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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-QSB

(Mark One)

|/x/ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

For the three month period ended March 31, 2001

|/ / | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|--- | ---------------------------------------------------------------

For the transition period from  to

Commission file number 333-80849

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Sunhawk.com Corporation(Exact name of small business issuer as specified in its charter)

Washington(State or other jurisdiction of
incorporation or organization)

91-1568830(IRS Employer
Identification No.)


223 Taylor Ave. N., Suite 200, Seattle WA 98109-5017(Address of principal executive offices)

(206) 728-6063(Issuer's telephone number)

(Former
name, former address and former fiscal year, if changed since last report)

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Check
whether the issuer



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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes / / No / /

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 21, 2001 the
registrant had 0 shares of preferred stock outstanding, 3,656,080 shares of common stock and 733,758 shares Class A common stock outstanding.

Transitional
Small Business Disclosure Format (Check one): Yes / /  No /x/

SUNHAWK.COM CORPORATION  TABLE OF CONTENTS  Form 10-QSB

|                              |  |                                                                                                                                                 |  | Page 
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|PART I: FINANCIAL INFORMATION |  | 3                                                                                                                                              
|Item 1.                       |  | Condensed Consolidated Financial Statements                                                                                                     |  |      
|                              |  | Condensed Consolidated Balance Sheet as of March 31, 2001 (unaudited)                                                                           |  | 3    
|                              |  | Condensed Consolidated Statements of Operations for the three months and six months ended March 31, 2001 and 2000 (unaudited)                   |  | 4    
|                              |  | Condensed Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Loss for the six months ended March 31, 2001 (unaudited) |  | 5    
|                              |  | Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2001 and 2000 (unaudited)                                    |  | 6    
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements (unaudited)                                                                      |  | 7-14 
|Item 2.                       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                           |  | 15-18
|PART II: OTHER INFORMATION    |  | 18                                                                                                                                             
|Item 1.                       |  | Legal Proceedings                                                                                                                               |  | 18   
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                                                       |  | 18   
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                                 |  | 18   
|Item 4.                       |  | Submission of Matters to a vote of Security Shareholders                                                                                        |  | 18   
|Item 5.                       |  | Other Information                                                                                                                               |  | 19   
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                                                |  | 19   
|SIGNATURES                    |  | 20                                                                                                                                             

2

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PART IFINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUNHAWK.COM CORPORATION AND SUBSIDIARY  Condensed Consolidated Balance Sheet  (unaudited)

|                                                                       |                                                            | March 31, 2001                                                               |                           
|---------------------------------------------------------------------- | ---------------------------------------------------------- | ---------------------------------------------------------------------------- | --------------------------
|ASSETS                                                                 |                                                            |                                                                              |                           
|Current assets:                                                        |                                                            |                                                                              |                           
|                                                                       | Cash and cash equivalents                                  |                                                                              | $                         
|                                                                       | Short-term investments                                     |                                                                              |                           
|                                                                       | Accounts receivable                                        |                                                                              |                           
|                                                                       | Prepaid expenses                                           |                                                                              |                           
|                                                                       | Other current assets                                       |                                                                              |                           
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              | Total current assets      
|                                                                       |                                                            |                                                                              |                           
|Property and equipment, net                                            |                                                            |                                                                              | 214,832                   
|Other assets:                                                          |                                                            |                                                                              |                           
|                                                                       | Goodwill                                                   |                                                                              |                           
|                                                                       | Other purchased intangibles                                |                                                                              |                           
|                                                                       | Net assets of discontinued operations                      |                                                                              |                           
|                                                                       | Other assets                                               |                                                                              |                           
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              | Total other assets        
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              | Total assets              
|                                                                       |                                                            |                                                                              |                           
|LIABILITIES AND SHAREHOLDERS' EQUITY                                   |                                                            |                                                                              |                           
|Current liabilities:                                                   |                                                            |                                                                              |                           
|                                                                       | Line of credit                                             |                                                                              | $                         
|                                                                       | Accounts payable and accrued expenses                      |                                                                              |                           
|                                                                       | Amounts payable in connection with discontinued operations |                                                                              |                           
|                                                                       | Related party payable                                      |                                                                              |                           
|                                                                       | Notes payable to shareholder                               |                                                                              |                           
|                                                                       | Accrued interest to shareholder                            |                                                                              |                           
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              | Total current liabilities 
|                                                                       | Payable to Eller McConney LLC                              |                                                                              |                           
|Shares subject to redemption option in connection with CCS acquisition |                                                            |                                                                              | 3,337,500                 
|Shareholders' equity:                                                  |                                                            |                                                                              |                           
|                                                                       | Preferred stock, no par value:                             |                                                                              |                           
|                                                                       |                                                            | Authorized shares10,000,000; outstanding sharesnone                        |                           
|                                                                       | Common stock, no par value:                                |                                                                              |                           
|                                                                       |                                                            | Authorized shares30,000,000; outstanding shares3,656,080 at March 31, 2001 |                           
|                                                                       | Class A common stock, no par value:                        |                                                                              |                           
|                                                                       |                                                            | Authorized shares1,125,938; outstanding sharesNone at March 31, 2001       |                           
|                                                                       |                                                            | Foreign currency translation adjustment                                      |                           
|                                                                       |                                                            | Accumulated deficit                                                          |                           
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              | Total shareholders' equity
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              |                           
|                                                                       |                                                            |                                                                              |                           

