SECURITIES EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                            Annual Report Pursuant to

                       the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2000
                        Commission file number 0-114873

                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

   Colorado                                           84-1251078
------------------------                          --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

           402 NORTH CARROLL AVENUE, SUITE 110, SOUTHLAKE, TEXAS 76092
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 817-410-3780

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

                            Title of each class: None

                 Name of each exchange on which registered: N/A

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

                    Title of each class: Common No Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                      Yes  X           No
                         -----           ------

Check if 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. X
                -----

State issuer's revenues for its most recent fiscal year. $878,551



                                        1

<PAGE>

Transitional Small Business Disclosure Format:

                             ______ Yes ___X____ No

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2000: $1,700,000

Number of outstanding shares of the registrant's no par value common stock, as
of December 31, 2000: 19,871,328


                                        2

<PAGE>

                                TABLE OF CONTENTS

                                     PART I

                                                                      Page

Item 1.      Business ..................................                4

Item 2.      Properties ................................                16

Item 3.      Legal Proceedings..........................                16

Item 4.      Submission of Matters to a Vote of
             Security Holders..........................                 16

                                     PART II

Item 5.      Market for Registrant's Common Stock and

             Security Holder Matters ..................                 17

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

             Operations ...............................                 18

Item 7.      Financial Statements and Supplementary Data..              18

Item 8.      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure.....                19

                                    PART III

Item 9.      Directors and Executive Officers of the

             Registrant.................................                20

Item 10.     Executive Compensation......................               24

Item 11.     Security Ownership of Certain Beneficial
             Owners and Management......................                26

Item 12.     Certain Relationships and Related
             Transactions...............................                27

                                     PART IV

Item 13.     Exhibits, Financial Statement Schedule
             and Reports on Form 8-K....................                27

             Index......................................                28

             Signature Page ..........................                  29


                                        3

<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

     Pursuant to the Plan and  Agreement  of Merger  dated  November  21,  2000,
between Comercis, Inc., a Delaware corporation,  ("Comercis") and Rocky Mountain
Financial Enterprises,  Inc., a Colorado corporation ("RMFE") RMFE exchanged .85
shares of common stock of RMFE for each of the  outstanding and issued shares of
Comercis,   for  a  total  of  18,234,805  shares.  In  addition,   RMFE  issued
Shareholders  of Comercis a Warrant to purchase an additional .25 shares of RMFE
for $0.01 for each share of Comercis  previously owned, for a total of 5,363,178
additional shares.

     On November  21,  2000,  the Board of  Directors  of Comercis by  unanimous
consent adopted the Plan of Merger. No shareholder approval was required by RMFE
as a result of Comercis' purchase of 90.5% of the authorized stock on October 7,
2000. On December 13, 2000 the Comercis Shareholders at their Special Meeting of
Shareholders  approved the Plan and Agreement of Merger whereby  Comercis merged
into Rocky  Mountain  Financial  Enterprises,  Inc. The merger was  completed in
December  2000.  The  transaction  was  intended to qualify as a  reorganization
within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended ("IRC").

     Comercis,  Inc.  ("Comercis" or the "Company"),  was founded in 1998 and is
based in  Southlake,  Texas.  The Company was founded to develop  software  that
provides the concept, creation, execution, promotion and management of web-sites
for small businesses.  The Company attempted to deploy its  business-to-business
internet  applications  through Internet Service Providers (ISP's),  Application
Service  Providers  (ASP's),   Competitive  Local  Exchange  Carriers  (CLEC's),
independent  yellow  page  directory   publishers,   business  associations  and
tradeshow   organizations   around  the  world.   Comercis   owns  two  inactive
subsidiaries, Netcities.com and eTradeshow.com.

     Due to the internet business collapse,  all businesses being attempted have
been  suspended.  The Company is now seeking other  business  opportunities  for
acquisition  or  merger.  At the  date of  this  report  no  targets  have  been
identified nor are any negotiations in process.

                                        4

<PAGE>

General
-------

     The  Company  was  incorporated  under the laws of the State of Colorado on
December 2, 1993, and is in the early  developmental and promotional  stages. To
date the  Company's  activities  have  been  organizational  ones,  directed  at
developing its business plan and raising its initial capital. From the period of
1994 through 1996, the company had minimal revenues from consulting  services as
to methods of obtaining  financing debt and equity for client  businesses in the
start-up stage. It prepared a Registration Statement for a public offering under
the  Securities  Act of 1933 but never made it effective and it was withdrawn in
1995. The company has ceased,  in 1997, all consulting  activities.  The company
has no  commercial  operations  as of date hereof.  The company had no full-time
employees  and owned no real estate  until  October  2000 when it entered into a
transaction to merge with Comercis, Inc.

     Comercis,  Inc.  ("Comercis" or the "Company"),  was founded in 1998 and is
based in  Southlake,  Texas.  The Company was founded to develop  software  that
provides the concept, creation, execution, promotion and management of web-sites
for small  businesses.  On November 21, 2000, the Board of Directors of Comercis
by unanimous  consent  adopted the Plan of Merger.  No shareholder  approval was
required by RMFE as a result of  Comercis'  purchase of 90.5% of the  authorized
stock on October 7, 2000.  On December  13, 2000 the  Comercis  Shareholders  at
their Special Meeting of Shareholders  approved the Plan and Agreement of Merger
whereby  Comercis  merged into Rocky Mountain  Financial  Enterprises,  Inc. The
merger was completed in December 2000.  Comercis was founded to develop software
that provides the concept,  creation,  execution,  promotion  and  management of
web-sites   for  small   businesses.   The  Company   attempted  to  deploy  its
business-to-business  internet  applications  through Internet Service Providers
(ISP's),  Application  Service  Providers  (ASP's),  Competitive  Local Exchange
Carriers  (CLEC's),  independent  yellow  page  directory  publishers,  business
associations  and tradeshow  organizations  around the world.  Comercis owns two
inactive subsidiaries, Netcities.com and eTradeshow.com.

     Due to the internet business collapse,  all businesses being attempted have
been  suspended.  The Company is now seeking other  business  opportunities  for
acquisition  or  merger.  At the  date of  this  report  no  targets  have  been
identified nor are any negotiations in process.

     The Company is currently a "shell"  company and its only  current  business
plan is to seek, investigate,  and, if warranted, acquire one or more properties
or  businesses,  and to pursue  other  related  activities  intended  to enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity,  such as a corporation,  joint venture,  or  partnership.  The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such  business  opportunity.  The Company  intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

        It is anticipated that the Company's officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate  finance  matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given that no funds that are available for  acquisitions,  or that
any  acquisition  that occurs will be on terms that are favorable to the Company
or its stockholders.

        The  Company's  search will be directed  toward  small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  stock   exchange   (See   "Investigation   and   Selection   of  Business
Opportunities").   The  Company  anticipates  that  the  business  opportunities
presented to it will (i) be recently organized with no operating  history,  or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept;  or (v) have a combination of the
characteristics   mentioned  in  (i)  through  (iv).  The  Company   intends  to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.

                                        5

<PAGE>

     The  Company  does not  propose  to  restrict  its  search  for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

     As a consequence of this  registration of its securities,  any entity which
has an interest in being  acquired by, or merging into the Company,  is expected
to be an entity that desires to become a public  company and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued  by the  Company  or  purchased  from the  current
principal shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased  from the current  shareholders,  the  transaction is very
likely to result in  substantial  gains to them relative to their purchase price
for such stock.  In the Company's  judgment,  none of its officers and directors
would thereby become an "underwriter" within the meaning of the Section 2(11) of
the  Securities Act of 1933, as amended.  The sale of a controlling  interest by
certain  principal  shareholders  of the Company  could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.

        Depending upon the nature of the  transaction,  the current officers and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

        It is anticipated that business opportunities will come to the Company's
attention from various  sources,  including its officer and director,  its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

                                        6

<PAGE>

        The  Company  does not  foresee  that it would  enter  into a merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Colorado law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as
to the  contract  or  transaction  are  disclosed  or are  known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or

2. The material facts as to the relationship or interest of the affiliate and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

3. The  contract or  transaction  is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities

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

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily  responsible for the implementation  of, required changes.  Because
the Company may  participate in a business  opportunity  with a newly  organized
firm or with a firm  which is  entering  a new  phase of  growth,  it  should be
emphasized that the Company will incur further risks, because management in many
instances  will not have proved its  abilities  or  effectiveness,  the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.

