning
of  the  Securities  Exchange Act of 1934 (the "Exchange Act"). These statements
are  based on management's beliefs and assumptions, and on information currently
available  to  management.  Forward-looking  statements  include the information
concerning  possible  or assumed future results of operations of the Company set
forth  under  the  heading  "Financial  Information-Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of Operations." Forward-looking
statements  also  include  statements  in  which  words  such  as  "expect,"
"anticipate,"  "intend,"  "plan,"  "believe,"  "estimate," "consider" or similar
expressions  are  used.

     Forward-looking  statements  are not guarantees of future performance. They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

COMPANY  OVERVIEW

     The  Company  is  a Delaware corporation organized on April 21, 1997, under
the  name  Ballynagee Acquisition Corp. On November 2, 1999, the Company changed
its  name  to  e-Financial  Depot.com,  Inc.  Effective as of June 28, 2001, the
Company completed its name change to Collaborative Financial Network Group, Inc.
to  better  reflect  its  present  business  model.

     On  September 20, 1999, the Company entered into a Stock Exchange Agreement
(the "Exchange Agreement") with RJI Ventures, Inc., formerly Talk Stock With Me,
Inc.  ("RJI"),  a  Nevada  Corporation.  From  inception  until  the date of the
Exchange  Agreement,  the  Company was an inactive corporation with no assets or
liabilities.  Pursuant  to  the  Exchange  Agreement, all previously outstanding
common  stock,  preferred  stock, options and warrants owned by RJI stockholders
were  exchanged  for  an  aggregate  of 2,000,000 shares of the Company's common
stock.  RJI  was  incorporated in Nevada in November, 1998, and began operations
in  the  first  quarter  of  1999  as  a  developer, marketer and operator of an
internet  web  site  devoted to the research of U.S. and Canadian equity issues.

     On October 13, 1999, the Company announced the approval of a "four-for-one"
stock dividend on its common stock, which resulted in five total shares in place
of  one  share.  The  record  date  for the stock dividend was October 14, 1999.

     At  a  special  meeting  on  November  2,  1999, the Company's stockholders
unanimously  approved,  through  written  consent,  to  amend  the  Company's
certificate  of incorporation to:  (i) increase the capital stock to 110,000,000
shares  from  30,000,000  shares,  which  included an increase of the authorized
shares  of  common stock, par value $0.001 per share, to 100,000,000 shares from
20,000,000  shares;  and  (ii)  change  the  name  of the Company to e-Financial
Depot.com,  Inc.  On  November  2,  1999  the  Company  amended  its articles of
incorporation  to  change  its  name  to  e-Financial  Depot.Com,  Inc.

     On  November  30, 1999, the Company entered into a share purchase agreement
(the "Share Purchase Agreement") with Trade-Fast, Inc. ("Trade-Fast"), a private
holding  company  for an electronic stock brokerage that leverages direct-access
communications  with the stock exchanges through its principal operating arm, to
provide  investors  and  traders  with  real-time order matching and transaction
clearing,  Alan  Cohen  ("Cohen"),  a business individual, and Winford Holdings,
Limited, ("Winford") a closely held corporation.  Pursuant to the Share Purchase
Agreement,  as  amended by an agreement dated June 8, 2000, the Company acquired
100% of the issued and outstanding shares of Trade-Fast.  Under the terms of the
Share  Purchase  Agreement,  the  Company  issued a total of 5,000,000 shares of
restricted  stock, at a deemed price of $4.50 per share, to the two shareholders
of  Trade-Fast:  1,000,000  shares to Cohen and 4,000,000 shares to Winford.  In
connection  with  the  Share Purchase Agreement, the Company entered into verbal
management  services  agreements  with  certain of the principals of Trade-Fast,
pursuant to which the Company will pay fees equal to 20% (30% in the first year)
of  the net profits received by Trade-Fast through the operations of its current
business  segments.  The  Company  also  agreed to loan a total of $1,500,000 to
Winford,  said  loan bearing interest at 6% per annum with a term of three years
from  the  date  of initial advance and to be secured b a pledge of 1,000,000 of
the  shares  issued  to Winford, with such shares being the sole recourse of the
Company  in  the  event  of  default.  As of the date of filing, the Company has
advanced  $1,000,000  of the loan to Winford.  The Share Purchase Agreement also
required  the  Company  to  invest  a total of $3,500,000, in the development of
Trade-Fast  during  the  period  ending  June  8,  2001.  To  date,  a  total of
$1,000,000  has  been  advanced.

                                        3
<PAGE>

     On  January  31,  2000,  the  Company entered into a funding agreement (the
"Funding  Agreement")  with  Oxford  Capital  Corporation  ("Oxford"), which was
completed  on  February  24,  2000 (the "Closing Date"). Pursuant to the Funding
Agreement,  the  Company  issued  to  Oxford  6%  Convertible  Debentures  (the
"Debentures")  and a two year warrant to purchase 250,000 shares of common stock
in the capital of the Company at US$5.00 per share (the "Warrants"), in exchange
for funding in the amount of $2,500,000. The Debentures are due January 31, 2003
and  bear  interest  at  the  rate  of  6%  per  year,  payable upon conversion,
redemption or maturity, whichever occurs first. Interest is payable, at Oxford's
option,  in  cash  or  in  shares  of  the  Company's  common  stock.

     Pursuant  to  the  Funding  Agreement,  the Debentures are convertible into
shares  of  common  stock from time to time, in amounts specified by Oxford, any
time after the Closing Date at a conversion price which is the lower of: (i) 80%
(not  lower than a floor price of $3.00) of the average closing bid price of the
Company's  common  stock  for the five (5) trading days preceding the Conversion
Date;  or  (ii)  $5.00.  In  addition,  the  Debentures  are subject to a forced
conversion into the Company's common stock when the share price has traded above
$10.00 for 20 consecutive trading days and the liquidity covenants have not been
broken.  The underlying warrants will be acquired and paid for within 30 trading
days  after  forced  conversion.

     The  Debentures  were  issued  from  an  exemption  from  the  registration
requirements  of the Securities Act of 1933, as amended, relying on Regulation S
of  the  Securities  Act  of  1933.  However, the Company must prepare and file,
within  60  days  of  January  31,  2000,  a  Registration  Statement  under the
Securities  Act  of  1933  to  register  200%  of  the shares the Debentures are
currently  convertible  into, and all of the shares underlying the Warrants. The
Company must ensure that the Registration Statement is declared effective within
120  days.  In  the event that the Registration Statement is not filed within 60
days of January 31, 2000 or declared effective within 120 days, the Company will
pay damages to Oxford of 2% of the principal value of the Debentures outstanding
every 30 day period, or a pro rata portion thereof. If at any time following the
120  day  period after the Closing Date, the market value of the volume of stock
trades  less  than  $100,000  in  value  for  20  consecutive  trading days, the
Purchaser has the right to return the unconverted Debentures to the Company at a
premium of 30% of the principal outstanding. The Company has not, as of the date
of  this  Annual  Report,  filed  the  requisite  Registration  Statement.

     Pursuant  to  the  Agreement,  the  Debentures, the Warrants and the Common
Stock  underlying  the  Debentures  and  Warrants  have been delivered to Oxford
Capital  Corporation,  Calgary  (the  "Escrow  Holder").  As  security  for  the
Debentures, the Company deposited 500,000 shares of restricted common stock with
the  Escrow  Holder,  which  shares  will  be  released  upon  conversion of the
Debentures  or  in  the  event  that  the Company defaults on the Debentures. In
addition  and  upon  funding,  the  Company  paid 10% of the gross amount of the
Debentures  to  Oxford Capital Corporation, Calgary (the "Placement Agent"), and
issued a one year warrant to purchase 50,000 shares of Common Stock at $5.00 per
share.

     On  May  25,  2001,  pursuant  to  an assignment agreement (the "Assignment
Agreement"),  Oxford  Capital  Corporation  assigned  its  interest  in  the  6%
Convertible Debentures under the original Funding Agreement to Thomson Kernaghan
&  Co.  Limited.

     Pursuant  to  a  subsequent  agreement entered into between the Company and
Thomson  Kernaghan  &  Co. Limited, dated July 4, 2001, the terms of the Funding
Agreement  were  restructured  to  provide  the  following terms and conditions:

     -the  outstanding  principal  amount  is $3,100,000  plus accrued interest;
     -20%  of  any proceeds from financing activities received by the Company in
      excess  of  $3,000,000  shall  be  paid  to the  Debenture  holder;
     -payment  received  shall  be  applied  to accrued and unpaid interest, the
      balance,  if  any  to  unpaid  principal;
     -penalties accrued under the Registration Rights Agreement shall be limited
      to  the  equivalent  of 1,700,000 shares  of the  Company's  common stock;
     -in  exchange for the 1,700,000 shares, the Debenture holder shall exchange
      $425,000 of the debentures for 1,700,000 shares  at a price  equal to $.25
      per  share.  In connection  with the modification, the Company shall issue
      a new Debenture  in  the  amount  of  $425,000;
     -the  Debenture  shall  be  amended  to  provided  for  a  $1.00  per share
      conversion  price;
     -the  Debenture  holder  shall  agree  to a lock-up of its converted shares
      until  the  Debenture,  plus  accrued  interest  is paid  in  full;
     -the  Debenture holder shall forbear exercising any default under the terms
      of  the  Debenture  Agreement  until October  15,  2001.

                                        4
<PAGE>

     On  June  9, 2000 the Company entered into the eZnow Agreement, pursuant to
which  the  Company  acquired  the  eZnowinsurance.com  domain  name and website
located  at www.eznowinsurance.com.  Pursuant to the terms and conditions of the
eZnow Agreement, the Company paid a purchase price of $150,000 by issuing 50,000
restricted  shares  of  the  Company's  stock.

     On  June  22,  2000,  the  Company  entered  into  an agreement (the "Share
Purchase Agreement") with Westcor Mortgage Inc. ("Westcor") and Patricia Kirkham
and  Dennis  Petersen, both business persons of Calgary, Alberta (the "Vendors")
pursuant  to  which  the  Company  acquired  all  of the issued common shares of
Westcor  (the  "Vendors Shares").  Westcor Mortgage was a privately held company
providing  real  estate financial services both through conventional methods and
through  its  website, www.westcormortgage.com.  As a result of the acquisition,
Westcor Mortgage became a wholly-owned subsidiary of the Company.  The assets of
Westcor  were  primarily  goodwill  in  the form of an operating brokerage which
received  commissions  for  placing  mortgages. The direct consideration for the
purchase  of  the Vendors Shares (the "Transaction") was the payment of $600,000
by  the  issue of two promissory notes totaling $592,636 and a holdback retained
by  the  Company of $7,364.  The promissory notes are secured by a pledge of the
Vendors  Shares  in  an agreement between the Vendors and the Company, dated for
reference  February  29,  2000.

     Prior  to  the  acquisition  of  the  Vendors Shares, Westcor issued to the
Vendors  295,520  exchangeable  shares of Westcor which are exchangeable into an
equal  number  of  common  shares  of the Company at a deemed price of $4.25 per
share.  In  addition,  the Company issued 73,880 common shares of the Company at
the  same  deemed  price  to  a  financial  intermediary,  Oxford  Capital Corp.
("Oxford").  Accordingly,  the  value  of  shares  of the Company into which the
exchangeable  shares  may  be exchanged was approximately $908,724 and the total
effective  consideration  for the Vendors Shares was $1,580,151.  As of the date
of  filing  this  Report,  the  Westcor  shares  have not been exchanged for the
Company's  common  shares.

     On  April 26, 2001, the Company entered into a non-binding Letter of Intent
with CFNasia Holdings Limited ("CFNasia"), wherein the Company would acquire all
of  the  issued and outstanding shares of CFNasia.  CFNasia, based in Hong Kong,
is  an  operator  of  integrated  securities trading, distribution and brokerage
systems  to  financial  institutions in Hong Kong with a strong focus throughout
Asia.  As  of  the date of filing this report, the Company is currently still in
negotiations  with  CFNasia  and  has  not  executed  any definitive agreements.

     On  May  9,  2001,  the Board of Directors approved, subject to stockholder
approval,  an  Amendment to the Company's Certificate of Incorporation to change
the  name  of  the  Company  from  e-Financial  Depot.com, Inc. to Collaborative
Financial Network Group, Inc.   On May 9, 2001, the proposal was approved by the
written  consent  of  stockholders representing 15,362,500 shares (57.6%) of the
outstanding shares of the Company's common stock.  On June 28, 2001, the Company
amended  its  article  of  incorporation  to  change  its  name to Collaborative
Financial Network Group, Inc.  Effective June 28, 2001, the Company also changed
its trading symbol from "FDPO" to "CFNF" on the Over-the-Counter Bulletin Board.

BUSINESS  OF  THE  ISSUER

     The  Company  is  an  internet  financial  portal,  which will offer a full
spectrum of financial services and investment information on the World Wide Web.
The  Company is currently developing a proprietary information system consisting
of  integrated  financial  web  pages and featuring an online investment-related
community.

     The  Company's  goal  is  to  disseminate  information  available  over the
Internet to service the growing need for a centralized source of information and
services  for  the  rapidly  increasing number of online investors, brokers, and
investment  students.  The Company's target market includes individual investors
of  all  sophistication levels, professional investors such as brokers, analysts
and  money  managers,  financial institutions, banks, credit unions, and general
online  enthusiasts  looking  for  investment  information,  education  and
professional  financial  services.

                                        5
<PAGE>

     The  Company  intends  to  provide  an easily navigable, consumer friendly,
vertically  integrated  destination website offering a wide variety of financial
products  and  services,  including:

     -unbiased  streaming  news;
     -full  service  investment  support, on-line trading, estate planning, life
      insurance  and  mortgage  banking;
     -commentary  on-line  radio;
     -extensive  investor  education;  and
     -online  banking  software.

     Another  area  of  growth among Internet use is the online community, which
has  brought  users   together  to   communicate  with  one  another  and  share
information.  This  particular Internet medium has personalized the Internet for
its  users.  To  date, a typical internet user's experience has been essentially
one-way  searching  and  viewing  web  sites  containing  professionally created
content  on topics of general interest, such as current events, sports, finance,
politics and weather. While internet search and navigational sites have improved
users'  abilities  to  seek out aggregated Internet content, these sites are not
primarily  focused on providing a platform for publishing the rapidly increasing
volume  of  personalized  content  created  by  users with similar interests, or
enabling  such users to interact with one another.  In contrast, through its web
sites,  the  Company  can  offer  users aggregated web content aimed directly at
their  needs,  such  as  investment  information  and  financial  services.

PRODUCTS  &  SERVICES

TRADING  OFFICES/SYSTEMS  &  ON  LINE  FINANCIAL  SERVICES

     The  Company's  trading  technology  has  a  sophisticated  web-based
user-friendly  interface  that  provides direct and immediate access to all U.S.
equity  markets  and  is  geared  to ease trading execution, without third party
involvement  with  maximum  security  and speed. This interface is a competitive
advantage  over  the  vast  majority  of  online  brokers.

     ONLINE  TRADING  APPLICATION

     The  online  trading  application, IMIweb, is exclusively licensed from IMI
Bank  S.p.A  of  Milano,  Italy  ("IMI Bank").  The system allows access to most
major  U.S.  and  European  stock  exchanges,  providing:

     -Real  time  stock  quotes;
     -Market  news;
     -Other  coveted  financial  services;
     -Very  fast  execution  technology;  and
     -International  Order  Routing  System.

     In  order  to  maintain  the  licensing  exclusivity, the Company must meet
certain  minimums.  There can be no assurances however that the Company can meet
these  minimums,  and  failure  to  do so, may result in material changes to the
Company's  online  trading  services.  IMI  Bank  also  has  certain  co-branded
agreements  in  London,  Ireland,  and  Scotland.

     PLATFORM  FOR  TRADERS  (TRADE-FAST,  INC.  SYSTEM)

     Trade-Fast,  Inc.  ("Trade-Fast") is a subsidiary of the Company and brings
with  it  licensed  software  that  enables  stock  trading  in  a secure office
environment  giving  traders  the ability to make trades direct to market makers
and  electronic  communication networks (ECN's).  The Trade-Fast solution allows
traders  millisecond speed through proprietary technology and can accept bids or
offers  at  the  same price as the market maker as well as "show" a bid or offer
price.  These  services are primarily geared towards professional, highly active
traders.  Prior  to  trading  live, traders are properly trained by the Company.

    Once  an account is opened and a client is trained and cleared for trading,
he  or  she  can come into one of the Company's investor services offices during
market  hours  and  trade  live utilizing Trade-Fast's licensed software system,
TradeCast,  which  provides  NASDAQ  Level II service. Unlike traditional online
brokerage  trades  where  a  trade  is placed and then enters "cyberspace", with
confirmation  received  at a later time, at Trade-Fast, clients can actually see
the  trade  go  directly  to  the  market  maker or specialist and get executed.
Screens in the offices display trading ideas through pre-set parameters, such as
those  stocks  that  have made new highs or lows since the previous day's close,
those having record volume, or those hitting a certain number of consecutive buy
orders  (momentum  plays).

                                        6
<PAGE>

     Currently,  the  Company  and  Trade-Fast  have trading offices in the U.S.
executing  approximately  3,500  trades daily, with affiliate offices in Munich,
Germany  and  is  planning  expansion  of  additional  offices  and partnerships
worldwide.

     BANKING  SERVICES

     The  Company's  online  banking  services will enable institutions to offer
online  banking services, such as access and transfer accounts, credit transfer,
information  access  (i.e.  cash  balance,  transactions,  check information and
information  on credit/debit cards).  The interface is logical and intuitive and
user  friendly.

     The Company has signed a Letter of Intent to license a proprietary Internet
banking  software application from Metanology, whose team of software developers
represents  pioneers  in  the  online  banking  industry.

     FUTURE  SERVICES

     ONLINE  MORTGAGES

     Through its subsidiary, Westcor Mortgage, the Company will have the ability
to  offer  online  competitive mortgages, as well as direct to consumer loans in
Canada  and  in the near future the U.S.  Westcor has a history of profitability
and  has  a  very  strong lending alliance that will attribute to the aggressive
plan  for the expansion of its services. This service will be offered to banking
and  trading  institutions  as  a  value-added  service  to  their  clients.

     ONLINE  INSURANCE

     Through  its subsidiary, EZnow Insurance.com the Company offers a full line
of  insurance products online in 19 U.S. states.  An aggressive focus will be on
mortgage  insurance for cross-selling opportunities tied to the Westcor mortgage
offering.  EZnow  has  existing institutional relationships giving the Company a
greater opportunity to move the business forward much quicker and reach a larger
customer  potential.

     At  the  eZnow  website,  customers  are  offered a wide range of insurance
services,  including  life,  home,  rental, commercial, auto, boat, casualty and
health  policies.  Also,  while at the eZnow website, customers can request free
quotes,  access  customer service, submit claims, pay premiums or change contact
or  policy  information.  The eZnow website is the online customer interface for
Kovatch  Insurance Services ("Kovatch Insurance"), which has its headquarters in
Los  Angeles, CA, and is licensed as an insurance broker in California, Arizona,
Colorado  and  Florida. Kovatch Insurance expects to achieve licensing in all 50
states  within  the  next  few  months.

     EDUCATION

     The  Company plans to provide in-depth training and education geared toward
investors.  This  service supports the other offerings of the Company and can be
used to educate clients about these services with information such as; important
regulatory or industry requirements, professional licensing courses and testing,
continuing  education  requirements,  and  references  to independent sources to
answer  or  research  almost  any  aspect  of  the  online  financial  services
experience.

     The  Company  intends  on  establishing strategic partnerships with the New
York  Institute  of  Finance,  College of Financial Planning and other financial
education  organizations.