See
accompanying notes to condensed consolidated financial statements.

3

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SUNHAWK.COM CORPORATION AND SUBSIDIARY  Condensed Consolidated Statements of Operations  (unaudited)

|                                                                    |                                                                                                                                                                                                               | Three months
ended March 31, |            | Six months
ended March 31, |        
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------- | -------------------------- | -------
|
|Sales                                                               |                                                                                                                                                                                                               | $                            | 43,593     |                            | $      
|Cost of goods sold                                                  |                                                                                                                                                                                                               |                              | 116,811    |                            |        
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        
|                                                                    |                                                                                                                                                                                                               | Gross loss                   |            |                            | (73,218
|Selling, general and administrative                                 |                                                                                                                                                                                                               |                              | 1,770,652  |                            |        
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        
|Loss from operations                                                |                                                                                                                                                                                                               |                              | (1,843,870 | )                          |        
|Other income, net                                                   |                                                                                                                                                                                                               |                              | 155,754    |                            |        
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        
|Net loss from continuing operations                                 |                                                                                                                                                                                                               |                              | (1,688,116 | )                          |        
|Discontinued operations:                                            |                                                                                                                                                                                                               |                              |            |                            |        
|                                                                    | Loss from operations of discontinued digital sheet music business                                                                                                                                             |                              |            |                           |        
|                                                                    | Loss on disposal of digital sheet music business including provision of $631,459 and $1,078,935 for operating losses during phase-out period over the three and six months ended March 31, 2001, respectively |                              |            | (982,259                   | )      
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        
|Net loss                                                            |                                                                                                                                                                                                               | $                            | (2,670,375 | )                          | $      
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        
|Net loss from continuing operations per share:                      |                                                                                                                                                                                                               |                              |            |                            |        
|                                                                    | Basic and diluted                                                                                                                                                                                             |                              | $          | (0.46                      | )      
|Net loss from discontinued operations per share:                    |                                                                                                                                                                                                               |                              |            |                            |        
|                                                                    | Basic and diluted                                                                                                                                                                                             |                              | $          | (0.27                      | )      
|Net loss per share:                                                 |                                                                                                                                                                                                               |                              |            |                            |        
|                                                                    | Basic and diluted                                                                                                                                                                                             |                              | $          | (.73                       | )      
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        
|Weighted average common shares for net loss per share computations: |                                                                                                                                                                                                               |                              |            |                            |        
|                                                                    | Basic and diluted                                                                                                                                                                                             |                              |            | 3,656,080                  |        
|                                                                    |                                                                                                                                                                                                               |                              |            |                            |        

See
accompanying notes to condensed consolidated financial statements.