     It is anticipated that the Company will not be able to diversify,  but will
essentially  be limited to one such  venture  because of the  Company's  limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

                                        7

<PAGE>

     It is emphasized  that  management  of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of the  Company's  President,  who is not a  professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has no current plans to use any outside  consultants  or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors,  the services to be provided,
the term of service,  or  regarding  the total  amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:

1. Potential for growth and  profitability,  indicated by new  technology,
anticipated market expansion, or new products;

2. The Company's  perception of how any particular business  opportunity will be
received by the investment community and by the Company's stockholders;

3. Whether,  following the business combination,  the financial condition of the
business  opportunity  would be, or would  have a  significant  prospect  in the
foreseeable  future of  becoming  sufficient  to enable  the  securities  of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the  Securities  and  Exchange  Commission.  See "Risk  Factors - The  Company -
Regulation of Penny Stocks."

                                        8

<PAGE>

4. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

5. The extent to which the business opportunity can be advanced;

6.  Competitive  position  as compared to other  companies  of similar  size and
experience  within the  industry  segment as well as within  the  industry  as a
whole;

7. Strength and diversity of existing  management,  or management prospects that
are scheduled for recruitment;

8. The  cost of  participation  by the  Company  as  compared  to the  perceived
tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.

    In regard to the  possibility  that the shares of the Company  would qualify
for listing on NASDAQ,  the current  standards include the requirements that the
issuer of the  securities  that are sought to be listed have total  assets of at
least $4,000,000 and total capital and surplus of at least $2,000,000. Many, and
perhaps most, of the business  opportunities that might be potential  candidates
for a  combination  with the  Company  would  not  satisfy  the  NASDAQ  listing
criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

                                        9

<PAGE>

      The  Company is unable to predict  when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

     As part of the Company's  investigation,  the Company's  executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     It is  possible  that the range of  business  opportunities  that  might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock" regulations.

                                       10

<PAGE>

     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.

     There are no loan arrangements or arrangements for any financing whatsoever
relating to any business opportunities.

Form of Acquisition
-------------------

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

                                       11

<PAGE>

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter,  the Company  anticipates that it, and/or its officers
and  principal  shareholders  will  enter  into a  letter  of  intent  with  the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of

                                       12

<PAGE>

the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  the
inability of the Company to pay until an  indeterminate  future time may make it
impossible to procure goods and services.

     In all probability, upon completion of an acquisition or merger, there will
be a change in control through issuance of  substantially  more shares of common
stock.  Further, in conjunction with an acquisition or merger, it is likely that
management  may offer to sell a controlling  interest at a price not relative to
or  reflective  of any value of the shares  sold by  management,  and at a price
which could not be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation
-------------------------------------------

     The  Company  may  participate  in a business  opportunity  by  purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.

                                       13

<PAGE>

     Section  3(a)  of  the   Investment  Act  contains  the  definition  of  an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items).  The Company  intends to implement  its business  plan in a manner which
will  result  in the  availability  of this  exception  from the  definition  of
"investment company." Consequently, the Company's participation in a business or
opportunity  through the  purchase  and sale of  investment  securities  will be
limited.

     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.

     Any  securities  which the Company might acquire in exchange for its Common
Stock are  expected  to be  "restricted  securities"  within the  meaning of the
Securities Act of 1933, as amended (the "Act").  If the Company elects to resell
such  securities,  such sale cannot proceed unless a registration  statement has
been  declared  effective  by  the  Securities  and  Exchange  Commission  or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

     An acquisition made by the Company may be in an industry which is regulated
or  licensed  by  federal,  state or local  authorities.  Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.

Competition
-----------

     The Company expects to encounter substantial  competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive  business  opportunities.  The Company also will possibly  experience
competition  from other public "blank check"  companies,  some of which may have
more funds available than does the Company.

                                       14

<PAGE>

No Rights of Dissenting Shareholders
------------------------------------

     The Company does not intend to provide Company  shareholders  with complete
disclosure  documentation  including audited financial statements,  concerning a
possible  target  company  prior  to  acquisition,   because  Colorado  Business
Corporation  Act vests authority in the Board of Directors to decide and approve
matters  involving  acquisitions  within certain  restrictions.  Any transaction
would be structured as an acquisition,  not a merger,  with the Registrant being
the parent company and the acquiree being merged into a wholly owned subsidiary.
Therefore, a shareholder will have no right of dissent under Colorado law.

No Target Candidates for Acquisition
------------------------------------

     None  of the  Company's  Officers,  Directors,  promoters,  affiliates,  or
associates  have had any  preliminary  contact or  discussion  with any specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.

Administrative Offices
----------------------

     The  Company  currently  maintains a mailing  address at 402 North  Carroll
Avenue,  Suite 110,  Southlake,  Texas 76092. The Company's  telephone number is
817-410-3780.  Other than this mailing  address,  the Company does not currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of this mailing address.

Employees
---------

     The Company is a development  stage company and currently has no employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is seeking and  evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities. There is no current plan under which, remuneration may be paid to
or  accrued  for  the  benefit  of,  the  Company's  officers  prior  to,  or in
conjunction with, the completion of a business acquisition for services actually
rendered,  and the company has adopted a resolution  and policy which  precludes
payment of any  compensation  or finder's  fees to officers  or  directors.  See
"Executive   Compensation"   and  under  "Certain   Relationships   and  Related
Transactions."

                                       15

<PAGE>

Item 2.           Property
------------------------------

     The Company does not own any real property and has no long-term commitments
to lease any  space.  The  Company  currently  leases an  office  facility  on a
month-to-month  basis at 402 North Carroll Avenue,  Suite 110, Southlake,  Texas
76092.

Item 3.           Legal Proceedings
-----------------------------------

     The Company is a party to the following legal proceedings at year end 2000:

SCBP-A V. COMERCIS, INC.:

     This suit is by the landlord  from  Comercis'  former  headquarters  at 500
Nolen Drive in Southlake,  Texas. The Company abandoned the building on December
5, 2000.  Landlord has filed a motion for summary judgment for $800,000 of lease
termination  liability in this legal  action.  The  Company's  maximum  exposure
should be $800,000 if the summary judgment is granted by the courts.

QUALITY QUEST v. BUSINESS WEB, INC.

     This is a collection suit filed by a recruiting firm previously used by the
company, claiming unpaid compensation of at least $138,000. $120,000 of this was
paid in Comercis stock in accordance with Comercis' management's  interpretation
of the contract  with them.  Quality Quest is suing to force the Company to take
the stock back and give them cash. The total exposure is estimated by management
to be approximately $138,000, plus punitive damages such are awarded.

COMFORCE INFORMATION TECH v. COMERCIS, INC.

     This collection  suit is brought by another  recruiting firm seeking unpaid
commissions of $22,000, plus attorney fees of $5,000. They have already received
a judgement.

RCG INFORMATION TECHNOLOGY v. BUSINESS WEB, INC.

     RCG is suing for  payment of a past due note and breach of  contract in the
amount of  $190,219.86  arising out of unpaid  amounts  charged to Comercis  for
software and services.

COMPUTER STAFF v. COMERCIS, INC.

     Plaintiff  has  received  a  judgement  in the  amount of  $44,000  in this
collection suit.

GLYNN & FINLEY v. COMERCIS, INC.

     Plaintiff is suing for $7,914 in unpaid legal fees.

SUNRISE INTERNATIONAL LEASING v. COMERCIS, INC.

     Plaintiff is suing for unpaid  equipment  lease  payments and possession of
equipment totaling $428,834.

ACCOUNTING SOLUTIONS v. COMERCIS, INC.

     Plaintiff  seeks  $15,000  for  unpaid  amounts  on  services  rendered  to
Comercis.

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

     No matters were submitted  during the fiscal year covered by this report to
a vote of security  holders of the Company,  through the solicitation of proxies
or otherwise.

                                       16

<PAGE>

                                     PART II

Item 5.           Market for Registrant's Common Equity and Related  Stockholder
                  Matters
--------------------------------------------------------------------------------

     As of the date of this report,  management knows of no trading or quotation
of the Company's  common stock.  The range of high and low trade  quotations for
each fiscal quarter since the last report, as reported by the National Quotation
Bureau Incorporated, was as follows

                                 2000                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                1.00         .0625

                                 1999                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1998                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

* No quotations reported

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

     As of December  31,  2000,  there were 52 record  holders of the  Company's
common Stock.

     The Company has not declared or paid any cash dividends on its common stock
and does not anticipate paying dividends for the foreseeable future.