     BUSINESS  STRATEGY

     The Company's business strategy is focused on becoming a complete Financial
Services  Provider  ("FSP"),  offering  all  the  required  front-end  enabling
technology,  backed  by  a  state-of-the-art  infrastructure to support capacity
demands, availability and security in a user friendly environment.  The FSP will
be  a "single-source" provider and aggregator of financial products and services
required  for  institutions  and  their  clients  to  become globally e-enabled.

     An FSP can free its corporate customers from having to develop, provide and
maintain those services themselves.  It also establishes the independence of the
customer  company  from  the  type  of  hardware  that  is  required  to run the
outsourced applications.  All the client company needs is a browser.  The FSP is
focused on providing specific financial services offerings in a secure, reliable
environment  suited  to  the  demands  of  the  financial  services  industry.

                                        7
<PAGE>

     With  industry  business  exchanges  and  e-finance  on the rise there is a
tremendous  opportunity  for  FSP's  to  offset  the  financial   institutions'
infrastructure  costs. Dodging infrastructure investments may not be the highest
dividend  corporate  customers  will  accrue.  Over  the long term, the greatest
benefit to corporate IT's bottom line is gaining access to the FSP's application
and  knowledge  management  expertise.

     The  objective is to create a cost savings for small to medium institutions
by providing turnkey solutions to applications on a "per transaction" fee basis.
This  greatly  reduces the total cost of ownership (TCO) and gives access to the
Company's  IT  expertise.

     Key  Points  of  the  FSP  Strategy:

     Online  Banking  and  Trading  Applications
     Real-time  Financial  Planning  Tied  to  Wealth  Management
     CRM  for  institutions  customer  support  and  management
     Integration  for  Multiple  Accounts
     Service  Insurance  and  Lending  Products  Online
     Cost-Effective  Opportunities  for  Small  to  Mid-size  businesses

     The  Company's  first FSP platform will be built in North America. Once the
model  is  proven  the  Company  intends  to expand globally, initially, through
acquisitions  or  through  our  strategic  partnerships  in  Asia  and  Europe.

     In  order  for the FSP model to be successful and competitively positioned,
the  Company  has  established  CRM as a priority in the business strategy.  The
Company  will  work  to  establish  business  processes  and  acquire  enabling
technologies to support that strategy. By focusing on CRM and executing it well,
the  Company  will  be  capable  of  increased  profitably,  managing  customer
relationships  and  reducing  risk,  giving  the  Company a decisive competitive
advantage.

     The  Company  offers  solutions  that  combine  domain expertise, technical
expertise  and  effective  interfaces  and the ability to aggregate information.
Services  will  include  online banking, brokerage, mortgage, insurance, virtual
advisory  services  and  other value-added services, such as estate planning and
tax  services.

     The  Company  has  set  a  clear vision and strategic direction to ensure a
leadership  position  for  the  future. The Company will continue to address key
issues  of  the  online  financial services industry. In order to respond to the
rapidly  changing  environment,  focus  on  key  competencies,  embracing  new
technologies  and  developing  a  more flexible infrastructure will be embraced.

COMPETITION

     The  Company's four main competitors (other comparably-sized companies that
market  stock  and  investment  information  over  the  internet)  include:

     -W3OTC  Inc.,  which provides an editorial on emerging growth companies and
      targets  small-cap  communities  for  the  average  investor;
     -Regent  Group  Inc.,  which  through  its  web  sites  (StockSiren.com,
      StockSheet.com  and  StockTarget.com)  delivers  financial,  economic  and
      other information  to  individual  and  institutional  investors;
     -Internet  Stock  Market  Resources,  Inc.,  which  operates  an  online
      information  service  providing  information on publicly traded companies;
      and
     -Financial  Commerce  Network,  Inc.,  a  company  which  provides internet
      investment  research  and website design services.  Its  website  provides
      links  to  sites   containing  information  on  financial  markets, market
      sectors and public companies,  as  well  as  providing  live  market data.

                                        8
<PAGE>

     BANKING  COMPETITORS

     In  the  banking industry, Celnet Communications reports that the Company's
competitors  would  also  include:  Corillian,  Sybase/HFN,  S1 Technologies and
Digital  Insight  as  the  top  four  providers for large and medium-sized banks
(Online  Banking  Report,  May  2000).  Yodlee  is  a  third-party  supplier  in
Sunnyvale,  CA,  that caters to larger institutions; however there appears to be
no  dominant  software  license  vendor  for  smaller institutions.  In order to
compete  successfully  against  its  competitors,  the  Company plans to achieve
leadership  in  the  Business-2-Business  segment  in  order  to  create broader
distribution,  larger  transaction  volumes  and  greater  payment  network
efficiencies  that  would  lead to quicker adoption and a more profitable model,
however  there  can  be  no  assurances that the Company can continue to compete
successfully  with other established companies with greater financial resources,
experience  and  market  share

     ONLINE  INSURANCE

     Two  of  the  Company's  main  competitors in the online insurance industry
include:

     -InsWeb,  which  is  one  of the current market leaders in online insurance
      is accelerating  its  push  into  health  coverage;
     -QuickQuote,  is  a  "cyber-agency"  providing  insurance services to banks
      and brokerage  firms  that  want  to  offer  insurance to their customers.

     MORTGAGE  BANKING

     In the role of mortgage originator/broker, the online vendors take slightly
different  approaches to both drawing the customer in, as well as processing the
back-end  of  the  origination process.  Some of the online mortgage brokers are
dedicated  to  mortgage  brokering, while others offer the service as part of an
online  financial  hub, which is what the Company plans to do.  On the back-end,
some  of  the  online  originators facilitate a simple referral process, whereas
others  may integrate the application process and/or provide approval by linking
with  Fannie  Mae.  Some  of the vendors also act as mortgage banks and actually
underwrite  mortgages  before  selling  them  to  other  wholesale lenders.  The
current  generation  of  online mortgage originators can be categorized into the
following  groups:

     -Content  Integrators:  those  who rely on breadth and depth of real estate
      and  personal   finance  content  to  draw  in  prospective  customers;
     -Broad  Credit/Debt  Originators:  those  focused  on  matching   consumers
      (and businesses  in  some cases) with lenders and creditors  for a variety
      of products including  car  loans,  home equity loans, debt consolidation,
      and credit cards; and
     -Electronic  Mortgage  Specialists:  mortgage  brokers  that  have embraced
      technology  to  provide  a  better  solution.

     EDUCATIONAL  COMPETITORS

     Online  continuing  education  is still a small part of the adult education
market,  amounting to just $550 million in 1998.  International Data Corporation
expects  the  online  continuing  education  to  reach  $9.3  billion  by  2003.

     -Intuition  Publishing:  offers  a web-based study program for the NASD and
      SEC  Series  7  exam;
     -College  of  Financial  Planning:  a  professional  course  for certifying
      Financial  Planners;
     -American  Investment  Training,  Inc.:  offers  investment  and  financial
      training  for  NASD/NYSE  license;
     -Series  7/63 Information Page:  provides useful information about the NASD
      licensing  exams;  and
     -Test-N-Learn:  study  software  for  NASD  license  exams  3  through  66,
      financial-terms  dictionary.

     COMPETITIVE  ANALYSIS

     Management  believes  that there is no known single competitor offering the
broad  range  of  solutions that the Company provides.  The competition reviewed
only  addresses a niche market.  Some are just beginning to understand the value
of  offering  diverse products and services as additional revenue streams and to
enhance  customer retention.  Management believes that the sustainability of the
Company's  competitive advantage will be sufficient to contribute greatly to its
success.

     In  reviewing  the  growth  of  the  competitors,  Bisys, Corrilian, S1 and
Digital  Insights,  over  the  last  year,  we  have seen an upward trend during
challenging  times  in  the  economy.  This  indicates  that  financial  service
industry  is  moving  towards  embracing  new  technologies  for  their business
strategies  in  retaining,  managing  and  acquiring  new  customers.  Financial
institutions  are  realizing the need for offering additional financial services
through  an  online  integrated  platform  to  increase  revenue  streams.

                                        9
<PAGE>

     The  intention  of  our  business  strategy  is  to offer various financial
services  as  a  "one-stop-shop"  for financial institutions that are seeking to
reach  a broader market and to retain their current customer base through online
services.  The  Company's  marketing efforts are based on the "Click and Mortar"
strategy  to  attract  "Brick  and  Mortar" customers with existing distribution
channels  and  large  customer  bases,  allowing  the  company  to  achieve  an
accelerated  time  to  market  and  revenue  potential.

     PRIMARY  ADVANTAGES  OVER  COMPETITION:

1.   Will obtain significant market share before competitors can duplicate the
     business  model
2.   Has  the  "early-mover"  advantage  with its current positioning in U.S.,
     Europe,  and  Asia
3.   Exclusive  rights  to  proprietary  banking  and  trading  technology
4.   The  broad range of products and services amassed is a distinct advantage
5.   Experience  in  global  financial  institutions  and  financial  service
     application  software
6.   Fully integrated backend infrastructure ensures security, reliability and
     speed
7.   Initial  access  to  large  customer  base  with  little  upfront  cost

DEPENDENCE  ON  CONTINUED  GROWTH  OF  ONLINE  COMMERCE

     The  Company's  future  revenues and its ability to generate profits in the
future are substantially dependent upon the widespread acceptance and use of the
Internet and other online services as an effective medium of commerce. The rapid
growth  surrounding  the  Internet  and  online  services is a relatively recent
phenomenon.

     There  can  be  no  assurance  that acceptance and use of the Internet will
continue to develop or that a sufficiently broad base of consumers will continue
to  use  the  Internet and other online services as a medium of commerce. Demand
and  market  acceptance  for  recently introduced services and products over the
Internet  are  subject  to a high level of uncertainty and relatively few proven
services  and  products  exist.

     The  Company  relies  on  consumers  who have historically used traditional
means  of  commerce  to  purchase merchandise. For the Company to be successful,
these  consumers  must  accept and utilize novel ways of conducting business and
exchanging  information. In addition, the Internet and other online services may
not  be  accepted  as  viable  commercial  marketplaces for a number of reasons,
including  potentially  inadequate  development  of  the  necessary  network
infrastructure  or  delayed development of enabling technologies and performance
improvements.
     In  addition,  the  Internet  or  other  online  services  could lose their
viability  due  to  delays  in  the development or adoption of new standards and
protocols  required  for  handling  of  increased  levels  of Internet activity.
Another  factor  which  must  be  considered  is  the  possibility  of increased
governmental  regulation.
     Changes  in  or insufficient availability of telecommunications services to
support  the  Internet  or  other  online  services  also could result in slower
response  times  and  adversely  affect  usage  of the Internet and other online
services  generally  and  the  Company  in  particular.  The Company's business,
prospects,  financial  condition  and  results of operations could be materially
adversely  affected  if:

-     use of the Internet and other online services does not continue to grow or
      grows  more  slowly  than  expected;
-     the  infrastructure  for  the  Internet and other online services does not
      effectively  support  growth  that  may  occur;  or
-     the  Internet  and  other  online services do not become viable commercial
      marketplaces  for  the  products  and services offered or intended  to  be
      offered through  our  web  sites.

                                       10
<PAGE>

ONLINE  COMMERCE  SECURITY  RISKS

     A  significant  barrier to online commerce and communications is the secure
transmission  of  confidential  information  over  public networks.  The Company
relies  on  encryption and authentication technology licensed from third parties
to  provide  the  security  and  authentication  necessary  to  effect  secure
transmission  of confidential information, such as customer credit card numbers.
There  can  be  no  assurances  that  advances  in  computer  capabilities,  new
discoveries  in  the field of cryptography, or other events or developments will
not  result  in  a compromise or breach of the algorithms used by the Company to
protect  customer  transaction  data.

     If  any  such  compromise of the Company's security were to occur, it could
have  a  materially  adverse  effect  on  the  Company's  reputation,  business,
prospects, financial condition and results of operations. A party who is able to
circumvent  the  Company's  security  measures  could misappropriate proprietary
information  or cause interruptions in the Company's operations. The Company may
be required to expend significant capital and other resources to protect against
such  security  breaches  or  to  alleviate  problems  caused  by such breaches.

     Concerns  over  the security of the Internet and other online transactions,
and  the  privacy of users may also inhibit the growth of the Internet and other
online services generally, and the Internet in particular, especially as a means
of  conducting  commercial  transactions.  To  the extent that activities of the
Company  or  third-party  contractors  involve  the  storage and transmission of
proprietary  information,  such  as credit card numbers, security breaches could
damage  the  Company's  reputation  and  expose the Company to a risk of loss or
litigation  and possible liability. There can be no assurance that the Company's
security measures will prevent security breaches or that failure to prevent such
security  breaches  will  not  have a materially adverse effect on the Company's
business,  prospects,  financial  condition  and  results  of  operations.

RELIANCE  ON  INTERNALLY  DEVLEOPED  SYSTEMS  AND  SYSTEM  DEVELOPMENT  RISKS

     Wherever  possible,  the  Company  will  use off-the-shelf products for the
Company's  web site, search engines and substantially all aspects of transaction
processing,  including  order  management,  cash  and  credit  card  processing,
purchasing, inventory management and shipping. The Company does, however, expect
that  it  will have to develop some custom software to support its requirements.
Further,  the Company's inability to:  (i) add additional software and hardware;
(ii)  develop  and  upgrade  further  its  existing  technology  and transaction
processing  systems;  (iii)  network  infrastructure  to  accommodate  increased
traffic  on  the  Company's web sites; and/or (iv) increase sales volume through
its  transaction  processing  systems;  may  cause:  (i)  unanticipated  system
disruptions; (ii) slower response times; (iii) degradation in levels of customer
service; and (iv) impaired quality and speed of order fulfillment; and delays in
reporting  accurate  financial  information.
     In  addition,  although the Company works to prevent unauthorized access to
Company  data, it is impossible to completely eliminate this risk.  There can be
no  assurances  that  the Company will be able to effectively upgrade and expand
its  transaction-processing  system or to integrate smoothly any newly developed
or purchased modules with its existing systems in a timely manner. Any inability
to  do  so  could  have  a  materially adverse effect on the Company's business,
prospects,  financial  condition  and  results  of  operations.

SYTEMS  FAILURES

     The  Company's  success,  and  in  particular  its  ability to successfully
receive  orders and provide high-quality customer service for its users, largely
depends  on  the  efficient  and  uninterrupted  operation  of  its computer and
communications  hardware  systems.  The  Company's  systems  and  operations are
vulnerable  to  damage  or  interruption  from  fire,  flood,  power  loss,
telecommunications  failure,  break-ins,  earthquake  and  similar  events.

     The  Company does not presently have redundant systems or a formal disaster
recovery  plan  and does not carry sufficient business interruption insurance to
compensate  it  for losses that may occur. Despite the implementation of network
security  measures  by  the  Company,  its  servers  are  vulnerable to computer
viruses,  physical  or electronic break-ins and similar disruptions, which could
lead  to  interruptions,  delays,  loss  of  data or the inability to accept and
fulfill customer orders. The occurrence of any of the foregoing risks could have
a  materially  adverse  effect  on  the Company's business, prospects, financial
condition  and  results  of  operations.

UNCERTAINTY  OF  AND  INABILITY  TO  GENERATE  SIGNIFICANT  REVENUES

     The  Company's  ability  to generate significant revenues is uncertain. The
Company's  short  and  long-term  prospects  depend  upon  its  ability  to:

-     develop  a  base  of  users  of  our  web  sites;
-     continue  its  global  growth  in  the  online  trading  business;
-     facilitate  transactions  of  businesses listing products and services for
      sale  on  our  web  sites;
-     continue  its  growth  in  the  specialty  financial  services  sectors;
-     develop  and  operate  the  web  sites;
-     develop  high  value  internet  banking  applications;
-     develop  a base of businesses who will pay to advertise their products and
      services  on  our  web  sites;
-     continue  the  development  of  high  value content for the web sites; and
-     develop  a base of users and businesses who will pay to use banner ads and
      page  sponsorships  on  our  web  sites.

     The  Company  has projected that a significant portion of its revenues will
be  generated  from  relationships  with  website users and advertisers, and the
activities  that  result  from  those relationships.  Accordingly, the Company's
success is highly dependent on such relationships and activities and the Company
may  never  generate  significant  revenues  if  it  does  not  establish  such
relationships  and  activities.  As its business evolves, the Company expects to
introduce  a  number of new products and services.  With respect to both current
and  future  product and service offerings, the Company expects to significantly
increase  its marketing and operating expenses in an effort to increase its user
base,  enhance  the  image  of its web sites and support its infrastructure.  In
order  for  the  Company  to  make  a profit, its revenues will need to increase
significantly  to  cover  these  and  other  future  costs.  Even  if it becomes
profitable,  the  Company may not sustain or increase its profits on a quarterly
or  annual  basis  in  the  future.

                                       11
<PAGE>

UNPREDICTABILITY  OF  FUTURE  REVENUES

     As  a  result  of  the Company's limited operating history and the emerging
nature  of the markets in which it competes, the Company is unable to accurately
forecast its revenues. The Company's current and future expense levels are based
largely  on  its  investment plans and estimates of future revenues and are to a
large  extent  fixed.

     Sales  and  operating  results generally depend on the Company's ability to
develop  a base of users and businesses who will pay to utilize its web sites or
to  advertise  their  products and services on its web sites. The Company may be
unable  to  adjust  spending in a timely manner to compensate for any unexpected
revenue  shortfall. Accordingly, any significant shortfall in estimated revenues
in  relation  to  the  Company's  planned  expenditures would have an immediate,
adverse  effect  on  the  Company's business, prospects, financial condition and
results  of  operations.
     Further, as a strategic response to changes in the competitive environment,
the  Company  may  from  time to time make certain pricing, service or marketing
decisions  that  could  have  a  materially  adverse  effect on its business and
financial  condition  and  results  of  operations.

LIMITED  OPERATING  HISTORY

     The  Company recently initiated its several web sites, and as a result, has
only a limited operating history.  The Company's prospects must be considered in
light  of  the  risks,  uncertainties,  expenses  and  difficulties  frequently
encountered  by  companies  in  their  early stages of development, particularly
companies in new and rapidly evolving markets like the one faced by the Company.
Some of these risks and uncertainties relate to the Company's ability to attract
and maintain a large base of users, develop and introduce desirable services and
original content to users, establish and maintain relationships with advertisers
and  advertising  agencies, respond effectively to competitive and technological
developments,  and  build  an  infrastructure to support the Company's business.
The  Company cannot be sure that it will be successful in addressing these risks
and  uncertainties and its failure to do so could have a material adverse effect
on  its  financial  condition.

LIQUIDITY  AND  CAPITAL  RESOURCES

     While  the  Company  has,  in  the past, raised capital to meet its working
capital  requirements, additional financing is required in order to complete the
acquisition  of  related  businesses. The Company continues to seek financing in
the  form  of equity and debt in order to provide for these acquisitions and for
working  capital.  There  are  no  assurances  the Company will be successful in
raising  the funds required. In the past, the Company has borrowed funds from an
entity  related  to  a significant shareholder of the Company share's to satisfy
certain  obligations.

                                       12
<PAGE>

FLUCTUATION  IN  QUARTERLY  OPERATING  RESULTS

     The  Company's  revenues and operating results have in the past fluctuated,
and may in the future fluctuate, from quarter to quarter and period to period as
a  result  of  a  number  of  factors.  These  include,  without limitation, the
following:

-     the  Company's  ability to retain existing users of its web sites, attract
      new  users  at  a  steady  rate  and  maintain  user  satisfaction;
-     the  Company's  ability  to develop a base of businesses willing to pay to
      advertise  their  products  and  services  on  its  web  sites;
-     the  Company's  ability to develop a base of businesses willing to utilize
      its  web  sites  to  conduct  transactions;
-     the  announcement  or  introduction  of  new  services and products by the
      Company  and  its  competitors;
-     the  continued  use  of  the  Internet  and online services and increasing
      consumer   acceptance  of the Internet and other online services  for  the
      purchase  of  consumer  products  and  services  such  as  those  offered
      by the Company;
-     the  Company's  ability  to  upgrade  and  develop  its  systems  and
      infrastructure  in  connection  with  the Website and attract new
      personnel in a timely  and  effective  manner;
-     the  level  of  traffic  on  its  web  sites;
-     technical  difficulties,  system  downtime  or  Internet  outages;
-     the amount and timing of operating costs and capital expenditures relating
      to expansion of the  Company's  business,  operations  and infrastructure;
-     governmental  regulation;
-     general  economic  conditions;  and
-     economic  conditions  specific  to  the  Internet  and  online  commerce.