4

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SUNHAWK.COM CORPORATION AND SUBSIDIARY  Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Loss  (unaudited)

|                                                                           |                                         | Common Stock |   |   |            |   |   |             |           
|-------------------------------------------------------------------------- | --------------------------------------- | ------------ | - | - | ---------- | - | - | ----------- | ----------
|
|
|Balance, September 30, 2000                                                |                                         | 3,015,717    |   |   | 19,554,022 |   |   | (8,630,132  | )         
|Issuance of shares of common stock to acquire CCS, net of costs            |                                         | 640,363      |   |   | 5,627,582  |   |   |            |           
|Issuance of warrants to purchase common stock to acquire CCS, net of costs |                                         |             |   |   | 1,184,946  |   |   |            |           
|Stock warrant based consulting expense                                     |                                         |             |   |   | 743,150    |   |   |            |           
|Comprehensive loss:                                                        |                                         |              |   |   |            |   |   |             |           
|                                                                           | Foreign currency translation adjustment |              |  |   |            |  |   |             |          
|                                                                           | Net loss                                |              |  |   |            |  |   |             | (7,655,169
|Total comprehensive loss                                                   |                                         |              |   |   |            |   |   |             |           
|                                                                           |                                         |              |   |   |            |   |   |             |           
|Balance, March 31, 2001                                                    |                                         | 3,656,080    |   | $ | 27,109,700 |   | $ | (16,285,301 | )         
|                                                                           |                                         |              |   |   |            |   |   |             |           

See accompanying notes to condensed consolidated financial statements.

5

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SUNHAWK.COM CORPORATION AND SUBSIDIARY  Condensed Consolidated Statements of Cash Flows  (unaudited)

|                                                                                                     |                                                                          | Six Months Ended March 31, |           
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | -------------------------- | ----------
|
|OPERATING ACTIVITIES                                                                                 |                                                                          |                            |           
|Net cash used in continuing operations                                                               |                                                                          | (913,069                   | )         
|Net cash used in discontinued operating activities                                                   |                                                                          | (2,498,040                 | )         
|                                                                                                     |                                                                          |                            |           
|                                                                                                     | Net cash and cash equivalents used in operations                         |                            | (3,411,109
|INVESTING ACTIVITIES                                                                                 |                                                                          |                            |           
|Purchases of property and equipment                                                                  |                                                                          | (139,487                   | )         
|Purchase of digital sheet music mastersdiscontinued operations                                      |                                                                          | 138,489                    |           
|Cost of patents and trademarksdiscontinued operations                                               |                                                                          | (7,971                     | )         
|Purchase of investments                                                                              |                                                                          |                           |           
|Maturity of investments                                                                              |                                                                          | 2,000,000                  |           
|Cash paid for acquisition, net of cash acquired                                                      |                                                                          | (1,139,223                 | )         
|                                                                                                     |                                                                          |                            |           
|                                                                                                     | Net cash and cash equivalents provided by (used in) investing activities |                            | 851,808   
|FINANCING ACTIVITIES                                                                                 |                                                                          |                            |           
|Proceeds from line of creditdiscontinued operations                                                 |                                                                          |                           |           
|Payments on line of creditdiscontinued operations                                                   |                                                                          |                           |           
|Proceeds from issuance of common stock, net of offering costs                                        |                                                                          |                           |           
|                                                                                                     |                                                                          |                            |           
|                                                                                                     | Net cash and cash equivalents provided by financing activities           |                            |          
|Effect of exchange rate changes on cash                                                              |                                                                          | (61,702                    | )         
|                                                                                                     |                                                                          |                            |           
|Net increase (decrease) in cash and cash equivalents                                                 |                                                                          | (2,621,003                 | )         
|Cash and cash equivalents at beginning of period                                                     |                                                                          | 4,646,002                  |           
|                                                                                                     |                                                                          |                            |           
|Cash and cash equivalents at end of period                                                           |                                                                          | 2,024,999                  |           
|                                                                                                     |                                                                          |                            |           
|Supplemental disclosure of cash flow informationcash paid during the six months ended March 31 for: |                                                                          |                            |           
|Interest                                                                                             |                                                                          | 29,487                     |           
|                                                                                                     |                                                                          |                            |           
|Non-cash supplementary disclosure:                                                                   |                                                                          |                            |           
|                                                                                                     | Shares and warrants issued or to be issued for acquisition of subsidiary |                            | 10,212,090
|                                                                                                     | Reclassification of Deferred offering costs to common stock              |                            |          
|                                                                                                     | Prepayment of digital sheet music master to Eller McConney LLC           |                            |          
|                                                                                                     |                                                                          |                            |           

See
accompanying notes to condensed consolidated financial statements.