                                       17

<PAGE>

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

                 Financial Condition and Changes in Financial Condition
--------------------------------------------------------------------------------

     During 2000 Comercis pursued its business plan of developing  software that
provides the concept, creation, execution, promotion and management of web-sites
for small  businesses.  The pursuit of that plan was dependent  upon  continuing
infusions  of capital  in order to develop  the  Company's  products,  implement
marketing and sales strategies and produce and distribute the software products.
Unfortunately,  in the spring of 2000, the financial  markets  providing capital
for companies  such as Comercis  turned sharply  downward,  ending the Company's
ability to attract funding  sufficient to execute its business plan.  Throughout
the summer and fall of 2000, the Company pursued several revised  strategies for
developing  markets  for its  technology  assets and  attracting  the capital to
execute those strategies, with little success. In late 2000 the Company released
substantially all of its employees and suspended operations. The Company at year
end had no capital,  no cash,  and limited  assets.  The Company at year end was
totally illiquid and needed cash infusions from shareholders to provide capital,
or loans from any sources.

     Results of  Operations  for the year ended  December 31, 2000,  compared to
year ended December 31, 1999

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

     The Company  incurred  expenses  totaling  $14,056,823  in 2000 compared to
$9,319,298 in 1999. The Company had revenues in 2000 of $878,551 and $326,928 in
1999. The net loss for 2000 was  ($23,091,446) and ($8,993,734) in 1999. The net
loss per share was  ($1.36) in 2000 and  ($0.70) in 1999.  All  operations  were
suspended  at year end  2000  due to lack of  capital,  and  inability  to raise
capital.  The  Company  business  was  reliant on  internet  business  ideas and
expansion,  and when such market  declined,  the Company  businesses  failed.  A
continuation  of the trend of net losses  should be  expected to continue in the
future until some profitable  operations are achieved,  if ever any are acquired
or developed.

LIQUIDITY AND CAPITAL RESOURCES

     At year end,  the Company  had no cash and  virtually  no tangible  assets,
except leased or pledged computer equipment.  The Company needed and still needs
significant capital infusion to conduct any business  operations,  and it has no
operations  at  this  time.   The  current  debt  exceeds   current   assets  by
($10,638,363) and the Company is unable to carry on business of any type at this
time.

Item 7.           Financial Statements and Supplementary Data
-------------------------------------------------------------

                  Please refer to pages F-1 through F-17.

                                       18

<PAGE>

Item 8.           Changes  in  and  Disagreements  on  Accounting and  Financial
                  Disclosure
--------------------------------------------------------------------------------

(A)

     Michael B. Johnson & Company,  CPA's of Denver,  Colorado  were retained in
1996 as auditors for the Company for fiscal year 1995 and thereafter.

     In  connection  with the  merger of  Comercis,  Inc.  into  Rocky  Mountain
Financial Enterprises,  Inc., on February 1, 2001, the new Board of Directors of
RMFE has dismissed Michael Johnson & Co., LLC as its independent accountants.

     The  report  of  Michael  Johnson  & Co.,  LLC for the  December  31,  1999
financial  statements  contained an opinion which noted that  substantial  doubt
existed as to the  ability of RMFE to continue  as a going  concern.  Other than
that, the report  contained no adverse  opinion or disclaimer of opinion and was
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principle.

     The RMFE Audit  Committee  participated  in and  approved  the  decision to
change independent accountants.

     In  connection  with its audits for the two most  recent  fiscal  years and
through February 1, 2001, there have been no disagreements  with Michael Johnson
& Co.,  LLC on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope and procedures,  which disagreement,  if
not  resolved to the  satisfaction  of Michael  Johnson & Co.,  LLC,  would have
caused them to reference thereto in their report on the financial statements for
such years.

(B)   NEW INDEPENDENT ACCOUNTANTS

     The  Company  engaged  Jackson  &  Rhodes,  P.C.  as  its  new  independent
accountants as of February 1, 2001.  During the two most recent fiscal years and
through  February 1, 2001,  the Company has not consulted with Jackson & Rhodes,
P.C.  on items  which (1) were or  should  have  been  subject  to SAS 50 or (2)
concerned the subject  matter of a  disagreement  or  reportable  event with the
former auditor (as defined in Regulation S-K Item 304 (a) (2)).

                                       19

<PAGE>

                                    PART III

Item 9.           Directors  and  Executive  Officers   of  the  Registrant  and
                  Compliance with Section 16(a)
--------------------------------------------------------------------------------

     (a) The following  persons are currently serving as directors and Executive
Officers of the Company.  Certain  information  regarding  each  director is set
forth below, including each individual's  principal occupation,  and the year in
which  the  individual  was  elected a  director  of the  Company  or one of its
predecessor companies.

                                                                       Period of
                                                                      Service As
                                                                   An Officer Or

      Name                       Age         Position(s)         Director
---------------------------- -----------  ---------------------  ---------------
Chris Meaux                     32         President, CEO        Since October
                                           and Director          17, 2000

Robert W. Gallagher             37         Executive V.P.        Since October
                                           Secretary &           17, 2000
                                           Director

August J. Rantz, III            50         Chairman of the       Since October
                                           Board & Director      17, 2000

Kenneth F. Reimer               61         Director              Since October
                                                                 17, 2000
                                                                 (resigned 5/01)

Randall P. Stern                47         Director              Since October
                                                                 17, 2000
                                                                 (resigned 4/01)

Donald R. Schenkier             50         President & Director  Resigned
                                                                 October 2000

Gregory Boyd                    44         Secretary, Treasurer  Resigned
                                           and Director          October 2000

     The  directors  and  officers of the  Company  will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.

(b)  Identification of Certain Significant Employees.  None

(c)  Family Relationships.  None

                                       20

<PAGE>

(d)  Business Experience

     The following is a brief account of the business experience during the past
five years of each of the Company  directors and executive  officers,  including
principal  occupations  and  employment  during  that  period  and the  name and
principal  business  of any  corporation  or other  organization  in which  such
occupation and employment were carried on.

     CHRIS MEAUX, age 32, is President of Rocky Mountain Financial  Enterprises,
Inc.  as of  October  17,  2000.  He served as CEO of Rocky  Mountain  Financial
Enterprises,  Inc. until February 1, 2001. Mr. Meaux co-founded  Comercis,  Inc.
and served as its Chairman and Chief Executive  Officer since October 1998. From
1995 to 1998, Mr. Meaux was Director of e-commerce at Network  Associates,  Inc.
where he developed and executed  Network  Associates,  Inc.'s Internet  commerce
model.  Before that, he was Director of European  Distribution  and Retail Sales
for Network  Associates.  Prior to Network  Associates,  Mr.  Meaux was regional
manager for OCLI, a computer accessories manufacturer,  and regional manager for
Hyundai Electronics  America. Mr. Meaux attended Louisiana State University from
1986 to 1990.

     DR.  ROBERT  W.  GALLAGHER,  age 37,  has been  Executive  Vice  President,
Secretary  and Director of Rocky  Mountain  Financial  Enterprises,  Inc.  since
October 17, 2000. He co-founded Comercis and is Executive Vice President for and
a member of the board of  directors  of  Comercis,  Inc.  Dr.  Gallagher  was an
orthodontist  in the  Dallas-Fort  Worth area.  In January 1997,  Dr.  Gallagher
co-founded Orthosolutions, Inc., an orthodontics software company, and served as
its Vice President until March of 1998. Dr. Gallagher attended the University of
Texas at Arlington from 1982 to 1986 as a mechanical  engineering major. He then
attended  Dental School at the University of Texas at San Antonio (1986 to 1990)
where he received his D.D.S.  and Baylor College of Dentistry in Dallas where he
received his M.S. in Orthodontics.

     AUGUST J. RANTZ,  III, age 50, has been  Chairman of the Board and director
of Rocky  Mountain  Financial  Enterprises,  Inc. since October 17, 2000. He has
served as a Director of Comercis since February 1999. Mr. Rantz founded  Quality
Medical  Management  and serves as the Chief  Executive  Officer.  Mr. Rantz was
Chief  Executive  Officer  of  Phoenix  Medical  Management,   Inc.,  a  medical
management services organization.


                                       21

<PAGE>

     KENNETH F. REIMER,  age 61, has been director of Rocky  Mountain  Financial
Enterprises,  Inc.  since  October 17, 2000.  He is  currently  Chairman for two
entrepreneurial start-up ventures, Baker Bros American Deli and IvyGlen Schools.
He also provides strategic direction,  finance, and  policy/governance  advisory
services to CEO's  and/or  Boards of Directors  and  entrepreneurs.  Mr.  Reimer
served as President and CEO of  Furrs/Bishops,  Inc. and Roma Corp. from 1984 to
1996.  He was  E.V.P.  and Chief  Operating  Officer of  Lehndorff  Group and of
Reserve Life Insurance Company.  He served as E.V.P. and Chief Financial Officer
of Austin  Industries  and H.S.  Miller  Companies.  Mr.  Reimer  has a B.S.  in
Commerce-Accounting  from St. Edward's University (1961), an MBA in Finance from
Texas Tech  University  (1962) and a Ph.D.  in  Management  from Johnson & Wales
University, Providence, RI (1992). Mr. Reimer resigned in May 2001 as director.