SEASONALITY

     The  Company  expects  that it will experience seasonality in its business,
reflecting  a  combination  of  seasonal  fluctuations  in  Internet  usage  and
traditional  retail  seasonality patterns.  Due to the foregoing factors, one or
more  future  quarters  the  Company's  operating  results  may  fall  below the
expectations of securities analysts and investors.  In such event, the financial
performance  of  the  Company  would  likely  be  materially adversely affected.

CAPACITY  CONSTRAINTS

     A  key  element  of  the Company's strategy is to generate a high volume of
traffic on, and use of its web sites. Accordingly, the satisfactory performance,
reliability  and  availability  of its web sites, transaction processing systems
and  network  infrastructure  are  critical  to the Company's reputation and its
ability  to  attract and retain users and maintain adequate user service levels.

     The Company's revenues depend on the number of users who visit and purchase
goods  and  services  through  its  web  sites  and the number of businesses who
utilize  its  web  sites to advertise and sell their products and services.  Any
system  interruptions  that  result  in  the  unavailability of its web sites or
reduced  order fulfillment performance would reduce the volume of goods sold and
the  attractiveness  of  the  Company's  product  and  service  offerings.

     Any  substantial  increase  in  the  volume of traffic on the Company's web
sites  or  the  number  of  businesses  utilizing its web sites will require the
Company  to  expand  and  upgrade further its technology, transaction-processing
systems  and network infrastructure.  There can be no assurance that the Company
will  be  able to accurately project the rate or timing of increases, if any, in
the  use  of  its  web  sites  or  timely  expand  and  upgrade  its systems and
infrastructure  to  accommodate  such  increases.

MARKETING

     The  Company  has not incurred significant advertising, sales and marketing
expenses  to date.  To increase awareness for its web sites, the Company expects
to  spend  significantly more on advertising, sales and marketing in the future.
If  the  Company's  marketing  strategy  is  unsuccessful, it may not be able to
recover  these  expenses  or  even  generate  any revenues.  The Company will be
required  to  develop  a  marketing  and  sales  campaign  that will effectively
demonstrate  the  advantages  of its web sites, services and products.  To date,

                                       13
<PAGE>

the  Company's  experience  with  respect  to  marketing  its  web sites is very
limited.  The  Company  may also elect to enter into agreements or relationships
with  third  parties  regarding the promotion or marketing of its web sites, and
the  products  and  services  available  through its web sites.  There can be no
assurances  that  the  Company  will  be  able  to  establish adequate sales and
marketing  capabilities, that it will be able to enter into marketing agreements
or relationships with third parties on financially acceptable terms, or that any
third  parties  with whom it enters into such arrangements will be successful in
marketing  and  promoting the Company's web sites, and the products and services
offered  on  its  web  sites.

RAPID  TECHNOLOGICAL  CHANGE

     To remain competitive, the Company must continue to enhance and improve the
responsiveness,  functionality  and  features  of the Company's online services.
The  Internet and the online commerce industry are characterized by factors such
as  rapid  technological  change,  changes in user and customer requirements and
preferences,  frequent  new  product  and  service  introductions  embodying new
technologies  and  the emergence of new industry standards and practices.  These
changes  could  render  the  Company's  web  sites  as they currently exist, and
proprietary  technology  and  systems,  obsolete.

     The  Company's  success  will  depend,  in  part, on its ability to license
leading  technologies  useful  to  its  business, enhance its existing services,
develop  new  services  and technology to address the increasingly sophisticated
and  varied  needs  of  its  prospective customers, and respond to technological
advances  and  emerging industry standards and practices on a cost-effective and
timely  basis.

The  development  of  the  Company's  web sites and other proprietary technology
entails  significant  technical  and business risks.  There can be no assurances
that the Company will successfully use new technologies effectively or adapt its
web sites, proprietary technology and transaction processing systems to customer
requirements  or  new  emerging  industry  standards.

     If  the  Company is unable to adapt in a timely manner to technical, legal,
financial  changing  market  conditions  or customer requirements, its business,
prospects,  financial  condition  and  results of operations could be materially
adversely  affected.

RISKS  ASSOCIATED  WITH  ENTRY  INTO  NEW  BUSINESS  ARESA

     The  Company may choose to expand its operations by improving its web sites
or  even  developing  new  web sites, promoting new or complementary products or
sales  formats,  expanding the breadth and dept of products and services offered
on  its  web  sites  or expanding its market presence through relationships with
third  parties.  In  addition,  the Company may pursue the acquisition of new or
complementary  businesses,  products or technologies, although it has no present
understandings,  commitments  or  agreements  with  respect  to  any  material
acquisitions  or investments.  There can be no assurances that the Company would
be  able  to  expand  its  efforts  and operations in a cost-effective or timely
manner  or  that  any  such  efforts  would  increase overall market acceptance.

     Expansion  of  the  Company's  operations in this manner would also require
significant  additional  expenses  and  development,  operations  and  editorial
resources  and  may  strain  the Company's management, financial and operational
resources.  The  lack  of  market  acceptance  of  such efforts or the Company's
inability  to  generate  satisfactory  revenues  from  such expanded services or
products  to  offset  their  cost  could have a materially adverse effect on the
Company's  business,  prospects,  financial condition and results of operations.

ABILITY  TO  MANAGE  GROWTH

     The  Company  has  experienced  periods  of growth, increased personnel and
marketing  costs  that  have  placed,  and  may continue to place, a significant
strain on the Company's resources. The Company anticipates expanding its on-line
sales  efforts. The Company's ability to manage future increases, if any, in the
scope  of  its  operations  or  personnel  will  depend  on the expansion of its
marketing  and  sales, management and financial capabilities. The failure of the
Company's  management to effectively manage expansion in its business could have
a  material  adverse effect on the Company's business, results of operations and
financial  condition.

                                       14
<PAGE>

DEPENDENCE  ON  KEY  PERSONNEL

     The  Company's  future  success  depends  in  large  part  on the continued
services  of  its  key  product  development,  technical,  marketing,  sales and
management  personnel,  and  its  ability  to  continue to attract, motivate and
retain  highly qualified employees.  Although the Company's management personnel
serves  at  the  direction of the Board of Directors, there can be no assurances
that  such  arrangements  will  continue  in  the  future.  Competition for such
employees  is  intense,  and  the  process  of  locating  key technical, product
development  and  management  personnel  with  the  combination  of  skills  and
attributes  required  to  execute  the  Company's  strategy  is  often  lengthy.
Accordingly,  the  loss  of services of key personnel or an inability to attract
additional  personnel  as  needed  could have a material adverse effect upon the
Company.

     The  success  of  the Company is therefore dependent to a large degree upon
its  ability  to  identify,  hire and retain additional qualified personnel, for
whose  services  the  Company  will  be  in  competition  with other prospective
employers,  many  of  which  may  have  significantly greater resources than the
Company.  Additionally,  demand  for qualified personnel conversant with certain
technologies is intense and may outstrip supply as new and additional skills are
required  to keep pace with evolving telecommunications technology. There can be
no  assurance  that  the  Company  will  be able to hire and, if so, retain such
additional  qualified  personnel.  Failure  to attract and retain such personnel
could  have  a  materially  adverse  effect  upon  the  Company.

GOVERNMENT  REGULATION

     Although  there  are  few  laws  and regulations directly applicable to the
Internet,  it  is  likely  that  new laws and regulations will be adopted in the
United States and elsewhere, to govern issues such as music licensing, broadcast
license  fees, copyrights, privacy, pricing, sales taxes and characteristics and
quality  of  Internet  services.  It  is  possible  that  governments will enact
legislation  that  may  be  applicable  to the Company in areas such as content,
network  security,  encryption  and  the  use  of  key  escrow, data and privacy
protection,  electronic  authentication  or  "digital"  signatures,  illegal and
harmful  content,  access  charges  and  retransmission  activities.

     The adoption of restrictive laws or regulations could slow Internet growth.
The  application of existing laws and regulations governing Internet issues such
as property ownership, libel, defamation, content, taxation and personal privacy
is also uncertain.  The majority of such laws were adopted before the widespread
use  and  commercialization of the Internet and, as a result, do not contemplate
or  address  the  unique  issues  of  the  Internet  and  related  technologies.

     Any new law or regulation pertaining to the Internet, or the application or
interpretation  of  existing  laws,  could decrease demand for its web sites and
services  provided  by  the  Company,  increase  its  cost  of doing business or
otherwise  have  a  materially  adverse  effect  on  its  success  and continued
operations.  Laws  and  regulations  may  be  adopted in the future that address
Internet-related  issues,  including  online  content, user privacy, pricing and
quality  of  products  and  services.  The  growing  popularity  and  use of the

     Internet  has  burdened  the  existing telecommunications infrastructure in
many areas, as a result of which local exchange carriers have petitioned the FCC
to  regulate  Internet  service  providers  in a manner similar to long distance
telephone  carriers and to impose access fees on the Internet service providers.
The  Company  cannot guarantee that the United States, Canada or foreign nations
will  not  adopt  legislation  aimed at protecting Internet users' privacy.  Any
such  legislation  could  negatively affect the Company's business. Moreover, it
may  take  years to determine the extent to which existing laws governing issues
such  as  property  ownership,  libel,  negligence  and  personal  privacy  are
applicable  to  the  Internet.

LIABILITY  FOR  WEBSITE  CONTENT

     The  Company  may be subjected to claims for negligence, copyright, patent,
trademark,  defamation,  indecency  and other legal theories based on the nature
and content of the materials that it broadcasts.  Such claims have been brought,
and sometimes successfully litigated, against Internet content distributors.  In
addition,  the Company could be exposed to liability with respect to the content
or  unauthorized  duplication  or  broadcast  of  content.  Any  imposition  of
liability  that  is not covered by insurance, is in excess of insurance coverage
or  is  not  covered by an indemnification by a content provider could adversely
affect  the  Company's  business.

                                       15
<PAGE>

MARKET  FOR  THE  COMPANY'S  SECURITIES  AND POSSIBLE VOLATILITY OF SHARE PRICES

     The  trading price of the Company's common shares (the "Common Shares") has
been and may continue to be subject to wide fluctuations.  Trading prices of the
Common  Shares  may  fluctuate in response to a number of factors, many of which
are  beyond the Company's control. In addition, the stock market in general, and
the  market  for  Internet-related  and  technology companies in particular, has
experienced extreme price and volume fluctuations that have often been unrelated
or  disproportionate to the operating performance of such companies. The trading
prices  of many technology companies' stocks are at or near historical highs and
reflect  price  earnings ratios substantially above historical levels. There can
be  no  assurance  that  these  trading prices and price earnings ratios will be
sustained.  These  broad  market  and  industry factors may adversely affect the
market  price  of  the  Common  Shares,  regardless  of  the Company's operating
performance.

     In  the  past,  following  periods  of  volatility in the market price of a
company's  securities,  securities  class-action  litigation  has sometimes been
instituted.  Such  litigation,  if instituted, could result in substantial costs
for  the  Company  and  a  diversion  of  management's  attention and resources.

DILUTION  AND  DIVIDEND  POLICY
     The  grant  and  exercise  of  warrants  of creditors or otherwise or stock
options  would  likely  result  in a dilution of the value of the Common Shares.
Moreover,  the  Company  may  seek  authorization  to increase the number of its
authorized  shares  and  to sell additional securities and/or rights to purchase
such  securities at any time in the future.  Dilution of the value of the Common
Shares  would  likely  result  from  such  sales

COST  OF  COMPLIANCE  WITH  ENVIRONMENTAL  REGULATIONS

The Company currently has no costs associated with compliance with environmental
regulations.  However,  there  can  be  no  assurances that the Company will not
incur  such  costs  in  the  future.

NUMBER  OF  EMPLOYEES

The  Company anticipates a significant change in its current number of employees
over  the  12  months ending June 30, 2001, due to growth of the Company through
acquisitions  previously  announced,  and  acquisitions  currently  under
consideration  by  the  Company.  As  of  June  30,  2001, the Company employed,
through its subsidiaries, 57 persons, of which 51 were full-time employees.  The
Company  believes  that  its  future success depends in part upon recruiting and
retaining  financial  experts,  marketing  and  other  personnel.

                                       16
<PAGE>

ITEM  2  -  DESCRIPTION  OF  PROPERTY

VANCOUVER,  BRITISH  COLUMBIA

Beginning  in  October  1999,  the  Company began co-leasing approximately 2,096
square  feet  of office space at 1005-750 West Pender Street, Vancouver, British
Columbia,  Canada V6C 2T8 at an annual rate of $18,744 ($1,562 per month), which
figure  includes  operating  expenses.  The  lease  is  scheduled  to  expire in
January,  2003.

CENTURY  CITY,  CA  PROPERTY

Effective August 2000, the Company began leasing approximately 3,279 square feet
of office space at 150 1875 Century Park East at an annual rate of approximately
$90,000  ($7,500  per  month).  The  lease  is  for one year and is scheduled to
expire  in  August  2001.

ITEM  3  -  LEGAL  PROCEEDINGS

     Since  October  4, 2000, the Company has been involved in a pending lawsuit
as a co-defendant in the case of DLN Financial v. Trade-Fast, Inc. et al, in the
San  Diego  Superior  Court.  The lawsuit involves a dispute over a finder's fee
contract  pursuant  to the Company's acquisition of its wholly owned subsidiary,
Trade-Fast,  Inc.,  whereby  the  plaintiff  is  presently  seeking  relief  of
$2,800,000.  The  lawsuit  is  currently  pending  with  a  trial  date  set for
September  28,  2001.  The Company believes that it has meritorious defenses and
it  intends  to  vigorously  defend  itself  against  the  Plaintiff's  claims.

     The  Company  may  also,  from time to time, be involved in various claims,
lawsuits,  disputes  with  third  parties,  actions  involving  allegations  of
discrimination, or breach of contract actions incidental to the operation of its
business.

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

     On  May  9,  2001,  the Board of Directors approved, subject to stockholder
approval,  an  Amendment to the Company's Certificate of Incorporation to change
the  name  of  the  Company  from  e-Financial  Depot.com, Inc. to Collaborative
Financial Network Group, Inc.   On May 9, 2001, the Proposal was approved by the
written  consent  of  stockholders representing 15,362,500 shares (57.6%) of the
outstanding shares of the Company's common stock.  On June 28, 2001, the Company
amended  its  article  of  incorporation  to  change  its  name to Collaborative
Financial Network Group, Inc.  Effective June 28, 2001, the Company also changed
its trading symbol from "FDPO" to "CFNF" on the Over-the-Counter Bulletin Board.


                                       17
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  following  table  sets  forth the high and low bid prices for shares of the
Company  Common  Stock  for the periods noted, as reported by the National Daily
Quotation  Service  and  the  NASDAQ  Bulletin  Board.  Quotations  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions.  The  Company's  Common Stock was listed on the
NASDAQ  Over-the-Counter  Bulletin  Board  on November 2, 1999 under the trading
symbol  FDPO.  Effective as of June 28, 2001, the Company's Common Stock trading
symbol  was  changed  to  CFNF.

                   Closing Prices
                   --------------
Quarter Ended :     High    Low
                    ----    ----

March 31, 2001 . .  0.625  0.250
December 31, 2000.  1.313  0.375
September 30, 2000  3.063  0.875
June 30, 2000. . .  6.250  2.500


Quarter Ended :. .  High   Low
                    -----  -----
March 31, 2000 . .  7.000  4.375
December 31, 1999.  6.750  5.250

NUMBER  OF  SHAREHOLDERS

     The  number  of  beneficial  holders  of  record of the Common Stock of the
company  as  of the close of business on June 30, 2001 was 51.  Of the 7,850,000
free  trading  shares of the Company's Common Stock not subject to restrictions,
5,238,347  were  held  in  "street  name"  and  consequently  reflect  numerous
additional  beneficial  owners.

DIVIDEND  POLICY

     To  date,  the  Company has declared no cash dividends on its Common Stock,
and does not expect to pay cash dividends in the near term.  The Company intends
to  retain future earnings, if any, to provide funds for operation and growth of
its  business.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     NONE.

                                       18
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

CAUTIONARY  STATEMENTS:

     This  Annual  Report  on  Form  10-KSB  contains  certain  forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of  the  Securities  Exchange  Act  of  1934.  The  Company  intends
that  such forward-looking  statements  be  subject  to the safe harbors created
by such statutes.  The  forward-looking  statements included herein are based on
current  expectations  that  involve  a  number  of  risks  and  uncertainties.
Accordingly,  to  the  extent  that  this Annual Report contains forward-looking
statements  regarding  the  financial  condition,  operating  results,  business
prospects  or  any  other  aspect  of  the  Company,  please be advised that the
Company's actual financial condition, operating results and business performance
may  differ  materially  from  that  projected  or  estimated  by the Company in
forward-looking  statements.  The  differences  may  be  caused  by a variety of
factors,  including  but  not  limited  to adverse economic  conditions, intense
competition,  including intensification of price  competition  and  entry of new
competitors  and  products,  adverse  federal,  state  and  local  government
regulation,  inadequate  capital,  unexpected  costs  and  operating  deficits,
increases  in  general  and  administrative costs, lower sales and revenues than
forecast,  loss  of  customers, customer returns of products sold to them by the
Company,  termination of contracts, loss of supplies, technological obsolescence
of  the  Company's  products,  technical  problems  with the Company's products,
price increases for supplies, inability to raise prices, failure  to obtain  new
customers,  litigation and administrative proceedings involving the Company, the
possible  acquisition of new businesses that result in operating  losses or that
do  not  perform  as  anticipated,  resulting  in  unanticipated  losses,  the
possible  fluctuation  and  volatility  of  the  Company's  operating  results,
financial  condition  and stock price, inability of the Company to continue as a
going  concern,  losses  incurred  in  litigating  and  settling  cases, adverse
publicity  and news coverage, inability to carry out marketing and sales  plans,
loss  or  retirement  of key executives, changes in interest rates, inflationary
factors  and  other specific risks that may be alluded to in this Annual  Report
or  in  other  reports  issued  by  the  Company.  In addition, the business and
operations  of  the  Company  are subject to substantial risks that increase the
uncertainty  inherent  in  the  forward-looking  statements.  The  inclusion  of
forward-looking  statements  in  this  Annual Report should not be regarded as a
representation  by  the  Company  or  any  other  person  that the objectives or
plans  of  the  Company  will  be  achieved.

     The  following  discussion  should  be  read  in  conjunction  with, and is
qualified  in its entirety by, the Consolidated Financial Statements and related
notes  thereto  included  elsewhere  herein.  Historical  results of operations,
percentage  margin  fluctuations  and  any  trends that may be inferred from the
discussion  below are not  necessarily indicative of  the operating  results for
any  future  period.

DESCRIPTION  OF  COMPANY

     The  Company  is  an Internet financial portal, offering a full spectrum of
financial  services  and  investment  information  on  the  World Wide Web.  The
Company  is developing a proprietary information system consisting of integrated
financial web pages and featuring an online investment-related community through
Talk-stock.com,  online  trading  services  through  Trade-Fast,  Inc., mortgage
services  through  Westcor  Mortgage,  Inc.