6

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SUNHAWK.COM CORPORATION AND SUBSIDIARY    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    (unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Sunhawk.com Corporation ("Sunhawk.com") was incorporated in the state of Washington on August 20, 1992.
Through October 31, 2000, Sunhawk.com primarily sold interactive digital sheet music in its proprietary format and traditional printed sheet music on its Internet retail site at
http://www.sunhawk.com. Sunhawk.com's internally developed proprietary technology solution for digital products, Solero®, allows customers to view, play, print and store the encrypted
digital sheet music. This technology can also be applied to other proprietary digital content. Sunhawk.com also sells its technology solutions to owners of proprietary digital products interested in
selling their content over the Internet.

On
November 2, 2000 Sunhawk.com acquired Copyright Control Services, Inc. ("CCS") in a share exchange agreement. CCS
provides digital asset management and intellectual property infringement notification serviceswith particular focus on the Interneton an
industry-by-industry basis.

As
a result of the acquisition of CCS, Sunhawk.com modified its business strategy for 2001 (the"2001 Plan"), which redirects the
Company's focus away from its digital sheet music business to provide global digital asset management services. The 2001 Plan is to provide services to allow digital content owners, service providers,
information portals and law enforcement agencies to identify, trace, track and provide notice of intellectual property infringement to owners of such intellectual property or other persons or entities
in the intellectual property distribution chain. Additionally, the Company plans to provide services to identify purveyors of access and payment fraud, proprietary information distribution and illicit
materials over the networks. The Company's new business strategy capitalizes on the Company's acquisition of CCS.

As
a part of the 2001 Plan, Sunhawk.com has decided to indefinitely discontinue further development and marketing of digital sheet music and the Solero viewer, used to view, play,
print and store sheet
music in encrypted digital format. In January 2001, the Board of Directors authorized the Company to sell its digital sheet music business to Marlin Eller, President and CEO of the Company (see
note 4).

The
interim condensed consolidated financial statements reflect all normal and recurring adjustments which management considers necessary for a fair presentation of financial
condition and results of operations as of the dates and for the periods presented hererin. The results of operations for the three and six months ended March 31, 2001 are not necessarily
indicative of the results of operations for any subsequent quarters or for the full fiscal year ending September 30, 2001.

Certain
information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements should be read in conjunction with Sunhawk.com's annual
report for the fiscal year ending September 30, 2000.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of Sunhawk.com Corporation and its wholly-owned subsidiary, Corporate Control
Services, Inc. The operations of CCS since the date of acquisition have been included in the consolidated operating results. All material intercompany balances and transactions have been
eliminated in consolidation.

7

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NET LOSS PER SHARE

Net loss per common share is based on the weighted-average number of common shares outstanding during the periods. The increase in the weighted average number
of shares from September 30, 2000 to March 31, 2001 is primarily due to the issuance of 640,363 common shares for the CCS acquisition. For the three and six months ended March 31,
2001 and 2000, options and warrants to acquire 961,773 shares and 17,392 shares of common stock, respectively, and have been excluded from the computation of net loss per common share because their
impact would be antidilutive.

COMPREHENSIVE INCOME

For the three months ended March 31, 2001, total comprehensive loss was $3,259,974, which consisted of net loss of $2,670,375 and foreign currency
translation adjustment of $589,599. For the three months ended March 31, 2000, total comprehensive loss was $2,163,910, which equaled net loss for the quarter.

For
the six months ended March 31, 2001, total comprehensive loss was $7,919,097, which consisted of net loss of $7,655,169 and foreign currency translation adjustment of
$263,928. For the six months ended March 31, 2000 total comprehensive loss was $3,207,405, which equaled the net loss for the period.