     RANDALL P. STERN,  age 47, has been a director of the Company since October
17, 2000. Mr. Stern was a director of Comercis, Inc. since April 2000. Mr. Stern
has been a Managing  Director in the  Corporate  Finance  Department  of Burnham
Securities Inc., a New York-based  investment banking firm since 1995. Mr. Stern
has been involved in a number of early stage and venture capital raising efforts
as well as advisory assignments,  particularly in the healthcare and information
technology  industries.  From  1989 to 1995 Mr.  Stern  was  President  of Boone
Capital  Corp.,  an investment  banking firm which he founded,  specializing  in
providing  financial  advisory services to small,  privately held companies.  In
1988 Mr. Stern joined Marigold Enterprises,  Inc. where he headed up acquisition
and investment groups. From 1980 to 1988 Mr. Stern was a senior manager with DnC
America Banking  Corporation,  responsible for U.S. Loan  activities.  Mr. Stern
received his B.A. from  Middlebury  College (1975) and his M.B.A.  from New York
University (1978). Mr. Stern resigned in April 2001 as director.

                                       22

<PAGE>

Conflicts of Interest

     Members  of the  Company's  management  are  associated  with  other  firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

     Certain of the officers  and  directors  of the Company are  directors  and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting on behalf of the  Company or other  entities.  Conflicts  of
interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

     The officers and  directors  are, so long as they are officers or directors
of the Company,  subject to the restriction that all opportunities  contemplated
by the Company's plan of operation which come to their attention,  either in the
performance  of  their  duties  or in  any  other  manner,  will  be  considered
opportunities  of, and be made  available to the Company and the companies  that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director.  If the Company and
the companies with which the officers and directors are  affiliated  both desire
to take advantage of an opportunity, then the Board of Directors has agreed that
said opportunity  should be available to each such company in the order in which
such  companies  registered  or became  current in the filing of annual  reports
under the Exchange Act  subsequent  to January 1, 1997.  All directors may still
individually take advantage of opportunities if the Company should decline to do
so. Except as set forth above, the Company has not adopted any other conflict of
interest policy with respect to such transactions.

     The Company's Board of Directors has adopted a policy that the Company will
not seek a merger with,  or  acquisition  of, any entity in which any officer or
director  serves as an officer  or  director  or in which  they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

     There can be no assurance  that  management  will resolve all  conflicts of
interest in favor of the Company.

                                       23

<PAGE>

Item 10.          Executive Compensation
---------------------------------------------

     During the fall of 2000, the Company suspended payment of cash compensation
to all officers, accruing salaries on a non-interest-bearing basis.

     There are no plans pursuant to which cash or non-cash compensation was paid
or  distributed  during  the last  fiscal  year,  or is  proposed  to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------

                           Annual Compensation                 Awards
--------------------------------------------------------------------------------
Name and Principal   Year  Salary  Bonus  Other Annual Restricted    Securities
Position                   ($)     ($)    Compensation Stock Award(s) Underlying
                                          ($)                          Options/
                                                                        SARs (#)
--------------------------------------------------------------------------------
Chris Meaux          2000   175,000  0         0           0           187,500
President, CEO
--------------------------------------------------------------------------------
Robert W. Gallagher  2000   145,000  0         0           0           120,000
Executive V.P. &
Secretary
--------------------------------------------------------------------------------
Donald R. Schenkier, 1998      0     0         0           0              0
President,           1999      0     0         0           0              0
Director             2000      0     0         0           0              0
(resigned Oct. 2000)
--------------------------------------------------------------------------------
Gregory E. Boyd,     1998      0     0         0           0              0
Secretary,           1999      0     0         0           0              0
Treasurer, Director  2000      0     0         0           0              0
(resigned Oct. 2000)
--------------------------------------------------------------------------------

Option/SAR Grants Table (none)

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
value (None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

                                       24

<PAGE>

                  Directors' Compensation for Last Fiscal Year
                             -----------------------

Name                  Annual     Meeting  Consulting    Number     Number of
                      Retainer   Fees     Fees/Other    of         Securities
                      Fee ($)    ($)      Fees ($)      Shares     Underlying
                                                        (#)        Options
                                                                   SARs(#)
--------------------------------------------------------------------------------
A. Director          0             0        0            0              0
   Chris Meaux

B. Director
   Robert W.         0             0        0            0              0
   Gallagher

C. Director          0             0        0            0           150,000
   August J.
   Rantz, III

D. Director
   Kenneth F.        0             0        0            0           150,000
   Reimer

E. Director          0             0        0            0           150,000
   Randall P. Stern
   (resigned 4/01)

F. Director          0             0        0            0              0
   Donald R. Schenkier
   (resigned 2000)

G. Director
   Gregory E. Boyd   0             0        0            0              0
   (resigned 2000)


                                       25

<PAGE>

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

     The  following  table sets forth,  as of December 31,  2000,  the number of
shares of common stock owned of record and  beneficially by executive  officers,
directors and persons who hold 5.0% or more of the  outstanding  common stock of
the Company.  Also  included are the shares held by all  executive  officers and
directors as a group.


Title        Name and                    Amount and   *            Percent
  of         Address of                  Nature of                 of
Class        Beneficial Owner            Beneficial Interest       Class
-------      -------------------         -------------------       --------

Common       Chris Meaux                 4,193,153                  22%
             President, CEO & Director
             402 N. Carroll Ave.
             Suite #110
             Southlake, TX  76092


Common       Robert W. Gallagher         3,644,438                  19%
             Executive V.P./Secretary/Director
             402 N. Carroll Ave.
             Suite #110
             Southlake, TX  76092


Common       August J. Rantz, III        1,713,589                   9%
             Chairman of the Board & Director
             101 La Rue France
             Lafayette, LA  70508


Common       Kenneth F. Reimer             200,000                   1%
             Director
             (resigned May 2001)


Common       Randall P. Stern              357,600                   1.8%
             Director
             (resigned April 2001)


Common       Dan Hodges                  2,527,132                  13%
             202 27th Street
             Roanoke, VA  24014

Common       Patrick Dane                1,166,130                   6%
             350 Whitebridge Rd.
             Hampstead, NC  28443


             All Officers and           10,108,780                  52.8%
             Directors as a group
             (5 persons)


Each principal  shareholder has sole investment power and sole voting power over
the shares.

*(Includes options calculated under Sec. 13d (3))

                                       26

<PAGE>

Item 12.       Certain Relationships and Related Transactions

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

     Pursuant to the Plan and  Agreement  of Merger  dated  November  21,  2000,
between Comercis, Inc., a Delaware corporation,  ("Comercis") and Rocky Mountain
Financial Enterprises,  Inc., a Colorado corporation ("RMFE") RMFE exchanged .85
shares of common stock of RMFE for each of the  outstanding and issued shares of
Comercis,   for  a  total  of  18,234,805  shares.  In  addition,   RMFE  issued
Shareholders  of Comercis a Warrant to purchase an additional .25 shares of RMFE
for $0.01 for each share of Comercis  previously owned, for a total of 5,363,178
additional shares.

     On November  21,  2000,  the Board of  Directors  of Comercis by  unanimous
consent adopted the Plan of Merger. No shareholder approval was required by RMFE
as a result of Comercis' purchase of 90.5% of the authorized stock on October 7,
2000. On December 13, 2000 the Comercis Shareholders at their Special Meeting of
Shareholders  approved the Plan and Agreement of Merger whereby  Comercis merged
into Rocky  Mountain  Financial  Enterprises,  Inc. The merger was  completed in
December  2000.  The  transaction  was  intended to qualify as a  reorganization
within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended ("IRC").