RESULTS  OF  OPERATIONS

CHANGE  IN  YEAR  END

In  March 2000, the Company's Board of Directors approved a change in the fiscal
year  end  of the Company from December 31, to March 31, effective with the year
beginning  April  1,  2000. A three-month transition period from January 1, 2000
through  March 31, 2000 (the "Transition Period") precedes the start of the 2001
fiscal year. "2001" and "2000" refer to the respective years ended March 31, the
Transition  Period  refers  to  the  three  months  ended  March  31,  2000.

                                       19
<PAGE>

ACQUISITIONS

RJI  VENTURES,  INC.

     On  September  20,  1999,  RJI Ventures, Inc., formerly Talk Stock With Me,
Inc.  ("RJI")  completed  a  merger  with  Ballynagee  Acquisition  Corp.
("Ballynagee"),  in  a  transaction  accounted  for using the purchase method of
accounting.  Subsequent  to  the  merger,  Ballynagee  was  re-named  eFinancial
Depot.com,  Inc. ("Company").  From its inception in April, 1997, Ballynagee was
an  inactive  corporation  with  no significant assets or operations.   From its
inception  in  September  1998,  RJI  has  developed,  marketed  and operated an
Internet  web  site  devoted to the research of U.S. and Canadian equity issues.
Effective  with  the  merger, all previously outstanding common stock of RJI was
exchanged  for  common  stock  of Ballynagee, resulting in the previous security
holders of RJI owning approximately 80% of the voting stock of the Company in an
exchange  ratio  of  1  share of RJI common stock for 2,000 shares of Ballynagee
common  stock.

     The  total  purchase price and carrying value of net assets acquired by RJI
of  Ballynagee  Acquisition  Corp.  was  $500.  The  net assets acquired were as
follows:


              Net assets                  $    -
              Accumulated Deficit          1,910
              Net Liabilities             (1,410)
                                          -------
                                          $  500
                                        =========


     As  Ballynagee  Acquisition  Corp.  was  an  inactive  corporation  with no
significant  operations,  the Company recorded the carryover historical basis of
net  tangible  assets  acquired,  which  did  not  differ  materially from their
historical cost. The results of operations subsequent to the date of acquisition
are  included  in  the  Company's  consolidated  statement  of  losses.

TRADE-FAST,  INC

     On June 8, 2000 the Company acquired in an exchange for 5,000,000 shares of
the  Company's  unregistered  common  stock  Trade-Fast,  Inc.  in a transaction
accounted for using the purchase method of accounting.  The total purchase price
and  carrying  value  of  the  net  assets  acquired  and liabilities assumed of
Trade-Fast,  Inc.  were  as  follows:


        Stock  issued                                        $13,260,730
        Excess of liabilities assumed over assets acquired       419,931
                                                             ------------
                                                             $13,680,661
                                                             ============

     The  Company  has  recorded the carryover basis of the net assets acquired,
which  did  not  differ  materially  from  their  fair  value.  The  results  of
operations  subsequent  to the date of acquisition are included in the Company's
consolidated  statement  of  losses.

WESTCOR  MORTGAGE,  INC

     On  July 6, 2000 the Company completed the acquisition of Westcor Mortgage,
Inc. in an exchange for promissory notes totaling $592,636, a retainage holdback
of  $ 7,364 and 295,520 newly issued exchangeable shares of Westcor unregistered
common  stock  in  a  transaction  accounted  for  using  the purchase method of
accounting.  The  exchangeable shares are exchangeable into the Company's common
stock on a one for one basis. The total purchase price and carrying value of the
net  assets  acquired  and  liabilities assumed of Westcor Mortgage, Inc were as
follows:


        Stock  issued                                         $  908,724
        Notes  payable  issued                                   592,636
        Retainage  payable                                         7,364
        Excess of liabilities assumed over assets acquired        71,427
                                                               ----------
                                Total  consideration  paid     $1,580,151
                                                               ==========
     The  Company  has  recorded the carryover basis of the net assets acquired,
which  did  not  differ  materially  from  their  fair  value.  The  results  of
operations  subsequent  to the date of acquisition are included in the Company's
consolidated  statement  of  losses.

                                       20
<PAGE>

REVENUES

     The  Company's  revenues  for  the  year  ended  March 31, 2001 increased $
1,965,843,  or 164% to $ 3,163,656 as compared to $ 1,197,813 of revenues during
the  year  ended  December  31,  1999. During the year ended March 31, 2001, the
Company  reduced its emphasis on services provided by Talk Stock With Me. Com to
its  clients  and  as  a  result,  net  consulting  fee  revenues  decreased
significantly.  The  Company offset this decrease with revenues generated by its
Trade-Fast  and  Westcor  subsidiaries. Trade-Fast, which was purchased in June,
2000,  generated  approximately  $  2,708,889  of revenues and Westcor Mortgage,
which  was  acquired in July, 2000 generated approximately $ 454,767 of revenues
during  the  year  ended  March  31,  2001,  respectively.

     Revenues  for  the three months ended March 31, 2000 decreased $155,050, or
91%  to  $15,200.  During  this period the Company began de-emphasizing services
provided  by  Talk  Stock  With  Me.  Com  to  its  clients and as a result, net
consulting  fee  revenues  decreased significantly during the three months ended
March  31,  2000  as  compared  to  similar  period  in  1999.

COSTS  AND  EXPENSES

     The Company's costs and expenses increased from $ 1,026,875 during the year
ended  December  31,  1999  to $26,912,481 during the year ended March 31, 2001.
Selling,  general  and  administrative expenses increased $ 8,405,831 in 2001 to
$9,474,186  from  $1,023,355  in 1999. In addition to incurring costs associated
with  implementing  the  Company's  business plan (e.g., travel, transportation,
professional  fees,  and  consulting fees) during the year ended March 31, 2001,
the  Company  issued  common  stock  to  consultants  and  employees  in lieu of
compensation.  The  value  of the Company's common stock issued was $ 4,522,630,
which  approximated  the market value of the stock at the time the services were
rendered.  The  Company also incurred the costs associated with the operation of
its  two  newly  acquired  subsidiaries-Trade-Fast  and  Westcor  Mortgage.

During  the year ended March 31, 2001, the Company incurred $167,122 of interest
expense,  net of interest income, as a result of placing $ 3,200,000 of interest
bearing  convertible  debt during the transition period and the year ended March
31,  2001.

During  the  year  ended  March  31,  2001,  the  Company recorded a charge of $
12,753,685  and  $  1,419,257 for goodwill impairment related to its Trade-Fast,
Inc.  and  Westcor  Mortgage, Inc. subsidiaries, respectively. Both subsidiaries
experienced  significant  changes in market conditions, which led to substantial
declines  in  sales,  operating margins and cash flows. In addition, the Company
recorded  a  charge  of $ 2,247,300 for impairment related to the development of
the  Company's  interactive  internet  web  site.  Management  determined that a
significant  impairment  of the intangible assets had occurred and an impairment
charge  was  required  because  estimated  fair value was less than the carrying
value  of  the  assets.

Accordingly,  the Company recognized an asset impairment loss of $16,420,242 the
carrying  value  of  the  assets,  as  of  March  31,  2001.

The Company's costs and expenses increased from $ 51,374 during the three months
ended  March  31,  1999  to  $ 2,648,420 during the three months ended March 31,
2000.  Selling, general and administrative expenses increased $ 2,554,760 during
this  period  to $2,606,134 from $51,374 during the three months ended March 31,
1999.  In addition to incurring costs associated with implementing the Company's
business  plan  (e.g., travel, transportation, professional fees, and consulting
fees)  during  the  three months ended March 31, 2000, the Company issued common
stock  to  consultants  and  employees  in  lieu  of  compensation.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  March  31,  2001, the Company had a deficit in working capital of $
5,734,645.  The deficit in working capital was substantially due to the increase
in  obligations  to  vendors  and  notes payable to related parties at March 31,
2001.

                                       21
<PAGE>

     As a result of the Company's operating loss of $ 23,802,889 during the year
ended  March  31,  2001, the Company generated a cash flow deficit of $1,910,465
from  operating  activities,  adjusted  principally  for  depreciation  and
amortization of $ 850,931, an increase in accounts payable, accrued expenses and
other  current  liabilities  of  $1,063,633, the value of common stock issued to
consultants  and  employees  for  services  in the amount of $ 4,522,630, and an
asset  impairment  charge of $15,315,751, net of accumulated amortization costs.
The  Company  met  its  cash  requirements  during the year ended March 31, 2001
through  the  private  placement of $ 2,880,000 of convertible debentures net of
placement  costs  and  advances  from  Company  officers  and related parties of
$1,323,118.  In  addition,  the  Company  sold  shares  of  its common stock for
$41,250  during  the  year  ended  March  31,  2001.

     While  the  Company  has  raised  capital  to  meet  its  working  capital
requirements,  additional  financing  is  required  in  order  to  complete  the
acquisition  of related businesses. The Company is seeking financing in the form
of  equity  and  debt in order to provide for these acquisitions and for working
capital.  There  are no assurances the Company will be successful in raising the
funds  required.

     In  prior  periods,  the  Company  has  borrowed  funds  from  significant
shareholders  and  officers  of  the  Company  in  the  past  to satisfy certain
obligations.

     As the Company continues to expand, the Company will incur additional costs
for  personnel.  In  order  for  the  Company  to  attract  and  retain  quality
personnel,  the  Company  anticipates  it  will  continue  to  offer competitive
salaries,  issue  common  stock  to consultants and employees, and grant Company
stock  options  to  current  and  future  employees

     The  effect of inflation on the Company's revenue and operating results was
not  significant.  The  Company's  operations  are  located  primarily  in North
America  and  there are no seasonal aspects that would have a material effect on
the  Company's  financial  condition  or  results  of  operations.

     The Company's independent certified public accountants have stated in their
report  included  in  this  Form 10-KSB, that the Company has incurred operating
losses  in  the  last  two  years,  and  that  the  Company  is  dependent  upon
management's  ability  to  develop  profitable  operations.  These factors among
others, may raise substantial doubt about the Company's ability to continue as a
going  concern.

     The  difficulties within the Capital markets throughout the 12 month period
ending  March 31, 2001 continued to prove prohibitive to raising the development
funding  required  to  fully  execute  the  acquisition strategy of the company.
Nonetheless, significant progress on acquiring strategic businesses and business
partners  was  achieved.  The need for development capital to allow acquisitions
to  close  and  build  out  the  business plan persists.  As of the date of this
report, the company is actively pursuing venture capital to allow the completion
of acquisitions affecting the core businesses of the Company, namely trading and
online  financial  services.

          Currently,  financing  is  needed  for:

a)     Completion  of  funding  for the Trade-Fast, Inc. business plan build-out
b)     Completion  of  funding  for  acquisition  and  expansion  of  Westcor
c)     Completion  and  funding  for  acquisition  and  expansion  of EZNow Ins.
d)     Completion  of  the  build-out  of  the  IMI  Web  licensed  application
e)     Completion  of  funding  for  acquisition  and  expansion  of  Voyager
f)     Completion  of  the  minority  acquisition  of  BAV  (  Germany  )
g)     Completion  of  the  acquisition  of  a  major  Hong Kong Trading Partner
h)     Finalization  of  a  business  basis  with  Metanology
i)     A  Global  marketing  Campaign
j)     Working  Capital

     The  previous  estimates of a total of 10 million dollars to accomplish the
above  is still valid for the next 12 months.  There are, however, opportunities
which  present  themselves  in  this  dynamic market that bring cause to build a
strong  strategic  alliance  with  a major financial institution.  Circumstances
currently  exist,  even  in  these  difficult  venture  capital  markets,  which
demonstrate  both  the  relevance  and  high value of the assembled technologies
uniquely  available  through  the  Company.  The  Company  is  encouraged by the
ongoing  interest  in  the  market  place  for  our products and processes.  The
ability  to  find the right strategic financial partner is directly aligned with
the  application  of  our  products  on  a  white  labeled  basis.

                                       22
<PAGE>

     The  financial  condition of the Company is poor, the resolve of Management
to  correct  that condition is high.  The traditional sources of venture capital
have  been  strained  for  the past 15 months.  Therefore the present and future
needs  of  the  Company  will  possibly  be  obtained  from three sources, debt,
strategic  partners  or  accelerated  operations.  Over  the  course of the year
working  capital  was funded from three sources.  A small convertible debenture,
an  existing significant shareholder and an officer and director of the company.
The  ability  to fund the needs of the Company continues as the top priority for
the  Officers  and  Directors.

     The  lack  of  development  capital  restricted  growth  for  both entities
throughout  the  fiscal  year.  Despite  considerable competitive pressure, both
entities demonstrated an ability to compete and succeed in  the current business
environment.  The  Securities  Trading  Technologies  were  greatly expanded and
enhanced  over  the  course  of  the  year.  As of the date of this report, both
businesses  are  growing  at  their  natural  rate and demonstrating an on going
ability  to  succeed  if  sufficient  development  funds  are  available.

     The  Company  is  completely reliant on the acceptance and relevance of our
trading  technologies  and  communications  technologies  to  keep  its business
viable.  Any  major  disruption to either of these currently existing conditions
may  result  in  a  significant downturn in business results.  If the company is
able  to  obtain  the  required  funding  early  in  the  current  year to allow
sufficient  development  capital  to  be  applied  to growing the business these
results  could  possibly  improve  dramatically.  If  sufficient  funding is not
obtained  in  a  timely  manner,  these results could be negatively affected, or
cease  entirely.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     The  Company  adopted  Statement of Financial Accounting Standards No. 132,
Employers'  Disclosures  about Pension and Other-Post Employment Benefits ("SFAS
132").  SFAS  132 establishes disclosure requirements regarding pension and post
employment  obligations.  SFAS  132  does not affect the Company as of March 31,
2001.

     In  March  1998, Statement of Position No. 98-1 was issued, which specifies
the  appropriate  accounting  for  costs  incurred to develop or obtain computer
software  for  internal  use.  The  new pronouncement provides guidance on which
costs should be capitalized, and over what period such costs should be amortized
and  what disclosures should be made regarding such costs. This pronouncement is
effective  for  fiscal  years  beginning  after  December  15, 1998, but earlier
application  is  acceptable.  Previously capitalized costs will not be adjusted.
The  Company  believes  that  it  is  already in substantial compliance with the
accounting  requirements  as  set forth in this new pronouncement, and therefore
believes  that  adoption  will  not  have  a  material  effect  on  financial
condition  or  operating  results.

     The  Company  adopted  Statement of Financial Standards No. 133, Accounting
for  Derivative  Instruments and for Hedging Activities ("SFAS 133") in the year
ended  March  31,  2001.  SFAS  133 requires that certain derivative instruments
be  recognized  in balance sheets at fair value and for changes in fair value to
be  recognized in operations.  Additional guidance is also provided to determine
when  hedge  accounting  treatment  is  appropriate  whereby  hedging gains  and
losses  are  offset  by  losses  and gains related directly to the  hedged item.
SFAS  133's  impact  on the Company's financial statements is not expected to be
material  as  the  Company  has  not  historically  used  derivative  and  hedge
instruments.

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
Accounting  Bulletin  No.  101("  SAB  101"),  Revenue  Recognition in Financial
Statements,  which  will  become effective December 31, 2000.  The Company  does
not  expect  the  standard  to  have  a  material  effect  on  its  financial
condition  or  operating  results.

     In  March  2000,  the  FASB  issued  interpretation  No.  44  ("FIN  44"),
"Accounting  for  Certain  Transactions  Involving  Stock  Compensation,  an
Interpretation  of  APB Opinion No. 25". FIN 44 clarifies the application of APB
No.  25  for (a) the definition of employee for purposes of applying APB No. 25,
(b)  the  criteria for determining whether a plan qualifies as a noncompensatory
plan,  (c)  the  accounting  consequences of various modifications to previously
fixed  stock  option  or  award, and (d) the accounting for an exchange of stock
compensation  awards in a business combination. FIN 44 is effective July 2, 2000
but  certain  conclusions cover specific events that occur after either December
15,  1998  or January 12, 2000. The adoption of FIN 44 did not have an affect on
the  Company's  financial statements but may impact the accounting for grants or
awards  in  future  periods.

                                       23
<PAGE>

TRENDS,  RISKS,  AND  UNCERTAINTIES

     The  Company  has  sought  to  identify  what  it  believes  to be the most
significant  risks to its business, but cannot predict whether or to what extent
any  of  such  risks  may  be  realized nor can there be any assurances that the
Company  has  identified  all possible risks that might arise.  Investors should
carefully consider all of such risk factors before making an investment decision
with  respect  to  the  Company's  stock.


Limited  operating  history;  Anticipated Losses; Uncertainty of Future Results.

     The  Company  has only a limited operating history upon which an evaluation
of  the  Company and its prospects can be based. The Company's prospects must be
evaluated  particularly  in  light  of the uncertainties relating to the new and
evolving  distribution methods with which the Company intends to operate and the
acceptance  of the Company's business model. The Company will be incurring costs
to  develop,  introduce  and  enhance  its  interactive  website,  to  establish
marketing  relationships,  to  acquire and develop products that will compliment
each  other and to build an administrative organization. To the extent that such
expenses  are  not subsequently followed by commensurate revenues, the Company's
business,  results  of  operations  and  financial  condition will be materially
adversely  affected.  There can be no assurance that the Company will be able to
generate  sufficient  revenues  from the sale of their services and products. If
cash  generated by operations is insufficient to satisfy the Company's liquidity
requirements,  the  Company  may  be  required to sell additional equity or debt
securities.  The  sale of additional equity or convertible debt securities would
result  in  additional  dilution  to  the  Company's  stockholders.


Potential  fluctuations  in  quarterly  operating  results

     The  Company's  quarterly  operating results may fluctuate significantly in
the  future  as  a result of a variety of factors, most of which are outside the
Company's  control,  including: the level of use of the Internet; the demand for
high-tech  services  and  products;  seasonal  trends  in both Internet use, the
amount  and  timing  of  capital  expenditures  and  other costs relating to the
expansion  of  the  Company's  Internet  operation; price competition or pricing
changes  in  the  industry;  technical  difficulties or system downtime; general
economic  conditions,  and  economic  conditions  specific  to  the Internet and
Financial  Services  Industry.  The  Company's  quarterly  results  may  also be
significantly  impacted  by  the  impact  of  the  accounting  treatment  of
acquisitions,  financing  transactions  or  other  matters.  Particularly at the
Company's  early  stage  of  development,  such  accounting treatment can have a
material  impact  on the results for any quarter.  Due to the foregoing factors,
among  others, it is likely that the Company's operating results will fall below
the  expectations  of  the  Company  or  investors  in  some  future  quarter.

Limited  public  market,  possible  volatility  of  share  price

     The  Company's  Common  Stock  is currently quoted on the NASD OTC Bulletin
Board  under  the  ticker  symbol  CFNF.  OB.   As  of June 30, 2001, there were
approximately  29,144,871  shares of Common Stock issued and outstanding.  There
can  be  no  assurance  that  a  trading market will be sustained in the future.
Factors  such  as,  but  not limited to, technological innovation, new products,
acquisitions  or  strategic  alliances  entered  into  by  the  Company  or  its
competitors,  failure  to  meet  security  analysts'  expectations,  government
regulatory  action  patent  or  proprietary  rights  developments,  and  market
conditions  for technology stocks in general could have a material effect on the
volatility  of  the  Company's  stock  price.

                                       24
<PAGE>

ITEM  7  -  FINANCIAL  STATEMENTS

     The  consolidated  financial  statements  and  corresponding  notes  to the
financial  statements  called for by this item appear under the caption Index to
Financial  Statements  (Page  F-1  hereof).