USE OF ESTIMATES

These financial statements have been prepared in conformity with generally accepted accounting principles, which require management to make estimates and
assumptions that impact amounts reported in the financial statements and accompanying notes. Actual results could differ from those amounts reported and disclosed herein.

RECLASSIFICATIONS

Certain balances have been reclassified to conform to current year presentation.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133) in
June 1998. This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. If certain conditions are met, a
derivative may be specifically designated as a hedge. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. SFAS
No. 133, as amended by SFAS 137, was adopted by the Company on October 1, 2000. The adoption of this statement did not impact Sunhawk.com's consolidated financial statements as
Sunhawk.com does not currently hold any derivative instruments.

In
December 1999, the Securities and Exchange Commission released Staff Accounting Bulletin No. 101 ("SAB 101") "Revenue Recognition in Financial
Statements"which the Company adopted on October 1, 2000. SAB 101 provides guidance on revenue recognition
issues. SAB 101 did not impact Sunhawk.com's revenue recognition policies.

2. ACQUISITION OF COPYRIGHT CONTROL SERVICES, INC.

On November 2, 2000, Sunhawk.com completed its acquisition of CCS (the"CCS acquisition") pursuant to a
definitive share exchange agreement dated August 1, 2000, and amended August 16,

8

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2000, September 29, 2000 and October 13, 2000. Under the terms of the agreement, Sunhawk.com acquired all the issued and outstanding capital stock of CCS in exchange for an aggregate of
733,760 shares of common stock, 733,758 shares of Class A common stock, and 483,420 warrants for common stock. The warrants were issued at a price per share of $0.0001 and are exercisable until
2005.

The
733,758 shares of Class A common stock as well as the underlying shares for warrants to purchase 392,180 of the 483,420 shares of common stock were placed in a separate
escrow and are to be either released to the CCS shareholders, or will revert back to Sunhawk.com, dependent upon the achievement of"market
capitalization"thresholds of $100 million in 12 months, $125 million in 18 months and $150 million in 24 months.

A
total of 93,397 of the 733,760 shares of common stock and 2,168 of the 91,240 of the warrants to purchase common stock issued to the CCS shareholders were placed in a holdback
escrow ("holdback shares") subject to release upon the completion of a post-closing balance sheet audit and resolution of certain
contingencies. At March 31, 2001, such contingencies had not been resolved, accordingly, the holdback shares are not reflected in the accompanying consolidated financial statements.

A
total of approximately 533,000 of the 733,760 shares of common stock issued to certain former CCS shareholders are subject to a side-agreement amongst the former CCS
shareholders for settlement. As part of the side-agreement entered into at the time of the CCS acquisition, Sunhawk has granted a demand registration right to a former CCS shareholder,
Copyright Ventures LLC. This right becomes effective after March 30, 2001 and allows Copyright Ventures to request that Sunhawk register a sufficient number of the approximately 533,000 shares
to satisfy the settlement amount denoted in the side-agreement of $3,337,500. In the event Sunhawk does not register the shares, Sunhawk may be required to redeem the shares for amounts up
to a maximum of $3,337,500. Sunhawk has classified the maximum potential redemption amount of $3,337,500 as a liability since the requirement for the Company to register the securities is considered
outside of Sunhawk's control (see note 8).

For
accounting purposes, and therefore as reflected in the accompanying financial statements, the 640,363 shares of common stock and 89,072 warrants to purchase common stock that were
not placed in the holdback or market capitalization escrow are included in the consideration for the acquisition. The shares of Class A common stock and the remaining warrants held in escrow
will not be recorded as additional consideration for the CCS acquisition until or unless the market capitalization thresholds are achieved. As of March 31, 2001, such market capitalization
thresholds had not been achieved. Accordingly, such shares are not reflected in the accompanying consolidated financial statements.

The
acquisition has been accounted for by the purchase method and, accordingly, the results of operations of CCS have been included in Sunhawk.com's consolidated financial statements
since November 2, 2000. The excess of the purchase price over the fair value of the net identifiable assets acquired of approximately $10.3 million has been recorded as goodwill and is
being amortized on a straight-line basis over three years.