                                     PART IV

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

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:

               10/10/00
               12/22/00

     2.   Exhibits:

               None

                                       27

<PAGE>

                                      INDEX

                                                      Form 10-K
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1               Articles of Incorporation           *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #0-114873

3.2               Amendment to Articles of            Incorporated by Reference
                  Incorporation                       to Registration Statement
                                                      10SB/12(g) #0-114873


3.2               Bylaws                              *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #0-114873


10.1              Plan & Agreement of Merger          *Incorporated by reference
                                                       to 8K12g3 dated December
                                                       22, 2000

10.2              Certificate of Merger - Colorado    *Incorporated by reference
                                                       to 8K12g3 dated December
                                                       22, 2000

10.3              Certificate of Merger - Delaware    *Incorporated by reference
                                                       to 8K12g3 dated December
                                                       22, 2000


                                       28

<PAGE>

                                   SIGNATURES:
                                   -----------
Pursuant to the  requirements  of Section 12 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:  May 17, 2001



                                  ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.

                                   /s/Chris Meaux
                                   ------------------------------------
                                   Chris Meaux, President & CEO

                                   /s/Robert W. Gallagher
                                   ------------------------------------
                                   Robert W. Gallagher, Executive Vice-President
                                      and Secretary

                                   /s/August J. Rantz, III
                                   ------------------------------------
                                   August J. Rantz, III, Chairman of the Board



                                   DIRECTORS:

                                   /s/Chris Meaux
                                   ------------------------------------
                                   Chris Meaux, Director

                                   /s/Robert W. Gallagher
                                   ------------------------------------
                                   Robert W. Gallagher, Director

                                   /s/August J. Rantz, III
                                   ------------------------------------
                                   August J. Rantz, III, Director





                                       29

<PAGE>

                   ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.

                                  AUDIT REPORT

                           DECEMBER 31, 2000 AND 1999

<PAGE>

                                 C O N T E N T S


     Independent  Auditors' Report . . . . . . . . . . . . . . . . . . .    F-2

     Consolidated Balance Sheet as of December 31, 2000  and 1999 .         F-3

     Consolidated Statement of Operations For The Year Ended
          December 31, 2000 and the Eleven Months Ended December 31, 1999 . F-4

     Consolidated Statement of Stockholders' Equity For The Years Ended
         December  31, 2000 and the Eleven Months Ended December 31, 1999   F-5

     Consolidated Statement of Cash Flows For The Years Ended
         December  31, 2000 and the Eleven Months Ended December 31, 1999 .  F-6

     Notes to the Consolidated Financial Statements . .. . .            F-7-F-17

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.

                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors

Rocky Mountain Financial Enterprises, Inc. and Subsidiaries

We have audited the accompanying  consolidated  balance sheets of Rocky Mountain
Financial  Enterprises,  Inc. and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of operations,  changes in stockholders'
equity  (deficit) and cash flows for the year ended  December 31, 2000,  and for
the  period  from  February  1,  1999 to  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 on
our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Rocky  Mountain
Financial  Enterprises,  Inc. and subsidiaries as of December 31, 2000 and 1999,
and the  results  of their  operations  and their  cash flows for the year ended
December 31, 2000, and for the period from February 1, 1999 to December 31, 1999
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company's significant operating losses and its working
capital and  stockholders'  equity  deficits raise  substantial  doubt about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/Jackson & Rhodes, P.C.
Dallas, Texas
May 14, 2001

                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                                 ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED BALANCE SHEET
                                                 DECEMBER 31, 2000 AND 1999

                                                           ASSETS
<S>                                                                          <C>                       <C>
                                                                                   2000                       1999
                                                                             -----------------         --------------------
Current assets:
      Cash                                                                                $ -                     $ 84,824
      Accounts receivable                                                                   -                      127,892
      Prepaid expenses                                                                      -                            -
                                                                             -----------------         --------------------
          Total current assets                                                              -                      212,716
                                                                             -----------------         --------------------
Property, plant and equipment:                                                              -
      Office and computer equipment                                                   774,064                      306,762
          Less accumulated depreciation                                              (172,505)                     (36,054)
                                                                             -----------------         --------------------
                                                                                      601,559                      270,708
                                                                             -----------------         --------------------
Other assets:
      Software technology, net of amortization (Note 3)                                     -                   10,083,071
      Deposits                                                                              -                      152,513
      Certificates of deposit - restricted                                            167,078                      160,983
      Advances to NewGold                                                                   -                       38,796
                                                                             -----------------         --------------------
          Total other assets                                                          167,078                   10,435,363
                                                                             -----------------         --------------------
          Total Assets                                                              $ 768,637                 $ 10,918,787
                                                                             =================         ====================

                                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
      Accounts payable                                                            $ 4,157,834                  $ 3,518,996
      Accrued liabilities                                                           1,082,608                      134,082
      Deferred Revenue                                                                      -                      120,973
      Notes payable                                                                 1,813,919                    2,003,000
      Secured Convertible Debt                                                      3,584,002                            -
      Notes payable to stockholders                                                         -                      634,398
                                                                             -----------------         --------------------
          Total current liabilities                                                10,638,363                    6,411,449
                                                                             -----------------         --------------------

Minority interest in subsidiary                                                             -                            -
Commitments and contingencies (Note 6)                                                      -                            -
Preferred stock of subsidiary - $.001 par; authorized 5,000,000 shares;
      383,050 shares outstanding at December 31, 2000 (Note 8)                              -                            -

Stockholders' equity (deficit) (Note 7):
      Common stock - no par; authorized 20,000,000 shares;
          19,871,328, and 16,751,621 issued and outstanding, respectively          22,781,369                      167,517
      Additional paid-in capital                                                            -                   13,899,470
      Accumulated deficit                                                         (32,651,095)                  (9,559,649)
                                                                             -----------------         --------------------
          Total stockholders' equity (deficit)                                     (9,869,726)                   4,507,338
                                                                             -----------------         --------------------
          Total liabilities and stockholders' equity (deficit)                      $ 768,637                 $ 10,918,787
                                                                             =================         ====================





                                See accompanying notes to consolidated financial statements.

                                                             F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENT OF OPERATIONS

<S>                                                         <C>                    <C>
                                                                   Year               February 1, 1999
                                                             December 31, 2000      to December 31, 1999
                                                            --------------------   -----------------------

Revenue                                                               $ 878,551                 $ 326,928
                                                            --------------------   -----------------------

Operating expenses:
      Sales and marketing                                             2,977,343                 4,149,817
      Research and development                                        1,486,196                 1,729,482
      Site services                                                   2,751,546                 1,100,498
      General and administrative                                      3,189,828                 1,644,859
      Provision for bad debts                                           102,345                    70,453
      Depreciation and amortization                                   3,549,565                   624,189
                                                            --------------------   -----------------------
          Total expenses                                             14,056,823                 9,319,298
                                                            --------------------   -----------------------
          Loss from operations                                      (13,178,272)               (8,992,370)

Other income (expense):
      Other income                                                        9,140                     6,622
      Minority interests in losses of subsidiary                        143,967                         -
      Other expense                                                    (332,223)                        -
      Abandonment of leasehold improvements                          (1,347,237)                        -
      Write-down of hardware and software no longer in use           (7,338,024)                        -
      Interest expense                                               (1,048,797)                    7,986
                                                            --------------------   -----------------------
          Net loss                                                $ (23,091,446)             $ (8,993,734)
                                                            ====================   =======================

Basic net loss per share                                                $ (1.36)                  $ (0.70)
                                                            ====================   =======================

Weighted average common shares outstanding                           16,974,819                12,881,866
                                                            ====================   =======================















                                   See accompanying notes to consolidated financial statements.

                                                                F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                    FOR THE YEAR ENDED DECEMBER 31, 2000 AND
                            FOR THE PERIOD FROM FEBRUARY 1, 1999 TO DECEMBER 31, 1999



                                                                      Additional
                                                Common Stock            Paid-In      Accumulated
                                             Shares       Amount        Capital        Deficit        Total
                                          ------------- ------------ -------------- -------------- ------------
<S>                                         <C>         <C>          <C>            <C>            <C>
Balance, January 31, 1999                    9,904,705     $ 99,047            $ -     $ (565,915)  $ (466,868)

Common stock issued for cash                 3,613,298       36,133      7,472,117              -    7,508,250

Common stock issued for commissions            356,658        3,567         (3,567)             -            -

Common stock issued to acquire
  software technology (Note 3)               2,315,000       23,150      6,395,800              -    6,418,950

Options exercised                              561,960        5,620         35,120              -       40,740

Net loss                                             -            -              -     (8,993,734)  (8,993,734)
                                          ------------- ------------ -------------- -------------- ------------
Balance, December 31, 1999                  16,751,621      167,517     13,899,470     (9,559,649)   4,507,338

Common stock issued for cash                 3,052,210       30,522      7,340,658              -    7,371,180

Common stock issued for
  Bridge loans                               1,252,991       12,530        614,001              -      626,531

Preferred stock of subsidiary issued
   for cash                                                                558,602              -      558,602

Common stock of subsidiary issued
  for services and interest                                                266,803              -      266,803

Purchase of public shell                     1,875,000            -       (272,500)             -     (272,500)

Conversion of debt to equity                   115,328        1,153        162,613              -      163,766

Revaluation of equity accounts for the acquisition
  of Rocky Mountain Financial               (3,175,822)  22,569,647    (22,569,647)             -            -

Net loss                                             -            -              -    (23,091,446) (23,091,446)
                                          ------------- ------------ -------------- -------------- ------------
Balance, December 31, 2000                  19,871,328  $ 22,781,369           $ -  $ (32,651,095) $(9,869,726)
                                          ============= ============ ============== ============== ============
















                          See accompanying notes to consolidated financial statements.