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

     On  February  21,  2000,  the  Company dismissed its certifying accountant,
Gregory  M.  Montagna,  CPA,  P.C.  ("Montagna").  Montagna's  report  on  the
financial  statements  for  either  of  the  past  two  years did not contain an
adverse  opinion or disclaimer of opinion,  and was not qualified or modified as
to  uncertainty, audit  scope or  accounting  principles, except that his report
for the fiscal year ended December 31, 1998 contained an  explanatory  paragraph
regarding  the  substantial  doubt  about the Company's ability to continue as a
going  concern  The  decision to dismiss  Montagna was approved by the Company's
Board  of  Directors.  During  the  two most recent fiscal years and  subsequent
interim  period  through  February  21,  2000,  the  Company  has  not  had  any
disagreements  with  Montagna  on  any  matter  of  accounting  principles  or
practices,  financial  statement disclosure or auditing scope or procedure.  The
Company  has  engaged  Stefanou & Company , LLP ("Stefanou")  as its  certifying
accountant  as  of  February  21,  2000  for  the  Company's  fiscal year ending
December  31,  1999.

                                       25
<PAGE>
                                    PART III

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

     The  following table sets forth the names and ages of the current directors
and executive officers of the Company, the principal officers and positions with
the  Company  held  by each person and the date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually  by the Board of Directors. The directors serve one year terms
until  their  successors  are elected. The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
There  are  no  family  relationships between any of the directors and executive
officers.  In  addition,  there  was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was selected
as  an  executive  officer.

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

     Name                        Age    Positions
     ----                        ---    ---------
     John  Huguet                55     Chairman  of  the  Board
     Paul  Lemmon                39     President,  Chief  Executive  Officer
     Christina  Cepliauskas      37     Chief  Financial  Officer
     Randy Doten                 36     Director

     JOHN  HUGUET,  CMA,  FCMA,  brings to the Company over 35 years of diverse,
international executive management and resource development experience.  Much of
Mr.  Huguet's  career  has  focused  on  the  development and execution of major
international  projects  incorporating  creative  and  innovative  partnership
formations, financing arrangements and equity structures.  His global experience
includes  complex  business  dealings in such markets as Peru, Chile, Venezuela,
Argentina,  Thailand,  Philippines  and  Singapore.  His expertise in the global
arena  is  expected  to  prove  invaluable  to  the  Company's  development
internationally.  Mr.  Huguet  was  employed for over 33 years with the Atkinson
group  of  companies,  serving  as  President  and Managing Director of Atkinson
Holdings  and Commonwealth Construction until April, 1997.  Since May, 1997, Mr.
Huguet  has also served as the President and CEO of Andean American Mining Corp.

     PAUL  LEMMON  is  currently  the President and CEO of the Company, and also
Managing  Director  of The Voyager Group of Companies.  As founder of Voyager in
1996,  the  group  companies  have  offices in Bermuda, Bahamas, and the British
Virgin  Islands  and  provide  full  investment,  investment  banking  and trust
services.  From March 1993 to May 1996, Mr. Lemmon was an officer of Butterfield
Corporate  Services,  Ltd.,  a  subsidiary of the Bank of N.T. Butterfield & Son
Ltd.,  Bermuda.  Mr.  Lemmon  was  responsible  for  business  development  at
Butterfield  Corporate  Services,  Ltd.  where his responsibilities included the
development,  administration  and  custody  of  third party sponsored investment
companies,  mutual  funds,  and partnerships.  From 1988 to 1993, Mr. Lemmon was
President  of  Yorkhill  Financial  Services,  Inc.,  an investment and merchant
banking  company  in  New  Brunswick,  Canada.Mr.  Lemmon serves on the board of
directors  of  several companies, including mutual fund companies. He received a
Bachelor  of  Science  in  Geology  from  Mount  Allison  University in 1985 and
received degrees from Universite de Strasbourg, France in 1986, and the Canadian
Securities  Institute  in  1987.  Mr. Lemmon is also the holder of the Certified
Investment  Manager  designation,  and  was  a fellow to the Canadian Securities
Institute in 1998. He has also served as a member of the International Marketing
Committee  of  the  Bermuda  International  Business  Association  and  on  the
International  Committee  of  the  US  Managed  Futures  Association.

                                       26
<PAGE>

     CHRISTINA. CEPELIAUSKAS is a professional accountant whose focus is working
with  public  sector  resource  and  technology  companies.  Currently,  Ms.
Cepeliauskas is Controller of Andean American Mining Corp., a company she joined
in  1996  when  it  became  publicly listed. In addition, she provides financial
consulting  services  to  Oriole  Systems  Inc.,  an  e-commerce  company.  Ms.
Cepeliauskas  is a member of the Certified General Accountants Association where
she  was  recognized  for  achieving  the highest aggregate standing in Level IV
studies.  Certification  in  1992,  Certified  General  Accountants Association,
British  Columbia  and  Certified  General  Accountants,  Canada.

     RANDY  DOTEN,  was appointed to the Company's Board of Directors on October
1999.  Mr.  Doten  has over ten years experience in online development, strategy
and  marketing.  He has successfully implemented online production campaigns for
talk  shows  and  game shows, including The Sinbad Show, The Howie Mandell Show,
The  Roseanne  Show,  Judge  Judy,  Hollywood Squares and Wheel of Fortune.  Mr.
Doten's  expertise  in  targeting the online community is expected to be a major
asset  to  the  Company.  Mr. Doten is currently President of Talk-Stock, a 100%
owned  subsidiary  of  the  Company.  Mr. Doten has also instructed at respected
computer  technical schools, and has implemented and managed Local and Wide Area
Networks  in  both  Windows  NT  and  Unix environments. He is fluent in several
programming  languages,  including  those  vital  to  online  development  and
production.


                                       27
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

On September 1, 1999, the Company entered into an Employment Agreement with John
Huguet,  the  Company's  former President and CEO, whereby the Company agreed to
pay  Mr. Huguet an annual salary of $150,000.  To date, Mr. Huguet has agreed to
accrue  and  defer  his compensation until the Company has sufficient financing.
Mr. Huguet presently serves as the Company's Chairman of the Board of Directors.

     On  March  31,  2001, the Company entered into an Employment Agreement with
Paul  Lemmon wherein Mr. Lemmon is to serve as the Company's President and Chief
Executive  Officer, effective March 31, 2001, for a term of two years.  Pursuant
to  the terms of Mr. Lemmon's Employment Agreement, the Company issued 1,000,000
shares  of  the  Company's  restricted  common  stock,  and an option to acquire
1,000,000  shares  of  the Company's common stock at a price of $0.50 per share,
said  option  exercisable  for  a terms of two years, and 250,000 shares will be
vested  each  six  months following the first date of employment.  Additionally,
under  the  terms  of  Mr.  Lemmon's  Employment  Agreement,  the  Company shall
compensate  Mr.  Lemmon  with  a  base  salary of $250,000 per annum, subject to
annual  increases as determined by the Board of Directors of the Company.  As of
the date of this Report, Mr. Lemmon has not been paid his salary, but has agreed
to  accrue  and  defer  his salary compensation until the Company has sufficient
financing.

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services rendered in all capacities for the years ended March 31, 2001, 2000 and
1999.  Other  than  as set forth herein, no executive officer's salary and bonus
exceeded  $100,000  in  any  of the applicable years.  The following information
includes  the  dollar  value of base salaries, bonus awards, the number of stock
options  granted  and  certain  other  compensation,  if  any,  whether  paid or
deferred.

<TABLE>
<CAPTION>



                                                                             Long Term Compensation
                                                                         -----------------------------
                                   Annual Compensation                    Awards               Payouts
                                  -------------------                    ------------------------------

                                                               Restricted   Securities
Name and                                        Other Annual      Stock     Underlying     LTIP      All Other
Principal                                       Compensation     Awards       Options    Payouts   Compensation
Position           Year  Salary ($)   Bonus ($)       ($)            ($)       SAR's (#)     ($)          ($)
-----------        ----  -----------  ---------  --------------  -----------  -----------  --------  -------------
<S>                <C>   <C>          <C>        <C>             <C>          <C>          <C>       <C>

John Huguet
(Chairman,
Former
President           2001  $150,000      -0-          -0-            -0-         -0-          -0-        -0-
10/99-3/01)         2000  $150,000      -0-          -0-          1,000         -0-          -0-        -0-
                    1999    -0-         -0-          -0-            -0-       1,000,000      -0-        -0-
------------------------------------------------------------------------------------------------------------------
Paul Lemmon
(President, as      2001    -0-         -0-          -0-          1,000         -0-          -0-        -0-
of 3/31/01)         2000    N/A         N/A          N/A            N/A         N/A          N/A        N/A
                    1999    N/A         N/A          N/A            N/A         N/A          N/A        N/A
------------------------------------------------------------------------------------------------------------------
Christina
Cepeliauskas        2001  $48,000       -0-          -0-            -0-         -0-          -0-        -0-
(CFO)               2000  $48,000       -0-          -0-            100         -0-          -0-        -0-
                    1999     -0-        -0-          -0-            -0-        60,000        -0-        -0-
------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       28
<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>

                          NUMBER OF       PERCENT OF TOTAL
                          SECURITIES        OPTIONS/SAR'S
                          UNDERLYING    GRANTED TO EMPLOYEES   EXERCISE OF
                        OPTIONS/SAR'S       IN YEAR ENDED       BASE PRICE
NAME                     GRANTED (#)      DECEMBER 31, 2000       ($/SH)     EXPIRATION DATE
----------------------  --------------  ---------------------  ------------  ---------------
<S>                     <C>             <C>                    <C>           <C>

John Huguet             -0-              -0-                    -0-           -0-
--------------------------------------------------------------------------------------------
Paul Lemmon             -0-              -0-                    -0-           -0-
--------------------------------------------------------------------------------------------
Christina Cepeliauskas  -0-              -0-                    -0-           -0-
--------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

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


                                                      NUMBER OF UNEXERCISED    VALUE OF UNEXERCISABLE IN-
                           SHARES                     SECURITIES UNDERLYING      THE-MONEY OPTIONS/SAR'S
                        ACQUIRED ON      VALUE       OPTIONS/SAR'S AT FY-END          AT FY-END ($)
NAME                    EXERCISE (#)  REALIZED ($)  EXERCISABLE/UNEXERSISABLE   EXERCISABLE/UNEXERCISABLE
----------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>           <C>                        <C>

John Huguet             1,000,000     $250,000                -0-                         -0-
----------------------------------------------------------------------------------------------------------
Paul Lemmon                -0-           -0-                  -0-                         -0-
----------------------------------------------------------------------------------------------------------
Christina Cepeliauskas     -0-           -0-                  -0-                         -0-
----------------------------------------------------------------------------------------------------------
</TABLE>


COMPENSATION  OF  DIRECTORS

     For  the  fiscal  year ended March 31, 2001, director Randy Doten, received
$48,000  for  his services to the Company.  Directors of the Company received no
other  compensation.

1999  STOCK  OPTION  PLAN

     Effective  October  31, 1999, the Company's Board of Directors approved the
Company's  1999  Stock  Option Plan (the "Option Plan").  Under the terms of the
Option Plan, the Board of Directors has the sole authority to determine which of
the  eligible  persons  shall receive options, the number of shares which may be
issued upon exercise of an option, and other terms and conditions of the options
granted  under  the Plan to the extent they don't conflict with the terms of the
Plan.  An  aggregate  of  3,500,000  shares  of  common  stock  are reserved for
issuance  under  the Plan and the Plan is effective only until October 30, 2009.
The  Company  registered 3,500,000 shares underlying the options pursuant to its
1999  Stock  Option  Plan  on  Form  S-8  filed with the Securities and Exchange
Commission  on  March  28,  2000.

     On  May  4, 2001, the Company's Board of Directors repriced 3,162,600 stock
options  previously  issued  to certain employees and consultants of the Company
pursuant  to  the  Company's  1999  Stock Option Plan, from an exercise price of
$1.25  to  $0.25  per share.  Of the 3,162,600 options, 1,635,000 were issued to
the  Company's  directors  and  key  employees.  On  May  4,  2001, the Board of
Directors  also  authorized  and approved the cancellation of 445,000 previously
issued  options.  The  repricing  and  cancellation  of the stock options was to
reflect the underlying purpose of the stock options as well as to better reflect
the  Company's  current  management  team.

                                       29
<PAGE>

     ITEM  11  -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following table sets forth information as of June 30, 2001, with respect to
each  person  who  is known by the Company to own beneficially 5% or more of the
Company's  outstanding  Common Stock, the number of shares and the percentage so
owned, as well as the beneficial ownership of Common Stock of the Company by the
directors, the executive officers of the Company and all directors and executive
officers  as  a  group.

<TABLE>
<CAPTION>
                                Name and Address of           Common Stock     Percent
Title of Class                  Beneficial Owner              Outstanding    Outstanding
-------------------------- ---------------------------       --------------  ------------
<S>                            <C>                            <C>             <C>

Common Stock                   John Huguet                   11,242,500 (1)       38.57%
                               150 1875 Century Park East
                               Century City, CA 90067

Common Stock                   Paul Lemmon                     1,000,000           3.43%
                               150 1875 Century Park East
                               Century City, CA 90067

Common Stock                   Randy Doten                       400,000           1.37%
                               150 1875 Century Park East
                               Century City, CA 90067

Common Stock                   Christina Cepliauskas             160,000           0.55%
                               150 1875 Century Park East
                               Century City, CA 90067

Common Stock                   Winford Holdings Group Ltd.      4,000,000         13.72%
                               3rd Floor Jonsim Place
                               2287 Queen's Road East
                               Hong Kong

Common Stock                   Gold Crown Holdings Ltd.        9,242,500 (1)      31.71%
                               22 Hill Street
                               St. Hellier, Jersey JE4 8X2

Common Stock                   JAWS Technology                 2,384,880           8.18%
                               1013 17th Avenue S.W.
                               Calgary, Alberta T2T 0A7

Common Stock                   Langley Investments             1,122,900           3.85%
                               150 1875 Century Park East
                               Century City, CA 90067
All Directors and
Officers as a Group
(4 Persons)                                                    12,802,500         43.93%
-----------------------------------------------------------------------------------------------
(1)     Represents  9,362,500  shares  held  in the name of Gold Crown Holdings, Ltd.  However,
Mr.  Huguet  has  shared  voting  powers  with  respect to these 9,362,500 shares via proxy but
which Mr. Huguet disclaims beneficial ownership.  Mr. Huguet beneficially owns 2,000,000 shares
in  his  name.
</TABLE>

                                       30
<PAGE>

     The Company believes that the beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

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

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all Section 16(a) forms they file. To the Company's knowledge,
based  solely  on  the review of copies of such reports furnished to the Company
and  written representations that no other reports were required and to the best
of  its  knowledge,  during  the  year ended March 31, 2001, none of the Section
16(a)  filing  requirements  applicable to the Company's officers, directors and
greater  than  ten  percent  shareholders  were  complied  with.

                                       31
<PAGE>

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  Company's  wholly  owned  subsidiary, Trade-Fast, Inc., which provides
management  services  to  New  World Securities, a registered broker-dealer, who
licenses  a  securities  trading  platform providing securities trading services
using  proprietary  software. New World Securities is owned by the former owners
of  Trade-Fast,  Inc.,  who are significant shareholders of the Company.  During
the  year  ended March 31, 2001, the Company recognized $2,708,893 in management
and  transaction  fees  revenues  from  New  World  Securities

     Under  the  terms  of  the  Share  Purchase  Agreement  ("Agreement")  with
Trade-Fast,  Inc., the Company agreed to loan $1,500,000 to an entity controlled
by  a former owner of Trade-Fast, Inc.  The loan was to bear an interest rate at
6%  per  annum,  with  a  term  of  three  years.  The loan was to be secured by
1,000,000  shares of the Company's common stock previously issued to the debtor.
During the three months ended March 31, 2000, the Company advanced $1,000,000 to
the  debtor.  Under  the  terms  of  the  Agreement, the Company is obligated to
advance  an  additional  $500,000.  The Company is in default under the terms of
the  Agreement.   During  the  three  months  ended  March 31, 2000, the Company
separately  advanced  $225,000  to the former owners of Trade-Fast.  The Company
has  fully  reserved for all advances made to the former owners of Trade-Fast as
of  March  31,  2001.


ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS
-------------

EXHIBIT NO. DESCRIPTION

(2.1)*      Share  Exchange  Agreement  between Ballynagee Acquisition Corp. and
            Talk  Stock  With  Me,  Inc.,  dated  September  8,  1999.

(2.2)*      Share  Purchase  Agreement  between the Company and Trade-Fast, Inc.
            and alan  Cohen,  dated  November  30,  1999.

(2.3)*      Letter Agreement  between  the  Company,  Alan  Cohen,  and  Winford
            Holdings  Group,  Limited,  dated  June  8,  2000.

(2.4)*      Domain Name  and  Website Purchase Agreement between the Company and
            Dan  Kovatch  and Kovatch Insurance for eZnow Insurance, dated as of
            June 9, 2000.

(2.5)*      Share Purchase  Agreement  between  the Company and Westcor Mortgage
            Inc.  and  Patricia   Kirkham and Dennis Petersen, entered  into  on
            June 22, 2000.

(3.1)*      Certificate of Incorporation of Ballynagee Acquisition Corp. on July
            20,  1999.

(3.2)*      Certificate of  Amendment to the Certificate of Incorporation of the
            Company changing the  name  of  the Company to eFinancial Depot.com,
            Inc.  and  increasing  the  Company's authorized  shares,  filed  on
            November  2,  1999.

(3.3)       Certificate of  Amendment of Certificate  of  Incorporation  of  the
            Company changing the name of  the Company to Collaborative Financial
            Network Group,  Inc.,  filed on  June  28,  2001.

(3.4)*      Bylaws  of  the  Company.

(10.1)*     1999  Stock  Option  Plan (filed on March 28, 2000, as an exhibit to
            the  Company's  S-8  Registration  Statement)

(10.2)*     Employment  Agreement  between  the  Company  and John Huguet, dated
            September  1,  1999.

(10.3)*     Debenture  Purchase Agreement between the Company and Oxford Capital
            Corp.,  dated  February  2,  2000.

(10.4)*     Escrow Agreement between the Company and Oxford Capital Corp., dated
            February  2,  2000.

                                       32
<PAGE>

(10.5)*     Registration Rights Agreement between the Company and Oxford Capital
            Corp.,  dated  February  2,  2000.

(10.6)*     Agreement  between the Company and JAWS Technologies, Inc. (undated)

(10.7)*     Agreement between the Company and e-DGM Consulting B.V., dated March
            17,  2000.

(10.8)*     Agreement  between the Company and CobraTech Industries, Inc., dated
            March  30,  2000.

(10.9)*     Agreement between the Company and Cobra Capital Limited, dated March
            28,  2000.

(10.10)*    Employment  Agreement  between  the  Company and Dan Kovatch, dated
            June  9,  2000.

(10.11)*    Agreement between the Company and The Merryvale  Group International
            dated  June  21,  2000.

(10.12)     Employment Agreement between the Company and Paul Lemmon, dated
            March  31,  2001.

(10.13)     Letter  of  Intent  entered  into by the Company to acquire CFNAsia,
            dated  April  26,  2001.

(10.14)     Assignment  Of Debenture signed by Oxford Capital Corporation, dated
            May  5,  2001.

(10.15)     Agreement  entered into by the Company and Thomson Kernaghan and Co.
            Limited,  dated  July  4,  2001.

(20.1)*     The  Company's  Form  of  Placement  Agent  Warrant  Certificate

(20.2)*     Placement  Agent's  Warrant  -  Oxford  Capital  Corp.,  Holder

(20.3)*     The  Company's  6%  Convertible  Debenture,  dated February 2, 2000.

(21)        Subsidiaries  of  the  Company

            RJI  Ventures,  Inc.  (formerly  Talk Stock With Me, Inc.) is a 100%
            wholly owned subsidiary  of  the  Company.

            Trade-Fast, Inc. is a 100% wholly  owned subsidiary  of the Company.