                                                       F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                            ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                      FOR THE YEAR ENDED DECEMBER 31, 2000 AND
                             FOR THE PERIOD FROM FEBRUARY 1, 1999 TO DECEMBER 31, 1999

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

Cash flows from operating activities:

    Net loss                                                                $ (23,091,446)           $ (8,993,734)
       Adjustments to reconcile net loss to
          net cash used in operating activities:
           Depreciation                                                           177,201                  32,260
           Amortization                                                         3,367,031                 591,929
           Issuance of stock for services and interest                            893,334                       -
           Write-off of Business Web de Mexico                                          -                 674,670
           Write-off of Netopia                                                 1,345,483                       -
           Write-off of Netgate                                                 5,430,557                       -
           Abandonment of leasehold improvement                                 1,347,237                       -
           Changes in operating assets and liabilities:
                Accounts receivable                                               127,892                (127,672)
                Deposits                                                          152,513                (147,600)
                Accounts payable and accrued liabilities                        2,012,364               2,502,892
                Deferred revenue                                                 (545,973)                120,973
                                                                     ---------------------   ---------------------
                Net cash used in operating activities                          (8,783,807)             (5,346,282)
                                                                     ---------------------   ---------------------

Cash flows from investing activities:

    Purchase of certificates of deposit                                            (6,095)               (160,983)
    Purchase of property and equipment                                         (1,855,289)               (285,616)
    Acquisition of software and other assets                                      (60,000)             (2,242,776)
    Advances to NewGold                                                            38,796                 (38,796)
                                                                     ---------------------   ---------------------
                Net cash used in investing activities                          (1,882,588)             (2,728,171)
                                                                     ---------------------   ---------------------

Cash flows from financing activities:

    Notes payable to stockholders                                                (681,898)                594,398
    Net change in notes payable                                                   (25,315)                      -
    Purchase of public shell                                                     (225,000)                      -
    Net change in convertible debt                                              3,584,002                       -
    Proceeds from issuance of warrants and stock                                7,929,782               7,548,990
                                                                     ---------------------   ---------------------
                Net cash provided by financing activities                      10,581,571               8,143,388
                                                                     ---------------------   ---------------------

Net increase in cash and cash equivalents                                         (84,824)                 68,935

Cash and cash equivalents, beginning of period                                     84,824                  15,889
                                                                     ---------------------   ---------------------

Cash and cash equivalents, end of period                                              $ -                $ 84,824
                                                                     =====================   =====================


Interest paid                                                                     $ 1,200                 $ 7,986
                                                                     =====================   =====================




                            See accompanying notes to consolidated financial statements.

                                                        F-6
</TABLE>
<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

1.   DESCRIPTION OF BUSINESS

     Rocky Mountain Financial Enterprises, Inc. (the "Company") was incorporated
     December  2, 1993 under the laws of the State of  Colorado  and had limited
     operating activity until October 2000 when it entered into a transaction to
     merge with  Comercis,  Inc.  Comercis,  Inc. was formed in January 2000 and
     succeeded to the business of Business Web Inc. d/b/a Comercis,  Inc., which
     was incorporated on October 1, 1998. Inasmuch as the business activities of
     Rocky Mountain Financial Enterprises,  Inc. were immaterial relative to the
     past business  activities  of Comercis,  Inc. and its  subsidiaries,  these
     financial statements present the historical financial position of Comercis,
     Inc. and its  subsidiaries  and the results of their  operations  and their
     cash flows.

     The  Company  was  founded  to create  software  to  provide  the  concept,
     creation,  execution,  promotion  and  management  of  web-sites  for small
     businesses.   The  Company  is  deploying   business-to-business   internet
     applications to internet service providers,  application service providers,
     competitive  local  exchange  carriers,  independent  yellow page directory
     publishers,  business  associations and tradeshow  organizations around the
     world. The Company operates two subsidiaries,  Netcities.com, which is 100%
     owned, and eTradeshow.com, which is 87% owned.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The Company's financial statements have been presented on the basis that it
     is a going concern,  which  contemplates  the realization of assets and the
     satisfaction of liabilities in the normal course of business. The Company's
     continuing net losses and working capital deficit raise  substantial  doubt
     about its ability to continue as a going concern.  The financial statements
     do not include any  adjustments  that might result from the outcome of this
     uncertainty. The Company is reporting cumulative net losses since inception
     of  $32,651,095  as of December  31,  2000.  The  following is a summary of
     management's plan to raise capital and generate additional operating funds.

     The Company is also engaged in  discussions  with  mezzanine  investors who
     have  tentatively  proposed  to  provide a $15  million  subordinated  debt
     facility to be used for the acquisition of yellow page directory publishers
     and secured debt  investors  who have  tentatively  proposed to acquire the
     Company's  interest  in its  eTradeshow.com,  Inc.  subsidiary  and advance
     secured  loans in an  aggregate  amount  of  $40,000,000.  As of May  2001,
     neither of these  proposed  transactions  had  progressed to the stage of a
     binding commitment. There can be no assurance that funds will ultimately be
     made available to the Company from either of these sources.

                                       F-7

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     USE OF ESTIMATES AND ASSUMPTIONS

     Preparation  of the  Company's  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.

     CASH AND CASH EQUIVALENTS

     For  statement  of cash flow  purposes,  the Company  considers  short-term
     investments  with  original  maturities  of three months or less to be cash
     equivalents.

     PROPERTY AND EQUIPMENT

     Property and  equipment are stated at cost.  Cost of property  renewals and
     betterments are capitalized;  costs of property maintenance and repairs are
     charged against operations as incurred.  Depreciation is computed using the
     straight-line method over the estimated useful lives of 5 to 7 years.

      SOFTWARE

     Capitalization  of  software  developed  begins upon the  establishment  of
     technological  feasibility for the product.  After  considering the factors
     related to technological  feasibility,  the Company has determined that all
     software development costs to date should be expensed. Software acquired in
     the Netgate and Netopia  acquisitions  (Note 3) have met the  technological
     feasibility criteria and have been capitalized. Software is being amortized
     using the greater of (a) the ratio that current gross  revenues bear to the
     total of current and  anticipated  future gross revenues for the product or
     (b) the straight-line method over the three-year estimated economic life of
     the software.

     INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting  Standards  No. 109,  "Accounting  for Income  Taxes"
     ("SFAS 109"). SFAS 109 utilizes the asset and liability method of computing
     deferred income taxes.  The objective of the asset and liability  method is
     to  establish  deferred  tax  assets  and  liabilities  for  the  temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  at enacted tax rates  expected to be in
     effect when such amounts are realized or settled.

                                       F-8

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
     and its majority owned subsidiaries. All significant inter-company balances
     and transactions are eliminated in consolidation.

     NET LOSS PER COMMON SHARE

     In March 1997, the Financial Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 128,  Earnings Per Share ("SFAS 128").
     SFAS 128 provides  for the  calculation  of basic and diluted  earnings per
     share.  Basic  earnings  per share  includes no dilution and is computed by
     dividing  net  income by the  weighted  average  number  of  common  shares
     outstanding  for the  period.  Loss per  common  share  was  calculated  by
     dividing the  Company's  net loss by the  weighted  average  common  shares
     outstanding.  Certain  common  stock  equivalents  were  excluded  from the
     calculation,  as such inclusion would have had an anti-dilutive effect. All
     references in the accompanying financial statements to the number of common
     shares and per-share  amounts for the periods  ended  December 31, 2000 and
     December  31,  1999 have  been  restated  to  reflect  the stock  splits as
     explained in Note 8.

     STOCK-BASED COMPENSATION

     The Company has issued stock options.  Compensation costs arising from such
     options  will  be  recorded  as  an  expense.   The  measurement  date  for
     determining compensation costs is the date of the grant.  Compensation cost
     is the excess,  if any,  of the market  value of the stock at date of grant
     over the amount the  employee  must pay to acquire  the stock.  The Company
     measures  compensation  costs using the  intrinsic  value  based  method of
     accounting for stock issued to employees.