            FDPO Insurance (USA), Inc. is a 100% wholly owned  subsidiary of the
            Company.

            Westcor  Mortgage,  Inc.  is  a  100%  wholly  owned  subsidiary of
            the Company.

(23.1)      Consent of Certified Public Accountants, dated August 1, 2001.

(B)  REPORTS  ON  FORM  8-K

            None.

                                       33
<PAGE>
                                      SIGNATURES

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

Dated:  August  7  2001


                     COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                     -------------------------------------------
                                  (Registrant)



By:  /s/ Paul Lemmon
     --------------------------------------------------------
     Paul  Lemmon,  President  and  Chief  Executive  Officer



By:  /s/ Christina Cepeliauskas
     ---------------------------------------------------
     Christina  Cepeliauskas,  Chief  Financial  Officer

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

Signature              Capacity     Date
---------              --------     ----


 /s/ John Huguet    Director      August  7  2001
-----------------
John  Huguet



 /s/ Randy Doten    Director      August  7  2001
-----------------
Randy  Doten


                                       34
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                          INDEX TO FINANCIAL STATEMENTS

                                                                           Page
                                                                           ----
Report of Independent Certified Public Accountants                          F-2

Consolidated  Balance  Sheet  at  March  31, 2001 and
March  31,  2000 and December 31, 1999                                      F-3

Consolidated  Statements  of  Income and Comprehensive
Income for the year ended March 31, 2001, three months
ended  March  31,  2000 and for the year ended December 31, 1999            F-4

Consolidated  Statements  of  Deficiency  in  Stockholders'
Equity  for the Period  January 1, 1999 through March 31, 2001              F-5

Consolidated  Statements of Cash Flows for the year ended
March 31, 2001, three months ended March 31, 2000 and for
the year ended December 31, 1999                                        F-6-F-7

Notes  to  Consolidated  Financial  Statements                      F-8 to F-27


                                      F-1
<PAGE>

                             STEFANOU & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                                1360 Beverly Road
                                    Suite 305
                             McLean, VA  22101-3621
                                  703-448-9200
                               703-448-3515 (fax)
                                                                Philadelphia, PA
--------------------------------------------------------------------------------

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

Board  of  Directors
Collaborative  Financial  Network  Group,  Inc.
Los  Angeles,  California

     We   have  audited  the   accompanying  consolidated   balance  sheets   of
Collaborative  Financial  Network  Group,  Inc.  (formerly eFinancial Depot.com,
Inc.)  and  subsidiaries as of March 31, 2001 and 2000 and December 31, 1999 and
the  related consolidated statements of income, comprehensive income, deficiency
in  stockholders'  equity, and cash flows for the year ended March 31, 2001, the
three  month  period  ended  March  31, 2000 and for the year ended December 31,
1999.  These  financial  statements  are  the  responsibility  of  the company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  upon  our  audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatements.  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 our audits provide a reasonable
basis  for  our  opinion.

     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly,  in   all   material   respects,  the  financial   position  of
Collaborative  Financial  Network  Group,  Inc.  (formerly eFinancial Depot.com,
Inc.)  and subsidiaries as of March 31, 2001 and 2000 and December 31, 1999, and
the  results  of  its operations and its cash flows for the year ended March 31,
2001,  the  three  month period ended March 31, 2000 and the year ended December
31,  1999,  in  conformity  with accounting principles generally accepted in the
United  States  of  America.

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue as a going concern.  As discussed in Note N, the Company
is  experiencing  difficulty  in  generating  sufficient  cash  flow to meet its
obligations and sustain its operations, which raises substantial doubt about its
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are  also described in Note N.  The financial statements do not include
any  adjustments  that  might  result  from the outcome of this uncertainty.  As
discussed  in  Note  O to the financial statements, the Company has restated the
consolidated  financial  statements  referred  to  above.


                                                 /s/  STEFANOU  &  COMPANY,  LLP
                                                 -------------------------------
                                                      Stefanou  &  Company,  LLP
                                                  Certified  Public  Accountants

McLean,  Virginia
June  28,  2001, except as to
Notes M and O, which is dated
as of August 7, 2001

                                      F-2
<PAGE>


                         COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                           (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                              CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                           March 31,    March 31,   December 31,
                                                               2001         2000            1999
                                                               ----         ----            ----
ASSETS

<S>                                                          <C>         <C>           <C>
CURRENT  ASSETS:
Cash and equivalents                                         $  8,573    $ 24,671      $ 11,859
Accounts Receivable, less allowance for doubtful accounts      99,589      26,835       119,610
Marketable securities in brokerage accounts (Note F)                -     165,239        51,836
Prepaid expenses                                                  254      23,934        52,985
                                                            ---------    --------     ---------
TOTAL CURRENT ASSETS                                          108,416     240,679       236,290

Property  and  Equipment  -  At  Cost:
Furniture, equipment and leasehold improvements               242,135      39,740        35,176
Less: accumulated depreciation                                 55,694       4,020         4,020
                                                            ---------    --------     ---------
                                                              186,441      35,720        31,156

Financing charges, net of amortization of $39,184,
$13,889 and $ 0 at March 31, 2001, 2000 and
December 31, 1999 respectively                                196,927     236,111             -
                                                            ---------    --------     ---------
                                                            $ 491,784    $512,510     $ 267,446
                                                            =========    =========    =========

               LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

CURRENT  LIABILITIES:
Accounts Payable and accrued expenses                      $1,150,630  $   86,997     $  36,898
Unearned revenues                                                  -       30,750        30,750
Convertible Debenture (Notes C and M)                       3,200,000   2,600,000             -
Note Payable Related Parties (Note D)                       1,492,431     169,313        28,220
Income Taxes Payable                                               -            -        40,070
                                                           ----------  -----------    ---------
TOTAL CURRENT LIABILITIES                                   5,843,061   2,887,060       135,938

Deferred Income Taxes                                              -            -        44,610
Commitments  and  Contingencies  (Note  J)

DEFICIENCY  IN  STOCKHOLDER'S  EQUITY  (NOTE  H  AND  I):
Preferred  Stock, par value, $.001 per share,
10,000,000 shares authorized; none issued at
March 31, 2001,  2000 and December 31, 1999                        -            -             -
Common  Stock,  par  value,  $  .001  per  share,
100,000,000 shares authorized; 23,853,760  issued  at
March 31, 2001; 12,520,000 issued at March 31, 2000; and
12,500,000  issued  at  December  31, 1999, respectively       23,854      12,520        12,500
Additional Paid In Capital                                 21,893,872      24,980             -
Stock subscription receivable                              (1,000,000)         -              -
Retained Earnings                                         (26,269,003) (2,466,114)       96,907
Unrealized gain or (loss) on securities available
for sale (Note F)
                                                                   -       54,064       (22,509)
                                                           ----------  -----------    ---------
DEFICIENCY IN STOCKHOLDERS' EQUITY                         (5,351,277) (2,374,550)       86,898
                                                           ----------  -----------    ---------
                                                          $   491,784  $  512,510      $267,446
                                                          ============ ===========    =========

           See accompanying notes to consolidated financial statements
</TABLE>
                                      F-3
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
           CONSOLIDATED STATEMENTS OF INCOME  AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>



                                       Year Ended       For the Three Months      Year Ended
                                      March 31, 2001    ending March 31, 2000  December 31, 1999
                                      --------------    ---------------------  -----------------
<S>                                   <C>               <C>                    <C>
REVENUES:
Consulting fees                       $           -      $      15,200           $ 1,197,813
Mortgage placement  fees                    444,809                  -                     -
Insurance commissions                         9,958                  -                     -
Management fees                           2,708,889                  -                     -
                                      --------------    ---------------------  -----------------
                                          3,163,656             15,200             1,197,813

COSTS  AND  EXPENSES:
Selling, general and administrative       9,474,186          2,606,134             1,023,355
Interest expense                            167,122             24,180                     -
Depreciation and amortization               850,931             18,106                 3,520
Impairment loss                          16,420,242                  -                     -
                                      --------------    ---------------------  -----------------
                                         26,912,481          2,648,420             1,026,875
                                      --------------    ---------------------  -----------------

OPERATING INCOME (LOSS)                (23,748,825)        (2,633,220)               170,938
Interest Income                                   -             17,651                     -
Realized gain (loss) on securities
available  for sale                        (54,064)              7,938              (32,203)
                                      --------------    ---------------------  -----------------
Net income (loss) before taxes         (23,802,889)        (2,607,631)               138,735
Income (tax) benefit                              -             44,610              (75,350)
                                      --------------    ---------------------  -----------------
NET INCOME (LOSS)                     $(23,802,889)      $ (2,563,021)           $    63,385
                                      ==============    =====================  =================

Other Comprehensive income,
net of tax
Unrealized gain (loss) from
available for sale securities                     -             76,573              (22,509)
                                      --------------    ---------------------  -----------------
Comprehensive Income (loss)           $(23,802,889)      $ (2,486,448)          $     40,876
                                      ==============    =====================  =================

Net income per common share
(Basic and fully diluted)             $      (1.31)      $      (0.21)          $       0.00
                                      ==============    =====================  =================

Weighted average common
shares outstanding                       18,181,880         12,510,000            12,500,000

</TABLE>

           See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>
                            COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                               (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                        FOR THE PERIOD JANUARY 1, 1999 THROUGH MARCH 31, 2001

<TABLE>
<CAPTION>


                                                                                             UNREALIZED
                                                                                             GAIN (LOSS)
                                                                  ADDITIONAL         STOCK   ON SECURITIES RETAINED
                                             COMMON      STOCK      PAID IN      SUBSCRIPTION AVAILABLE    EARNINGS
                                             SHARES      AMOUNT     CAPITAL       RECEIVABLE  FOR SALE    (DEFICIT)     TOTAL
                                             ----------  ------     -------       ----------  -------     -----------  -----------
<S>                                          <C>           <C>       <C>          <C>         <C>          <C>         <C>
BALANCE AT DECEMBER 31, 1998                     1,000     $    10   $       990  $       -   $   7,635   $    45,022  $    53,657

Shares issued in connection with
merger of Ballynagee Acquisition Corp.
and RJI Ventures, Inc. (Note B)              2,000,000       2,000             -          -           -             -        2,000
Retirement of RJI Ventures, Inc. shares        (1,000)        (10)         (990)          -           -             -      (1,000)
Shares retained by former Ballynagee
Acquisition  Corp. shareholders                500,000         500             -          -           -         (500)            -
Ballynagee Acquisition Corp Adjustment, net          -           -             -          -           -       (1,000)      (1,000)
Unrealized gain (loss) on securities
available for sale                                   -           -             -          -    (30,144)             -     (30,144)
Stock dividend                              10,000,000      10,000             -          -           -      (10,000)            -
Net income                                           -           -             -          -           -        63,385       63,385
                                        --------------   ---------  ------------  ---------   ---------   -----------   ----------
BALANCE AT DECEMBER 31, 1999                12,500,000      12,500             -          -    (22,509)        96,907       86,898

Shares issued in exchange for
cash in connection with a private
placement @ $1.25 per share                     20,000          20        24,980          -           -             -       25,000
Net loss                                             -           -             -          -           -   (2,563,021)  (2,563,021)
Unrealized gain (loss) on securities
available for sale, net                              -           -             -          -      76,573             -       76,573
                                        --------------   ---------  ------------  ---------   ---------   -----------   ----------
BALANCE AT MARCH 31, 2000                   12,520,000      12,520        24,980          -      54,064   (2,466,114)  (2,374,550)

Exchangeable shares issued in
connection with the acquisition of Westcor
Mortgage, Inc. (Note B)                              -           -       908,724          -           -             -      908,724
Shares issued to Debenture Holder
as security (Note C)                           500,000         500             -          -           -             -          500
Shares issued  in exchange for cash
in connection with a private placement
@ $1.25 per share                               33,000          33        41,217          -           -             -       41,250
Shares issued to consultants in
exchange for services rendered               2,415,880       2,416     4,520,214          -           -             -    4,522,630
Shares issued in connection with
acquisition of Trade-Fast, Inc. (Note B)     5,000,000       5,000    13,255,730          -           -             -   13,260,730
Shares issued in exchange for issued in
exchange for note receivable                 1,000,000       1,000       999,000 (1,000,000)          -             -            -
Shares issued in exchange for debt           2,384,880       2,385     2,144,007          -           -             -    2,146,392
Unrealized gain (loss) on securities
available for sale , net                             -           -             -          -    (54,064)             -     (54,064)
Net loss                                             -           -             -          -           -  (23,802,889) (23,802,889)
                                        --------------   ---------  ------------  ---------   ---------   -----------   ----------
BALANCE AT MARCH 31, 2001                   23,853,760   $  23,854  $ 21,893,872 $(1,000,000) $       - $(26,269,003) $(5,351,277)
                                        ==============   =========  ============ ============ ========= ============= ============

                                     See accompanying notes to consolidated financial statements
</TABLE>
                                      F-5
<PAGE>

                                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                                     (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                For the Year      For the Three
                                                                 Ended            Months ending     For the Year Ended
                                                                March 31, 2001    March 31, 2000    December 31, 1999
<S>                                                             <C>               <C>              <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
Cash flows from operating activities
Net income (loss) for the year                                  $   (23,802,889)  $   (2,563,021)    $           63,385
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization                                            850,931           18,106                 3,520
Shares issued for services rendered                                    4,522,630                -                     -
Shares issued for reduction of debt                                            -                -                     -
Provision for uncollectible accounts receivable                                -                -               358,310
Loss (gain) on sale of securities                                         54,064          (7,938)                32,203
Available for sale securities received for services rendered                   -                -             (337,739)
(Increase) decrease in:
Accounts receivable                                                     (72,754)           92,775             (460,420)
Advances and prepaid expenses, net                                        23,680           71,344              (35,005)
Accrued tax benefits                                                           -                -              (17,980)
Marketable securities                                                    165,239        (113,403)               (6,986)
Impairment charge, net                                                15,315,751                -                     -
Increase(decrease) in:
Accounts payable and accrued expenses, net                             1,063,633           50,099                35,964
Deferred tax expense                                                           -         (44,610)                34,210
Income tax payable                                                             -         (40,070)                34,800
Unearned revenue                                                        (30,750)                -                30,750
                                                                 ----------------  ---------------   ------------------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES                     (1,910,465)      (2,536,718)             (264,988)
Cash flows from investing activities:
Stock Subscriptions Receivable                                                 -                -                     -
Proceeds from available for sale securities                                    -           38,001               275,401
Capital expenditures, net of disposals                                         -          (4,564)               (7,462)
                                                                 ----------------  ---------------   ------------------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                               -           33,437               267,939
Cash flows from financing activities:
Proceeds from sales of common stock, net of costs                         41,250           25,000                     -
Proceeds from loans from stockholders                                  1,323,118          141,093                 2,472
Repayment of stockholder loans                                                 -                -                     -
Proceeds of convertible debentures                                       530,000        2,350,000                     -
                                                                 ----------------  ---------------   ------------------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                       1,894,368        2,516,093                 2,472
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS                         (16,098)           12,812                 5,423
Cash and equivalents at beginning of year                                 24,671           11,859                 6,436
                                                                 ----------------  ---------------   ------------------
Cash and equivalents at end of year                              $         8,573   $       24,671    $           11,859
                                                                 ================  ===============   ==================

                                See  accompanying  notes  to  consolidated  Financial  Statements

</TABLE>

                                      F-6
<PAGE>


                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                      For the Three
                                                 For the Year Ended   Months ending .     For the Year Ended
                                                   March 31, 2001     March 31, 2000       December 31, 1999
                                                   --------------     --------------      ------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<S>                                                <C>                <C>                 <C>
Cash paid during the period for interest           $          -        $          -        $               -
Cash paid during the period for taxes                         -                   -                        -
Shares issued for services rendered                   4,522,630                   -                        -
Shares issued for debt reduction                      2,146,392                   -                        -
Acquisition:
  Assets acquired                                             -                   -                        -
  Goodwill                                           15,260,812                   -                        -
  Accumulated deficit                                         -                   -                        -
  Liabilities assumed                                 (600,000)                   -                    1,910
  Excess Liabilities assumed over assets acquired     (491,358)                   -                  (1,410)
  Common stock issued                              (14,169,454)                   -                    (500)
                                                   --------------     --------------      ------------------
Net cash paid for acquisition                      $          -        $          -        $               -
                                                   ==============     ==============      ==================

                                 See accompanying notes to consolidated Financial Statements


</TABLE>
                                      F-7
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES

A  summary  of the significant accounting policies applied in the preparation of
the  accompanying  consolidated  financial  statements  follows.

Business  and  Basis  of  Presentation
--------------------------------------

On  September  20,  1999,  RJI Ventures, Inc., formerly Talk Stock With Me, Inc.
("RJI")  completed  a  merger with Ballynagee Acquisition Corp. ("Ballynagee") ,
in  a  transaction  accounted  for  using  the  purchase  method  of accounting.
Subsequent  to  the  merger, Ballynagee  was re-named eFinancial Depot.com, Inc.
and  changed its name to Collaborative Financial Network Group, Inc. ("Company")
in June, 2001 From its inception, Ballynagee was an inactive corporation with no
significant assets or operations. From its inception in September, 1998, RJI has
developed, marketed and operated an internet web site devoted to the research of
U.  S.  and  Canadian  equity  issues. Effective with the merger, all previously
outstanding  common  stock of RJI was exchanged for common stock of Ballynagee ,
resulting  in  the  previous security holders of RJI owning approximately 80% of
the  voting  stock  of the Company in an exchange ratio of 1 share of RJI common
stock  for  2,000  shares  of  Ballynagee  common  stock.

In accordance with APB Opinion 16, the consolidated financial statements include
the  accounts of RJI as the acquiring entity and Ballynagee Acquisition Corp. as
the  wholly  owned  subsidiary.  Significant intercompany transactions have been
eliminated  in  consolidation.

The  total  purchase  price  and carrying value of net assets acquired by RJI of
Ballynagee Acquisition Corp. was $500.  The net assets acquired were as follows:

                    Net assets            $           -
                    Accumulated Deficit           1,910
                    Net Liabilities             (1,410)
                                          -------------
                                          $         500
                                          =============

As  Ballynagee Acquisition Corp. was an inactive corporation with no significant
operations,  the Company recorded the carryover historical basis of net tangible
assets  acquired,  which  did  not differ materially from their historical  cost
The  results of operations subsequent to the date of acquisition are included in
the  Company's  consolidated  statement  of  losses.

The  Company,  which  is  incorporated  under  the state laws of Delaware, is an
Internet  financial  portal,  offering a full spectrum of financial services and
investment  information  on  the  World  Wide  Web.  The Company is developing a
proprietary  information system consisting of integrated financial web pages and
featuring  an  online investment-related community through Talk-stock.com ("Talk
Stock"),  management  services  to  a  broker  dealer  of    securities  through
Trade-Fast,  Inc.  ("Trade-Fast"),  mortgage  services through Westcor Mortgage,
Inc.  ("Westcor")  and  commercial  insurance  brokerage  services through Eznow
Insurance,  Inc.  ("Eznow")  These  activities  are conducted primarily in North
America.

                                      F-8
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES(CONTINUED)

The  consolidated  financial statements include the accounts of the Company, and
its wholly owned subsidiaries, Westcor Mortgage, Inc., Eznow Insurance, Inc. and
Trade-Fast,  Inc.  Significant intercompany transactions have been eliminated in
consolidation.

Change  in  Year  End
---------------------

In  March 2000, the Company's Board of Directors approved a change in the fiscal
year  end  of the Company from December 31, to March 31, effective with the year
beginning  April  1,  2000. A three-month transition period from January 1, 2000
through  March 31, 2000 (the "Transition Period") precedes the start of the 2001
fiscal year. "2001" and "2000" refer to the respective years ended March 31, the
Transition  Period  refers  to  the  three  months  ended  March  31,  2000.

Liquidity
---------

The  Company's  efforts have been principally devoted to developing its Internet
financial  portal  and  related  financial  services  businesses.  To  date, the
Company  has  incurred  expenses,  and  has  sustained  losses.  As shown in the
accompanying  financial  statements,  the  Company  incurred  a  net  loss  of $
23,802,889  during the year ended March 31, 2001 and $2,563,021 during the three
months  ended  March  31,  2000.  The Company's current liabilities exceeded its
current  assets  by  $  5,734,645  as  of  March  31,  2001.

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

The  Company's contracts frequently call for a lump sum at the time the contract
is  signed  followed  by  monthly  billings for services rendered.  The lump sum
payment,  which is to be paid either in cash or common stock, in  non-refundable
Therefore,  the  cash  or  fair  market  value  of  the common stock received is
reflected  in income at the time the contract is signed.  The contracts call for
monthly  service  fees  to be paid at the beginning of each month with the first
and  last  month's  fees  due  at the time the contract is signed.  The unearned
portion  of  these  fees  is  accounted  for  as deferred income and included in
liabilities.

Commissions  from mortgage brokering are recognized when the lending institution
and  client  have  finalized  an agreement to provide mortgage funds.  Brokerage
fees,  application fees and direct expense reimbursements received in advance of
a  final  agreement  are  recorded  as  unearned  revenue.

Management  fees  are  recognized  as  revenues  as  services  are  rendered  in
accordance  with  the  respective  management  agreement.


                                      F-9
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

Advertising
-----------

The  Company follows the policy of charging the costs of advertising to expenses
incurred. For the year ended March 31, 2001 and the three months ended March 31,
2000  and the year ended December 1999, advertising costs were $35,268, $12,531,
and  $0  respectively.


Marketable  Securities
----------------------

Common stock received by the Company for services is usually freely traded stock
and  is  recorded  at  its fair market value on the date the contract is signed.
All of the Company's marketable securities are categorized as available-for-sale
securities,  as  defined  by the Statement of Financial Accounting Standards No.
115,  "Accounting  for Certain Investments in Debt and Equity Securities."  None
of  the  securities  held  have  been  included  in  cash  equivalents.

These  securities  are  stated at estimated fair value based upon market quotes.
Unrealized  holding  gains  and  losses  for  available-for-sale  securities are
excluded  from  earnings  and  reported,  net of tax, as a separate component of
stockholders'  equity.  Realized  gains  and losses for securities classified as
available-for-sale  are  reported  in earnings when sold based upon the adjusted
cost  of  the  specific  security  sold.

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

For  financial  statement purposes, property and equipment are depreciated using
the  straight-line  method  over  their  estimated useful lives of three to five
years.  The  straight-line method of depreciation is also used for tax purposes.


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

Income  taxes are provided based on the liability method for financial reporting
purposes  in accordance with the provisions of Statements of Financial Standards
No.  109,  "Accounting  for Income Taxes". Under this method deferred tax assets
and  liabilities  are recognized for the future tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  are  measured  using  enacted  tax  rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be  removed  or settled.  The effect on deferred tax assets and liabilities of a
change  in  tax rates is recognized in the consolidated statements of operations
in  the  period  that  includes  the  enactment  date.

                                      F-10
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

Cash  Equivalents
-----------------

For  purposes  of the Statements of Cash Flows, the Company considers all highly
liquid  debt  instruments purchased with a maturity date of three months or less
to  be  cash  equivalents.

Goodwill  and  Other  Intangibles
---------------------------------

Goodwill  represents  the  excess  of  the purchase price over the fair value of
acquired companies and is being amortized on a straight-line basis over a period
not  exceeding ten years. Should events or circumstances occur subsequent to the
acquisition  of  a  business  which  bring into question the realizable value or
impairment  of  the  related  goodwill,  the Company will evaluate the remaining
useful  life  and  balance  of  goodwill  and make adjustments, if required. The
Company's  principal  consideration  in  determining  an impairment includes the
strategic benefit to the Company of the particular asset or   assets as measured
by  discounted  current  and  expected future operating income of that specified
group  of assets and expected discounted future cash flows. Should impairment be
identified,  a  loss  would be reported to the extent that the carrying value of
the  related  goodwill  exceeds  the  fair value of that goodwill based upon the
expected  discounted  future  cash flows.  All goodwill relating to acquisitions
has  been  expensed  during  the  year  ended  March  31,  2001  (see  Note  B).

Long-Lived  Assets
------------------

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 121
(SFAS  121).  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may not be recoverable.  SFAS 121 also requires assets to be disposed
of  be reported at the lower of the carrying amount or the fair value less costs
to  sell.

Foreign  Currency  Translation
------------------------------

The Company translates the foreign currency financial statements of its Canadian
subsidiary in accordance with the requirements of SFAS No. 52, "Foreign Currency
Translation".  Assets  and liabilities are translated at current exchange rates,
and  related  revenue  and  expenses are translated at average exchange rates in
effect  during  the  period. Resulting translation adjustments are recorded as a
separate  component  in stockholders' equity. Foreign currency transaction gains
and  losses  are  included  in  the  statement  of  income.

                                      F-11
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

Use  of  Estimates
------------------
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts  and disclosures.  Accordingly actual results
could  differ  from  those  estimates.

Concentrations  of  Credit  Risk
--------------------------------

Financial instruments and related items which potentially subject the Company to
concentrations  of  credit  risk consist primarily of cash, cash equivalents and
trade  receivables.  The  Company places its cash and temporary cash investments
with  credit  quality institutions.  At times, such investments may be in excess
of  the  FDIC  insurance  limit.  The Company's customers are not geographically
concentrated  and  it  periodically reviews its trade receivables in determining
its  allowance  for doubtful accounts. The allowance for doubtful accounts was $
401,935  at  March  31,  2001  and  2000,  respectively.

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

The  Company  accounts for stock transactions in accordance with APB Opinion 25,
"Accounting  for  Stock  Issued  to Employees."  In accordance with statement of
Financial    Accounting   Standards    No.  123,  "Accounting  for  Stock  Based
Compensation,"  the  Company  has  adopted the proforma disclosure requirements.

Segment  Information
--------------------

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS 131")
in  the  year  ended  December  31,  1998.  SFAS  131  establishes standards for
reporting  information  regarding  operating   segments   in   annual  financial
statements  and requires selected information for those segments to be presented
in  interim financial reports issued to stockholders.  SFAS 131 also establishes
standards  for  related  disclosures  about products and services and geographic
areas.  Operating  segments  are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief  operating  decision  maker, or decision making group, in making decisions
how  to  allocate  resources  and assess performance.  The information disclosed
herein,  materially  represents  all of the financial information related to the
Company's  principal  operating  segments.

                                      F-12
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

New  Accounting  Pronouncements
-------------------------------

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 132,
Employers'  Disclosures about Pension and Other -Post Employment Benefits ("SFAS
132")  in  the  year  ended  December  31, 1999. SFAS 132 establishes disclosure
requirements  regarding  pension  and post employment obligations. SFAS 132 does
not  affect  the  Company  as  of   December  31,  1999.

In  March  1998,  Statement of Position No. 98-1 was issued, which specifies the
appropriate  accounting  for  costs  incurred   to  develop  or  obtain computer
software  for  internal  use.  The  new pronouncement provides guidance on which
costs should be capitalized, and over what period such costs should be amortized
and  what disclosures should be made regarding such costs. This pronouncement is
effective  for  fiscal  years  beginning  after  December  15, 1998, but earlier
application  is  acceptable.  Previously capitalized costs will not be adjusted.
The  Company  believes  that  it  is  already in substantial compliance with the
accounting  requirements  as  set forth in this new pronouncement, and therefore
believes that adoption will not have a material effect on financial condition or
operating  results.

The  Company  adopted  Statement  of Financial Standards No. 133, Accounting for
Derivative  Instruments  and  for  Hedging  Activities ("SFAS  133") in the year
ended  December 31, 1999. SFAS  133 requires that certain derivative instruments
be  recognized  in balance sheets at fair value and for changes in fair value to
be  recognized  in operations. Additional guidance is also provided to determine
when  hedge accounting treatment is appropriate whereby hedging gains and losses
are  offset  by losses and gains related directly to the hedged item. SFAS 133's
impact  on the Company's consolidated financial statements is not expected to be
material  as  the  Company  has  not  historically  used  derivative  and  hedge
instruments.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No.  101  ("  SAB  101"), Revenue Recognition in Financial Statements,
which  will become effective December 31, 2000.  The Company does not expect the
standard  to  have  a  material  effect  on its financial condition or operating
results.

In  March  2000,  the Financial Accounting Standards Board issued interpretation
No.  44  ("FIN  44"),  "Accounting  for  Certain  Transactions  Involving  Stock
Compensation,  an  Interpretation  of  APB Opinion No. 25". FIN 44 clarifies the
application  of  APB  No.  25 for (a) the definition of employee for purposes of
applying  APB  No. 25, (b) the criteria for determining whether a plan qualifies
as  a  noncompensatory   plan,  (c)  the  accounting   consequences  of  various
modifications  to previously fixed stock option or award, and (d) the accounting
for  an  exchange of stock compensation awards in a business combination. FIN 44
is  effective  July  2,  2000 but certain conclusions cover specific events that
occur after either December 15, 1998 or January 12, 2000. The adoption of FIN 44
did  not have an affect on the Company's financial statements but may impact the
accounting  for  grants  or  awards  in  future  periods.

                                      F-13
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A-SUMMARY  OF  ACCOUNTING  POLICIES  (CONTINUED)

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

The  Company  has  adopted  Statement  of Financial Accounting Standard No. 128,
"Earnings  Per  Share,"  specifying the computation, presentation and disclosure
requirements  of  earnings  per share information.  Basic earnings per share has
been  calculated  based  upon  the  weighted  average  number  of  common shares
outstanding.  Stock  options  and  warrants  have  been excluded as common stock
equivalents  in  the  diluted  earnings  per  share  because  they  are  either
antidilutive,  or  their effect is not material.  There is no effect on earnings
per  share  information  for  the years ended March 31, 2001, three months ended
March  31, 2000 and the year ended December 31, 1999 relating to the adoption of
this  standard.

Reclassifications
-----------------

Certain reclassifications have been made in prior years' financial statements to
conform  to  classifications  used  in  the  current  year.

NOTE  B  -  BUSINESS  COMBINATIONS

RJI  Ventures,  Inc.
--------------------

On  September  20,  1999,  RJI Ventures, Inc., formerly Talk Stock With Me, Inc.
("RJI")  completed a merger with Ballynagee Acquisition Corp. ("Ballynagee"), in
a transaction accounted for using the purchase method of accounting.  Subsequent
to  the  merger, Ballynagee was re-named eFinancial Depot.com, Inc. ("Company").
From  its  inception in April, 1997, Ballynagee was an inactive corporation with
no significant assets or operations.   From its inception in September 1998, RJI
has  developed,  marketed  and  operated  an  Internet  web  site devoted to the
research  of  U.S.  and  Canadian equity issues.  Effective with the merger, all
previously  outstanding  common  stock  of RJI was exchanged for common stock of
Ballynagee,  resulting  in  the  previous  security  holders  of  RJI  owning
approximately  80%  of the voting stock of the Company in an exchange ratio of 1
share  of  RJI  common  stock  for  2,000  shares  of  Ballynagee  common stock.

The  total  purchase  price  and carrying value of net assets acquired by RJI of
Ballynagee Acquisition Corp. was $500.  The net assets acquired were as follows:

                    Net assets            $           -
                    Accumulated Deficit           1,910
                    Net Liabilities             (1,410)
                                          -------------
                                          $         500
                                          =============


                                      F-14
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  B  -  BUSINESS  COMBINATIONS  (CONTINUED)

As  Ballynagee Acquisition Corp. was an inactive corporation with no significant
operations,  the Company recorded the carryover historical basis of net tangible
assets acquired, which did not differ materially from their historical cost. The
results  of operations subsequent to the date of acquisition are included in the
Company's  consolidated  statement  of  losses.

Trade-Fast,  Inc
----------------

On  June 8, 2000 the Company acquired in an exchange for 5,000,000 shares of the
Company's unregistered common stock Trade-Fast, Inc.  in a transaction accounted
for  using  the  purchase  method  of  accounting.  The total purchase price and
carrying value of the net assets acquired and liabilities assumed of Trade-Fast,
Inc.  were  as  follows:

         Stock issued                                       $13,260,730
         Excess of liabilities assumed over assets acquired     419,931
                                                            -----------
                                                            $13,680,661

The  Company  has recorded the carryover basis of the net assets acquired, which
did  not  differ  materially  from  their fair value.  The results of operations
subsequent to the date of acquisition are included in the Company's consolidated
statement  of  losses.


Westcor  Mortgage,  Inc
-----------------------

On  July 6, 2000 the Company completed the acquisition of Westcor Mortgage, Inc.
in an exchange for promissory notes totaling $592,636, a retainage holdback of $
7,364  and 295,520 of newly issued exchangeable shares of Westcor's unregistered
common  stock  in  a  transaction  accounted  for  using  the purchase method of
accounting.  The  exchangeable shares are exchangeable into the Company's common
stock  on  a  one for one basis.  The total purchase price and carrying value of
the  net  assets acquired and liabilities assumed of Westcor Mortgage, Inc. were
as  follows:

    Stock issued                                          $    908,724
    Notes payable issued                                       592,636
    Retainage payable                                            7,364
    Excess of liabilities assumed over assets acquired          71,427
                                                          ------------
                              Total consideration paid    $  1,580,151
                                                          ============

                                      F-15
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  B  -  BUSINESS  COMBINATIONS  (CONTINUED)

The  Company  has recorded the carryover basis of the net assets acquired, which
did  not  differ  materially  from  their fair value.  The results of operations
subsequent to the date of acquisition are included in the Company's consolidated
statement  of  losses.


Impairment  Charge
------------------

During  the  year  ended  March  31,  2001,  the  Company  recorded a  charge of
$12,753,685  and $  1,419,257 for goodwill impairment related to its Trade-Fast,
Inc.  and  Westcor  Mortgage, Inc. subsidiaries, respectively. Both subsidiaries
experienced  significant  changes in market conditions, which led to substantial
declines  in  sales,  operating margins and cash flows. In addition, the Company
recorded  a  charge  of $ 2,247,300 for impairment related to the development of
the  Company's  interactive  internet  web  site.  Management  determined that a
significant  impairment  of the intangible assets had occurred and an impairment
charge  was  required  because  estimated  fair value was less than the carrying
value  of  the  assets.

Accordingly,  the Company recognized an asset impairment loss of $16,420,242 the
carrying  value  of  the  assets,  as  of  March  31,  2001.

NOTE  C-  CONVERTIBLE  DEBENTURES

<TABLE>
<CAPTION>
<BTB>

                                               MARCH 31, 2001     MARCH 31, 2000     DECEMBER 31, 1999
                                               --------------     --------------     -----------------
<S>                                            <C>                 <C>                <C>
Convertible  debenture, interest at
6% per annum, payable annually in cash
or common stock at the option of the holder.  $    3,200,000      $    2,600,000     $              -
                                              ===============     ==============     =================
</TABLE>

The  debenture pays the holders of the debenture 6%, payable annually redeemable
at  the  option  of  the Company after one year of issuance and once the average
daily closing price of the Company's common stock is $10.00 per share for twenty
(20)  consecutive  trading days. The convertible debenture is convertible at the
option  of  the  holder  of  such debenture at any time after March 2, 2000 at a
price  per share equal to the lesser of (i) 80% of the average closing bid price
of  the  Company's  common stock for five days proceeding the date of conversion
notice  is  tendered, or (ii) five ($5.00) dollars per share.  In no event shall
the  conversion  price  be  lower  than  $3.00  per  share.

                                      F-16
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  C-  CONVERTIBLE  DEBENTURES  (CONTINUED)

In  connection  with  the  debenture,  the  Company issued 500,000 shares of the
Company's restricted common stock as security for repayment of the debenture and
a  warrant expiring in June 30, 2003 to the Holder to purchase 250,000 shares of
the  Company's  common  stock  at  $5.00  per  share.

As  of  the date of the financial statements the Company is in default under the
terms  of  the  debenture.  (see  Note  M)

NOTE  D-RELATED  PARTY  TRANSACTIONS

<TABLE>
<CAPTION>

                                                           MARCH 31,
                                                               2001     MARCH 31, 2000     DECEMBER 31, 1999
                                                               ----     --------------     -----------------
<S>                                                   <C>                <C>                <C>
Note  Payable  due  to  the  Company's  Chairman
repayment  terms  defined,  bears  no  interest        $    176,836     $      78,862      $             -
Unsecured demand loan  from an  entity  controlled
by  the  Company's  Chairman,  bears  no  interest.         100,000            90,451                    -
Note  Payable  due  to  Company  consultant, no
repayment terms defined, bears no interest.                 587,607                 -               28,220
Note  Payable  due to  entities  controlled by the
Company's Chairman, no repayment terms
defined, and bears no interest.                              26,876                 -                    -
Note Payable  due  to  Westcor's  President, due on
demand interest accrues at 12% per annum.                   105,016                 -                    -
Note Payable due  to Westcor's  Vice  President,
due  on  demand  interest  accrues  at  12%  per
annum.                                                        3,460                 -                    -
Note  payable  to  former  owners  of  Westcor,  no
interest;  the Company currently in  default under
the  terms  of  the  note                                    492,636                -                    -
                                                     ---------------    --------------     ---------------
                                                           1,492,431          169,313               28,220
Less: current portion                                    (1,492,431)        (169,313)             (28,220)
                                                     ---------------    --------------     ---------------
                                                     $            -     $           -      $             -
                                                     ===============    ==============     ===============
</TABLE>
                                      F-17
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  D-RELATED  PARTY  TRANSACTIONS  (CONTINUED)

The  Company's  wholly  owned  subsidiary,  Trade-Fast,  Inc.,  which  provides
management  services  to  New  World Securities, a registered broker-dealer, who
licenses  a  securities  trading  platform providing securities trading services
using  proprietary  software. New World Securities is owned by the former owners
of Trade-Fast, Inc., who are significant shareholders of the Company. During the
year  ended  March 31, 2001, the Company recognized $2,708,889 in management and
transaction  fees  revenues  from  New  World  Securities

Under  the  terms  of the Acquisition Agreement ("Agreement") of Trade-Fast (see
Note  B),  the  Company  agreed  to loan $1,500,000 to an entity controlled by a
former  owner  of  Trade-Fast.  The  loan was to bear an interest rate at 6% per
annum,  with  a  term  of  three  years. The loan was to be secured by 1,000,000
shares of the Company's common stock previously issued to the debtor. During the
three  months  ended  March  31,  2000,  the  Company advanced $1,000,000 to the
debtor. Under the terms of the Agreement, The Company is obligated to advance an
additional $500,000. The Company is in default under the terms of the Agreement.
During  the  three  months ended March 31, 2000, the Company separately advanced
$225,000  to  the  former  owners  of  Trade-Fast.

The  Company  has  fully  reserved for all advances made to the former owners of
Trade-Fast  as  of  March  31,  2001.

NOTE  E-INCOME  TAXES

The  Company  has  adopted  Financial  Accounting Standard Number 109 ("FAS 109)
which  requires  the  recognition of deferred tax liabilities and assets for the
expected  future  tax  consequences  of  events  that  have been included in the
financial statement or tax returns.  Under this method, deferred tax liabilities
and  assets  are determined based on the difference between financial statements
and  tax  bases  of assets and liabilities using enacted tax rates in effect for
the  year  in  which  the  differences  are  expected  to  reverse.  Temporary
differences between taxable income reported for financial reporting purposes and
income  tax  purposes  are  insignificant.