3.   ACQUISITIONS

     In December 1999, the Company acquired Netgate Medical,  Inc.  ("Netgate"),
     including  its  Web-based  community  commerce  software  technology,   for
     2,000,000  common shares valued at  $6,000,000,  $2,500,000 in demand notes
     payable and warrants to purchase  1,000,000 shares of Comercis common stock
     at $7.00 per share,  expiring  December  31,  2004.  The  Company  has made
     payments  totaling  $1,075,000  on the  note  and has  made an offer to the
     shareholders  of Netgate to allow them to  exercise  1,000,000  warrants at
     $1.42 in  satisfaction  of the remaining  balance of the  $1,425,000  note.
     Holders of $163,766 in notes have  accepted the offer and  exercised  their
     warrants in exchange for common stock of the

                                       F-9

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

3.   ACQUISITIONS (CONTINUED)

     Company. The transaction was accounted for as a purchase.  Accordingly, the
     Company's  financial  statements include the operations of Netgate from the
     date of acquisition.  Under purchase  accounting,  the total purchase price
     ($8,500,000)  was  allocated to  software,  the only  significant  asset of
     Netgate.  The common  stock  issued was valued based on the market price of
     the  securities  over a  reasonable  period  of time  before  and after the
     companies  reached an  agreement  on the  purchase  price and the  proposed
     transaction was announced.  The common stock issued was valued based on the
     market price of the securities over a reasonable  period of time before and
     after the  companies  reached an agreement  on the  purchase  price and the
     proposed transaction was announced.

     Amortization  of the Netgate  software  amounted to $2,833,333 and $236,000
     for  the  periods   ended   December   31,  2000  and  December  31,  1999,
     respectively.  As of December 31, 2000, the Company had suspended  sales of
     products which incorporate the Netgate technology.  Accordingly, management
     determined  that the carrying value of the software  should be written down
     to its net  realizable  value  as  prescribed  by  Statement  of  Financial
     Accounting Standards No. 86, which it determined to be zero.

     The following  unaudited pro forma consolidated  information for the eleven
     months ended  December 31, 1999 gives effect to the Netgate  transaction as
     if it had occurred at the beginning of each period. The unaudited pro forma
     consolidated  information is presented for informational  purposes only and
     is not necessarily  indicative of the results of operations that would have
     been  achieved had the  transaction  been  completed as of the beginning of
     that period,  nor are they  indicative of the Company's  future  results of
     operations.

                                                        Eleven
                                                      Months Ended
                                                     December 31, 1999

              Revenues                                    $326,928
              Net loss                                ($11,354,846)
              Net loss per common share                     ($0.76)

     In May 1999,  the Company  acquired  certain  software from  Netopia,  Inc.
     ("Netopia") for $2,175,000. The Company has made payments of $1,900,000 and
     has accrued the  remaining  $275,000  of payments  due. As of December  31,
     2000, the remaining balance outstanding  amounts to $275,000.  Amortization
     of the software  amounted to $533,697  and  $355,819 for the periods  ended
     December 31, 2000 and December 31, 1999,  respectively.  The Company failed
     to pay the final installment of $275,000 due to Netopia,  even after demand
     was repeatedly  made. As a result,  Netopia  cancelled the software license
     and the remaining  carrying  value of $1,345,483 was charged to earnings as
     of December 31, 2000.

                                      F-10

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

 4.  NOTES PAYABLE AND CONVERTIBLE DEBT

     Notes payable are summarized as follows:

                                                   December 31,     December 31,
                                                    2000                 1999

              Note payable to Netgate for
              purchase of software technology
              (Note 3)                                $1,261,234     $1,900,000

              Note payable to equipment vendor           155,363             -

              Non interest bearing notes due to
              suppliers converted from accounts
              payable, due in January 2001              294,322              -


              Other debt                                103,000        103,000
                                                   ------------     ------------
                                                     $1,813,919     $2,003,000
                                                   ============     ============

     The note payable to an equipment vendor is secured by certain furniture and
     computer hardware, bears interest at 10% and was due on October 31, 2000.

     During the period ended December 31, 2000, the Company borrowed  $1,223,000
     through bridge loans. The original  maturity was 60 days after the issuance
     of the note and the note had an  interest  rate of 10%.  The  Company  also
     issued warrants to lenders to purchase  1,252,992 shares of common stock of
     the  Company  for a nominal  amount.  All of the  warrants  were  exercised
     immediately  and were  valued  at $.50 a share,  resulting  in a charge  to
     prepaid  interest  of  $626,531.   These  loans  were  converted  into  the
     convertible secured notes described below.

     Convertible  debt  at  December  31,  2000  consists  of 12%  notes  due in
     September 2001, is secured by substantially all of the Company's assets and
     is convertible  by the holder into shares of the Company's  common stock at
     $.50 per share. The Company has violated certain non-financial covenants in
     the security  agreement  related to the  convertible  secured debt, but has
     received a waiver of that non-compliance from the majority of debtholders.

                                      F-11

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

5.   INCOME TAXES

     Deferred taxes are determined  based on temporary  differences  between the
     financial  statement  and  income tax basis of assets  and  liabilities  as
     measured  by the  enacted  tax rates,  which  will be in effect  when these
     differences reverse.

     The Company has  recorded no income tax benefit due to the  existence  of a
     net operating  loss.  Net operating  loss  carryforwards  for tax purposes,
     which  will  expire,  if not  utilized,  beginning  in  2014,  amounted  to
     approximately  $32,000,000 at December 31, 2000. The Company has recorded a
     valuation  allowance  equal to the  deferred  tax asset  related to the net
     operating loss carryforwards each year.

     The components of the Company's deferred taxes were as follows:

                                                              December 31
                                                      2000                 1999

              Net operating loss carryforwards       $10,900,000     $3,400,000
              Deferred tax asset valuation           (10,900,000)    (3,400,000)
                  allowance                          -------------- ------------
                                                     $        -      $        -
                                                     ============== ============
 6.  COMMITMENTS AND CONTINGENCIES

     LEASES

     The  Company  leases  its  office  and  certain  equipment  under  terms of
     operating  leases.  As of December 31, 2000,  the Company was in default on
     substantially  all of its operating  leases.  Accordingly,  the Company has
     accrued the lease  termination  obligations,  included in accounts payable,
     capitalized  the related assets at their net  realizable  value and taken a
     charge to operations for the difference.

     In December  2000,  the Company  terminated its lease on its primary office
     facility.   It  is  negotiating  with  the  lessor  to  determine  a  lease
     termination  settlement amount,  which management estimates may range up to
     $800,000,  for  which  a  provision  has  been  made  in the  statement  of
     operations.  Additionally, the Company has vacated its leased premises at a
     data center and is negotiating a termination  settlement  with that lessor,
     which  management  believes will be  immaterial.  Rent expense  amounted to
     $1,221,000  and $108,000 for the periods ended  December 31, 2000 and 1999,
     respectively.

                                      F-12

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

 6.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  following   disclosure  of  the  estimated  fair  value  of  financial
     instruments is made in accordance  with the  requirements  of SFAS No. 107,
     "Disclosures about Fair Value of Financial Instruments." The estimated fair
     value amounts have been determined by the Company,  using available  market
     information  and  appropriate  valuation  methodologies.  The fair value of
     financial instruments classified as current assets or liabilities including
     cash and cash  equivalents,  receivables and accounts  payable  approximate
     carrying value due to the short-term maturity of the instruments.  The fair
     value of notes payable approximates carrying value based on their effective
     interest rates compared to current market rates.

     LITIGATION

     The  Company is involved as a  defendant  in certain  litigation  which has
     arisen in the ordinary  course of business.  Management  believes  that the
     resolution  of this  litigation  will not  have a  material  effect  on the
     Company's financial position or results of operations.

     CONCENTRATION OF CREDIT RISK

     The  Company  invests its cash  primarily  in  deposits  with major  banks.
     Certain  deposits  have been in excess of  federally  insured  limits.  The
     Company has not incurred losses related to its cash.

     UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Company did not and does not expect to encounter any significant matter
     which will  effect its  operations  arising  from the so called Y2K or Year
     2000 problem.