For  income tax reporting purposes, the Company's aggregate unused net operating
losses  approximate  $26,200,000, which expire through 2021.    The deferred tax
asset related to the carryforward is approximately $8,800,000.   The Company has
provided  a  valuation reserve against the full amount of the net operating loss
benefit,  since  in  the opinion of management based upon the earning history of
the  Company,  it  is  more  likely than not that the benefits will be realized.

                                      F-18
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  E-INCOME  TAXES  (CONTINUED)

The  provision for income taxes at March 31, 2001, March 31, 2000  and  December
31,1999  consists  of  the  following:

             MARCH 31, 2001     MARCH 31, 2000     DECEMBER 31, 1999
             --------------     --------------     -----------------
Current:
 Federal     $            -     $           -       $         27,600
 State                    -                 -                  7,200
             --------------     --------------     -----------------
                          -                 -                 34,800

Deferred Tax
 Federal     $            -     $    (41,260)       $         37,200
 State                    -           (3,350)                  3,350
             --------------     --------------     -----------------
                          -          (44,610)                 40,550
             --------------     --------------     -----------------
             $            -          (44,610)                 75,350
             ==============     ==============     =================

The  deferred tax liability at December 31, 1999 is the result of differences in
depreciation  for  tax  and  financial  statement  presentation  purposes.

Components  of  deferred  tax  assets  are  as  follows:

<TABLE>
<CAPTION>

                                                 March 31, 2001     March 31, 2000     December 31, 1999
                                                 --------------     --------------     -----------------
<S>                                               <C>                <C>               <C>
Unrealized loss on securities available for sale  $                  $           -      $         17,980
Net operating loss carryforward                       8,800,000            800,000                     -
Valuation allowance                                 (8,800,000)          (800,000)                     -
                                                    -----------     --------------     -----------------
Net deferred tax asset                            $           -     $           -       $         17,980
                                                 ==============     ==============     =================
</TABLE>


NOTE  F-  MARKETABLE  SECURITIES

During  the  year  ended December 31, 1999, the Company received securities from
customers  in  exchange  for  consulting  services.  The securities received are
recorded  at  fair  market  value  and  are  classified  as  available-for-sale.
Securities  classified  as available-for-sale may be sold in response to changes
in  interest  rates,  liquidity needs, and for other purposes.  The Company does
not  currently  have  any  held-to-maturity  or trading securities.  None of the
securities  held  have  been  included  in  cash  equivalents.

                                      F-19
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  F-  MARKETABLE  SECURITIES  (CONTINUED)

Unrealized  holding  gains  and  losses  for  available-for-sale  securities are
excluded  from  earnings  and  reported  net  of  tax as a separate component of
stockholder's  equity.  Realized  gains  and losses for securities classified as
available-for-sale  are reported in earnings based upon the adjusted cost of the
specific  security  sold.

Marketable  securities  consisted  of  the  following  :

<TABLE>
<CAPTION>



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

                                          MARCH 31, 2001   MARCH 31, 2000   DECEMBER 31, 1999
                                          ---------------  ---------------  -------------------
Fair market value on date acquired, net.  $             -  $        88,666  $           92,325
Fair market value at end of period, net.                -          165,239              51,836
                                          ---------------  ---------------  -------------------
Unrealized gain (loss), net                             -           76,513             (40,489)
Deferred income tax asset (liability)                   -                -              17,980
                                          ---------------  ---------------  -------------------
                                          $             -  $        76,573  $          (22,509)
                                          ===============  ===============  ===================
</TABLE>

NOTE  G-MAJOR  CUSTOMERS

There were no significant customers for the year ended March 31, 2001 or for the
three  months  ended  March  31,  2000.  Revenue  from three (3) major customers
approximated  $366,000  or  30.5% of sales for the year ended December 31, 1999.

NOTE  H  -  CAPITAL  STOCK

Talk  Stock  With Me, Inc. ("Talk Stock") was formed under the laws of the State
of  Nevada  in October, 1998. In 1998, Talk Stock issued a total of 1,000 shares
of  common  stock to its founders in exchange for $1,000. In September 1999 Talk
Stock  changed  its  name  to  RJI  Ventures,  Inc.  ("RJI").

In September , 1999, RJI completed a merger with Ballynagee Acquisition Corp., a
Nevada  corporation  with  no  material  operations.  The  shareholders  of  RJI
exchanged  all  of  the outstanding shares of common stock of RJI in an exchange
ratio  of  1  share  of  RJI  common  stock for 2,000  shares of common stock in
Ballynagee  Acquisition  Corp.  common  stock.

                                      F-20
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  H  -  CAPITAL  STOCK  (CONTINUED)

Immediately  following  the  merger,  Ballynagee  Acquisition  Corp. was renamed
eFinancial Depot. Com, Inc. and in June, 2001, the Company's name was changed to
Collaborative  Financial  Network  Group,  Inc.

In  December,  1999,  the Company's Board of Directors approved a four (4) share
for  one (1) common stock dividend.  Share amounts presented in the consolidated
balance  sheets  and consolidated statements of stockholders' equity reflect the
actual  share  amounts  outstanding  for  each  period  presented.

NOTE  I-STOCK  OPTIONS  AND  WARRANTS

The  following  table  summarizes  the  changes  in  options outstanding and the
related  prices  for  the  shares  of the Company's common stock issued to a key
employees  and  Directors  of  the  Company

<TABLE>
<CAPTION>



                                  Number       Weighted Average        Number of
                                  of shares       Exercise Price  Shares Exercisable
                                  ---------    -----------------  ------------------
<S>                               <C>           <C>                <C>
OUTSTANDING AT DECEMBER 31, 1999           -   $               -                  -
                                  ==========   =================   ================
Granted                            1,635,000                 .25          1,635,000
Exercised                                  -                   -                  -
Cancelled                                  -                   -                  -
                                  ----------   -----------------  -----------------
OUTSTANDING AT MARCH 31, 2000      1,635,000                   -          1,635,000
                                  ==============================  =================
Granted                                    -                   -                  -
Exercised                                  -                 .25                  -
Cancelled                                  -                   -                  -
                                  ----------   ------------------  ----------------
OUTSTANDING AT MARCH 31, 2001      1,635,000  $              .25          1,635,000
                                  ==========  ==================   ================
</TABLE>

For  disclosure  purposes the fair value of each stock option grant is estimated
on  the  date of the grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used for stock options granted during the
year  ended  March 31, 2001 and three months ended March 31, 2000, respectively:
annual  dividends of $0.00 for both years, expected volatility of 50%, risk free
interest  rate  of  6.0%  an  expected  life  of  two years for all grants.  The
weighted-average  fair values of the stock options granted during the year ended
March  31,  2001  and the three months ended March 31, 2000 were $ .00 and $.08,
respectively.

                                      F-21
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE  I-STOCK  OPTIONS  AND  WARRANTS  (CONTINUED)

If  the  Company recognized compensation cost for the employee stock option plan
in  accordance  with SFAS No. 123, the Company's pro forma net loss and net loss
per  share  would have been  $(2,693,821) and $(.22)  for the three months ended
March  31,  2000.

NOTE  J  -  COMMITMENTS  AND  CONTINGENCIES

Lease  Commitments
------------------

The  Company  leases  office  space  on  a  month-to-month basis in Los Angeles,
California  from  an entity controlled by an individual related to a significant
shareholder  of  the  Company.  The  Company  also  subleases  office  space  in
Vancouver,  British  Columbia from an entity whose significant shareholder is an
officer  of  the  CompanyThe  Company  also  subleases office space in Calgary,
Alberta  as  well  as  Garden  City,  New York.  The future minimum annual lease
payments  in  excess  of  one  year  were  as  follows:

                                 Year               Amount
                                 ----             --------
                                 2001             $227,013
                                 2002              205,182
                                 2003              166,418
                                 2004 and after    303,846
                                                  --------
                                                  $902,459
                                                  ========

Operating  Leases
-----------------

The Company leases office equipment for its' operations in Calgary Alberta.  The
future  minimum  annual  lease  payments  in excess of one year were as follows:

                                 Year               Amount
                                 ----             --------
                                 2001             $ 10,734
                                 2002               15,217
                                 2003               11,301
                                 2004 and after     27,491
                                                  --------
                                                  $ 64,743
                                                  ========

                                      F-22
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  J  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Litigation
----------

In  October  2000,  DLN  Financial  filed  a  complaint  against the Company and
Trade-Fast,  Inc. in San Diego Superior Court. The complaint alleges a breach of
contract  and seeks payment of $2,800,000, plus costs and attorney's fees.   The
Company  believes  that it has meritorious defenses and it intends to vigorously
defend  itself against the Plaintiff's claims.  Management believes the ultimate
outcome  of this matter will not have a material adverse effect on the Company's
consolidated  financial  position  or  results  of  operations.

The Company is also subject to other legal proceedings and claims which arise in
the  ordinary  course of its business.  Although occasional adverse decisions or
settlements  may  occur, the Company believes that the final disposition of such
matters will not have material adverse effect on its financial position, results
of  operations  or  liquidity.

Consulting/Employment  Agreements
---------------------------------

The  Company  has  employment  agreements with the Company's President and Chief
Executive Officer, Chairman of the Board of Directors, Chief Technology Officer,
Chief  Operating  Officer  and  the  former owners of Westcor Mortgage, Inc.  In
addition  to  salary  and  benefit  provisions,  the  agreement includes defined
commitments  should the employee terminate the employment with or without cause.

The  Company has consulting agreements with outside contractors, certain of whom
are  also  Company  stockholders.  The Agreements are generally for a term of 12
months  from  inception  and  renewable  automatically  from year to year unless
either  the  Company or Consultant terminates such engagement by written notice.


License  and  Royalty  Agreements
---------------------------------

The  Company  has  entered into a Royalty Agreement with an entity controlled by
significant shareholders of the Company. The Agreement, which allows the Company
to use proprietary  'day trading' software,  requires royalty payments priced on
a per trade basis. The Agreement has no fixed term and is contingent upon use of
the  software.

                                      F-23
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  J  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Trade-Fast  Management  Services  Agreement  and  Development
-------------------------------------------------------------

The  Company has entered into an informal management services agreement with the
former  owners  of  Trade-fast, Inc. pursuant to which the Company will pay fees
equal  to  30% in 2001, and 20% thereafter of net profits (as defined) earned by
the  Trade-Fast,  Inc.  subsidiary.

In  accordance  with  the  Trade-Fast  Acquisition  Agreement  (see Note B), the
Company  is  obligated  to  invest  $2,500,000,  subject  to adjustments, in the
further  development  of  the  Trade-Fast  business  segment.

Subject  to  certain  conditions  and  regulatory  approvals, the Company has an
option  to  purchase  New  World  Securities, Inc., from its owners for $ 1, and
other  good  and  valuable  consideration  (see  Note  B)

NOTE  K-NET  INCOME  PER  COMMON  SHARE

The  following  table  presents  the computation of basic and diluted income per
share:

<TABLE>
<CAPTION>

                                                 MARCH 31, 2001     MARCH 31, 2000     DECEMBER 31, 1999
                                                 ---------------     --------------    -----------------
<S>                                              <C>                <C>                <C>
Net income available for common shareholders     $  (23,802,889)    $ (2,563,021)      $          63,385
                                                 ===============     ==============    =================
Basic and fully diluted income per share         $        (1.31)    $      (0.21)      $            0.00
                                                 ===============    ==============     =================
Weighted average common shares outstanding            18,181,880        12,510,000            12,500,000
                                                 ===============    ==============    ==================
</TABLE>

Net  income  per  share  is  based upon the weighted average number of shares of
common  stock  outstanding  In  September,  1999, RJI shareholders exchanged for
common  stock  of the Ballynagee Acquisition Corp.  "Ballynagee") 1 share of RJI
common  stock for 2,000 shares of the Ballynagee common stock (See Note A).   In
December  1999,  a  four  (4) for one (1) stock dividend of the Company's common
stock  was  effected  (See Note H). Accordingly, all historical weighted average
share  and  per  share amounts have been restated to reflect this merger and the
stock  dividend

NOTE  L-SEGMENT  INFORMATION

The  Company's  operations  are  classified into three reportable segments: real
estate  financial services (including insurance activities), management services
and  consulting  fees.  The  Company's  three  reportable  segments  are managed
separately  based  on  fundamental  differences  in  their  operations.

                                      F-24
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  L-SEGMENT  INFORMATION  (CONTINUED)

The  real  estate  financial  services  segment  places  mortgages  secured  by
residential and commercial real estate to customers located primarily in Canada.
The  segment  also  provides  insurance  services  to  those  customers.

The  management  services  segment  provides services to New World Securities, a
registered  broker-dealer,  who licenses a securities trading platform providing
securities  trading services using proprietary software. The segment's customers
are  located  primarily  in  North  America.

The  consulting  segment  develops,  markets  and  operates an internet web site
devoted  to  the  research  of  U.S.  and  Canadian equity issues. The segment's
customers  are  located  primarily  in  North  America.

Segment  operating income is total segment revenue reduced by operating expenses
identifiable  with  that business segment.  Corporate includes general corporate
administrative  costs.

The  Company  evaluates performance and allocates resources based upon operating
income.  The  accounting  policies  of  the  reportable segments are the same as
those  described  in  the  summary  of  accounting  policies.  There  are  no
inter-segment  sales.

During  the  year  ended  March  31,  2001,  the  Company  recorded  a charge of
$12,753,685  and  $  1,419,257 for goodwill impairment related to its securities
trading and real estate financial services business segments, respectively. Both
segments  experienced  significant  changes  in  market conditions, which led to
substantial  declines  in  sales, operating margins and cash flows. In addition,
the  Company  recorded  a  charge  of  $ 2,247,300 for impairment related to the
development  of  the  Company's  interactive  internet  web  site.  Management
determined  that  a significant impairment of the intangible assets had occurred
and an impairment charge was required because estimated fair value was less than
the  carrying  value  of  the  assets.

<TABLE>
<CAPTION>


                                              YEAR ENDED           THREE MONTHS           YEAR ENDED
                                              MARCH 31, 2001     ENDED MARCH 31, 2000     DECEMBER 31, 1999
                                              --------------     --------------------     -----------------

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

REVENUES:
Real estate financial services                 $    454,767      $               -         $        -
Management services                               2,708,889                      -                  -
Consulting fees                                           -                 15,200          1,197,813
                                               -------------     -----------------          ----------
    TOTAL SALES                                 $  3,163,656     $          15,200         $1,197,813
                                               =============     =================         ===========

OPERATING LOSS:
Real estate financial services                   (2,021,660)                     -                  -
Management services                             (16,251,676)                     -                  -
Consulting and other                               (255,713)                     -            170,938
Corporate General and Administrative Expenses    (5,219,776)           (2,648,420)                  -
                                               -------------          ------------          ----------
TOTAL SEGMENT OPERATING INCOME   (LOSS)        $(23,748,825)     $     (2,633,220)          $ 170,938
                                               =============     =================          ==========
</TABLE>

                                      F-25
<PAGE>
                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  L-SEGMENT  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>



                                          MARCH 31, 2001        MARCH 31,2000       DECEMBER 31, 1999
                                          ---------------  ----------------------  ------------------
<S>                                       <C>              <C>                     <C>
SEGMENTS ASSETS:
Real estate financial services            $       138,445  $                    -  $                -
Management services                                75,167                       -                   -
Consulting                                              -                       -                   -
Corporate                                         278,172                 512,510             267,446
                                          ---------------  ----------------------  ------------------
    TOTAL SEGMENT ASSETS                  $       491,784  $              512,510  $          267,446
                                          ===============  ======================  ==================

CAPITAL EXPENDITURES
Real estate financial services                         -                       -                   -
Management services                                    -                       -                   -
Consulting                                             -                       -                   -
Corporate                                              -                   4,564               7,462
                                          ---------------  ----------------------  -----------------
     TOTAL CAPITAL EXPENDITURES           $            -   $                4,564  $           7,462
                                          ===============  ======================  =================

DEPRECIATION AND AMORTIZATION
Real estate financial services                   190,073                       -                   -
Management services                              570,000                       -                   -
Consulting                                             -                       -                   -
Corporate                                         90,858                  18,106               3,520
                                          ---------------  ----------------------  -----------------
     TOTAL DEPRECIATION AND AMORTIZATION  $       850,931  $               18,106  $           3,520
                                          ===============  ======================  =================
</TABLE>

NOTE  M  -  SUBSEQUENT  EVENTS

In  May  2001, the Company issued 2,885,000 shares of restricted common stock in
exchange  for  previously  incurred  debt  in  the  amount  of  $  715,250.

In July 2001, the Company and the holder of the $3,100,000 convertible debenture
have  entered  into  an  informal  agreement  to  restructure  the  terms of the
outstanding  convertible  debenture  under  the  following terms and conditions:

-     Twenty percent (20%) of any proceeds from financing activities received by
      the  Company  in  excess  of  $3,000,000  shall  be paid  to the Debenture
      Holder.
-     Payment  received  shall  be applied first to accrued and unpaid interest,
      the  balance,  if  any  to  unpaid  principal

                                      F-26
<PAGE>

                   COLLABORATIVE FINANCIAL NETWORK GROUP, INC.
                      (FORMERLY EFINANCIAL DEPOT.COM, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  M  -  SUBSEQUENT  EVENTS  (CONTINUED)

-     Penalties accrued under the Registration Rights Agreement shall be limited
      to the equivalent of  1,700,000  shares  of  the  Company's  common  stock

-     In  exchange for the 1,700,000 shares, the Debenture Holder shall exchange
      $425,000  of  the  debentures  for 1,700,000  shares  at  a price equal to
      $.25 per share.  In  connection with the modification, the  Company  shall
      issue a new Debenture  in  the  amount  of  $425,000
-     The  Debenture  shall  be  amended  to  provided  for  a  $1.00  per share
      conversion  price
-     The  Debenture  Holder  shall  agree  to a lock-up of its converted shares
      until  the  Debenture,  plus  accrued  interest  is  paid  in  full

-     The  Debenture Holder shall forbear exercising any default under the terms
      of  the  Debenture  Agreement  until  October  15,  2001

NOTE  N   -GOING  CONCERN

The  accompanying  statements have been prepared on a going concern basis, which
contemplates  the  realization  of assets and the satisfaction of liabilities in
the  normal course of business.  As shown in the financial statements during the
year ended March 31, 2001 and the three months ended March 31, 2000, the Company
incurred  losses  from  operations of $23,802,889 and $ 2,563,021, respectively.
These  factors  among  others  may  indicate  that the Company will be unable to
continue  as  a  going  concern  for  a  reasonable  period  of  time.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable  operations  and  resolve  its  liquidity  problems.  Management
anticipates  the Company will attain profitable status and improve its liquidity
through  the  continued  developing,  marketing  and selling of its products and
additional  equity  investment  in  the  Company.  The  accompanying  financial
statements  do  not include any adjustments that might result should the Company
be  unable  to  continue  as  a  going  concern.

In  order  to  improve the Company's liquidity, the Company is actively pursuing
additional  equity  financing  through  discussions  with investment bankers and
private  investors.  There can be no assurance the Company will be successful in
its  effort  to  secure  additional  equity  financing.

NOTE  O  -  RESTATEMENT  OF  FINANCIAL  STATEMENTS

The  Company  has  restated  its  consolidated financial statements for the year
ended  March  31, 2001, the three months ended March 31, 2000 and the year ended
December  31,  1999  to  correct  misprints in the electronic version previously
filed  with  the Company's Annual Report on Form 10-KSB for the year ended March
31,  2001  filed with the Securities and Exchange Commission.  The correction of
the  errors  did  not  change  the  Company's  financial  condition,  results of
operations  or  cash  flows  for the year ended March 31, 2001, the three months
ended  March  31,  2000,  and  the  year  ended  December  31,  1999.



                                      F-27
<PAGE>