                                      F-13

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


7.   ACCOUNTING DEVELOPMENTS

     SFAS 133

     Statement of Financial  Accounting  Standards  (SFAS) 133,  "Accounting for
     Derivative Instruments and Hedging Activities,"  establishes accounting and
     reporting   standards  for  derivative   instruments,   including   certain
     derivative instruments embedded in other contracts,  (collectively referred
     to as derivatives) and for hedging  activities.  It requires that an entity
     recognize all  derivatives as either assets or liabilities in the statement
     of  financial  position and measure  those  instruments  at fair value.  If
     certain conditions are met, a derivative may be specifically  designated as
     (a) a hedge of the  exposure  to changes in the fair value of a  recognized
     asset or liability or an unrecognized  firm commitment,  (b) a hedge of the
     exposure to variable cash flows of a forecasted transaction, or (c) a hedge
     of  the  foreign  currency  exposure  of a  net  investment  in  a  foreign
     operation, an unrecognized firm commitment, an available-for sale security,
     or  a  foreign-currency-denominated  forecasted  transaction.  Because  the
     Company has no derivatives,  this accounting pronouncement has no effect on
     the Company's financial statements.

8.   STOCKHOLDERS' EQUITY

     During the period ended December 31, 1999,  the Company  raised  $7,708,250
     through the issuance of 3,613,298 common shares.  In connection  therewith,
     the Company paid fees to advisors,  including  $200,000 accrued to a member
     of the Board of Directors, which is still payable at December 31, 2000.

     See Note 3 regarding  the issuance of 2,315,000  shares of common stock for
     software technology during 1999.

     During the period ended December 31, 2000,  the Company  raised  $7,371,180
     through the issuance of 3,052,210 units which contained one share of common
     stock and a warrant  which  gives the holder of each  warrant  the right to
     purchase  one share of  Company  common  stock  for (see Note 9 During  the
     period ended  December 31, 2000,  the Company  issued  1,252,991  shares of
     common stock valued at $626,531 for prepaid interest in connection with the
     bridge loans (Note 4).

     During the period  ended  December  31, 2000,  the Company  issued  115,328
     shares of common stock to convert certain debt of the Company.

     The common  shares of the Company  issued for non-cash  consideration  have
     been  valued at the price for which the  Company  was selling its shares in
     private offerings at the time of each transaction.

                                      F-14

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

8.   STOCKHOLDERS' EQUITY (CONTINUED)

     During the period  ended  December  31,  2000,  the  Company's  subsidiary,
     eTradeshow.com ("eTradeshow"), issued 383,050 shares of preferred stock for
     $666,100 cash and issued shares of common stock representing  approximately
     10% of outstanding common shares for $303,371 in interest and services. The
     common shares were valued based upon an independent  third party valuation.
     The preferred  stock has no liquidating  preference and  participates  with
     common  stock in  earnings  of the  subsidiary.  Accordingly,  $143,967  in
     original minority interest was recorded, representing 13.1% of eTradeshow's
     original net worth.  This amount has been eliminated  through the statement
     of operations since  eTradeshow's  losses have resulted in a deficit in its
     stockholders' equity.

     The  Company's  Board of Directors  has  authorized  common stock splits of
     five-for-one and  three-for-two,  effective as of March 1, 1999 and June 4,
     1999,  respectively.  All share and per share  amounts in the  accompanying
     financial statements have been retroactively adjusted for the splits.

9.   STOCK OPTIONS

     The  Company  has  issued  compensatory  stock  options  to  employees  and
     directors. A summary of the status of stock options is set forth below:

<TABLE>
<CAPTION>
                                                Period Ended               Period Ended             Period Ended
                                               December 31, 2000        December 31, 1999          January 31, 1999
                                             --------------------     -----------------------       ----------------
<S>                                          <C>       <C>            <C>            <C>          <C>      <C>
                                                         Weighted                    Weighted              Weighted
                                                         Average                     Average               Average
                                                         Exercise                    Exercise              Exercise
                                             Shares*      Price         Shares*        Price      Shares*    Price
         ---------------------------------------------------------------------------------------------------------

         Outstanding, beginning of period   1,015,062      $1.75        281,250         $0.05        -
         Granted                            1,707,911      $0.85      1,651,272         $1.34     622,500   $0.05
         Exercised                                  -                 ( 471,960)        $0.17     (60,000)  $0.07
         Forfeited/expired                  ( 139,000)     $0.50      ( 445,500)        $0.82    (281,250)  $0.01
         -------------------------------------------------------------------------------------------------------
         Outstanding, end of period         2,583,973      $1.22      1,015,062         $1.75     281,250   $0.08
                                            =========                 =========                   ========
         Options  exercisable
            at end of period                  615,881      $0.50        491,751         $0.50     161,250   $0.05
                                            =========                 =========                   =======


     * The shares and exercise prices noted above are calculated on a pre-merger
     basis and have not taken into  account the .85 for 1 share  conversion  and
     the .25 share warrants into RMFE shares.  Upon full conversion and exercise
     into RMFE shares, each share of Comercis common stock will be exchanged for
     1.1 shares of RMFE common stock.

</TABLE>

     Fair value for the stock  underlying  stock  options was  determined  using
     information  available  from other stock sale  transactions  at or near the
     grant date. In management's  opinion,  these  transactions  between willing
     parties  included  the best  information  available at the time of grant to
     estimate the market  value of the common  stock of the Company.  These fair
     values were used to  determine  the  compensatory  components  of the stock
     options granted.

                                      F-15

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

9.   STOCK OPTIONS (CONTINUED)

     Compensation  costs for employee options are recognized as an expense in an
     amount  equal to the  excess of the fair  market  value of the stock at the
     date of measurement  over the amount the employee must pay. The measurement
     date  is  generally  the  grant  date.  Under  this  method,  there  was no
     compensation expense for the periods ended December 31, 2000 and 1999.

     Using  the fair  value  method,  the fair  value  of each  option  grant is
     estimated on the date of grant using the Black-Scholes option pricing model
     with the following weighted-average  assumptions used for grants during the
     periods ended:  December 31, 1999: dividend yield of 0.0 percent;  expected
     volatility of 0 percent; risk free interest rates of 5.5 percent;  expected
     lives of two years;  December  31,  2000:  dividend  yield of 0.0  percent;
     expected volatility of 0 percent;  risk free interest rates of 5.5 percent;
     expected lives of two years.  Using the fair value method of FASB Statement
     123,  net loss and net loss per share would for the period  ended  December
     31, 1999 and January 31,  1999,  would have been  $(9,584,931)  and $(.74),
     respectively.  Using the fair value method of FASB  Statement 123, net loss
     and net loss per common  share for the year ended  December  31, 2000 would
     have been $(23,324,429) and $(1.17), respectively.

     The Company recorded an additional $101,960 in compensation  expense during
     the period  ended  December 31, 2000 under FASB  Statement  123 for options
     issued to non-employees.

     The Company has issued warrants to purchase its common stock,  generally in
     connection with offerings of debt and equity  securities,  acquisitions and
     purchase of services. See Notes 3, 4and 8. Additionally,  in December 1999,
     the Company granted  warrants to purchase  3,132,794 shares at $4 per share
     to a company with which it was terminating a merger agreement. All of these
     warrants expire at the end of 2004. The table below summarizes  outstanding
     warrants:

                                Exercise Price*                    Shares*
                            ----------------------------      ----------------
                             $0.50                                 2,632,863
                              1.67                                   207,997
                              3.00                                 3,849,166
                              4.00                                 4,237,753
                              7.00                                 1,000,000
                                                              ----------------
                                   TOTAL                          11,088,724
                                                              ----------------

     * The shares and exercise prices noted above are calculated on a pre-merger
     basis and have not taken into  account the .85 for 1 share  conversion  and
     the .25 share warrants into RMFE shares.  Upon full conversion and exercise
     into RMFE shares, each share of Comercis common stock will be exchanged for
     1.1 shares of RMFE common stock.

                                      F-16

<PAGE>

           ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

10.  NON-CASH TRANSACTIONS

     During the period ended  January 31,  1999,  the Company  issued  1,125,000
     shares of common stock for the purchase of a subsidiary (Note 3).

     During the period ended  December 31, 1999,  the Company  issued  2,315,000
     shares of common  stock and  $1,900,000  in debt and  $690000  in  accounts
     payable for software technology (Note 3).

     During the year ended December 31, 2000, the Company converted  $163,766 of
     debt into 115,328 shares of common stock.

     During the year ended  December  31,  2000,  the Company  issued  1,252,991
     shares of common stock as an incentive  for the Bridge  loans.  The Company
     recognized $626,531 in prepaid interest.

     During the year ended  December 31, 2000,  the Company  issued  $425,000 in
     notes payable to satisfy an equal amount of accounts payable.

                                      F-17