9

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A summary of the CCS acquisition, excluding the contingent shares and warrants held in escrow, is as follows:

Common shares/warrants issued


729,435Per share/warrant value

$
14.00Aggregate value ascribed to the share/warrant consideration to be currently accounted for

$
10,212,090Plus:Transaction costs


1,239,936Total consideration

$
11,452,026The purchase price allocation is as follows:Net tangible assets

$
55,921Assembled and trained work force


230,000Relationships with Internet Service Providers


445,000Customer relationships


397,000Goodwill


10,324,105Total purchase price

$
11,452,026


The
following unaudited pro forma financial information presents the combined results of continuing operations of Sunhawk.com and CCS as if the acquisition had occurred as of the
beginning of October 1, 2000 and 1999 after giving effect to certain adjustments, including amortization of intangibles. The pro forma financial information does not necessarily reflect the
results of operations that would have occurred had Sunhawk.com and CCS constituted a single entity during such periods.

Three Months Ended March 31,

Six Months Ended March 31,2001

2000

2001

2000Sales

$
43,593

$
124,709

$
81,869

$
204,865Cost of goods sold


(116,811
)

(267,519
)

(252,429
)

(304,254
)Selling, general and administrative expense


(1,770,652
)

(3,489,788
)

(3,528,691
)

(4,395,880
)Net loss


(1,843,870
)

(3,632,598
)

(3,699,251
)

(4,854,436
)Net loss per share:Basic and diluted

$
(0.50
)
$
(1.67
)
$
(1.01
)
$
(1.99
)Weighted average shares for net loss per share computations:Basic and diluted


3,656,080


2,171,670


3,656,080


2,435,645


3. CLASS A COMMON STOCK

Effective October 25, 2000, the shareholders of the Company voted to amend the Articles of Incorporation in order to create a new class of common stock
to be known as Class A Common Stock and authorized 1,125,938 shares to be available for issuance. The Class A Common Stock has 1/20th the voting power of the Company's common stock. At
March 31, 2001, 733,758 shares of Class A Common Stock have been issued and are held in escrow in relation to the CCS acquisition.

10

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4. OPERATING SEGMENTS

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief
operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Sunhawk.com's two operating segments are its digital music business and its
recently acquired copyright security business (digital asset management). Prior to the CCS acquisition, Sunhawk.com considered its digital music business to be its sole operating segment; therefore,
the operating results for the six months ended March 31, 2000 represent the digital music segment.

The
accounting policies of these operating segments are the same as those described in Sunhawk's annual report for the fiscal year ended September 30, 2000.

A
summary of Sunhawk.com's operating segments is as follows:

|                                    |  | Three Months Ended March 31, 2001 |  
|----------------------------------- |  | --------------------------------- | -
|
|Sales                               |  | $                                 | 
|Cost of good sold                   |  |                                   | 
|                                    |  |                                   |  
|Gross loss                          |  |                                   | 
|Selling, general and administrative |  |                                   | 
|                                    |  |                                   |  
|Loss from operations                |  |                                   | 
|Other income (expense), net         |  |                                   | 
|                                    |  |                                   |  
|Net loss from operations            |  | $                                 | 
|                                    |  |                                   |  

|                                    |  | Six Months Ended March 31, 2001 |           
|----------------------------------- |  | ------------------------------- | ----------
|
|Sales                               |  | $                               | 60,233    
|Cost of good sold                   |  |                                 | 117,586   
|                                    |  |                                 |           
|Gross loss                          |  |                                 | (57,353   
|Selling, general and administrative |  |                                 | (1,640,635
|                                    |  |                                 |           
|Loss from operations                |  |                                 | (1,697,988
|Other income (expense), net         |  |                                 |          
|                                    |  |                                 |           
|Net loss from operations            |  | $                               | (1,697,988
|                                    |  |                                 |           

The
Company's revenue from external customers derived from sales within the United States consists of sales under the digital music segment for the three and six-month
periods ended March 31, 2001. The Company's revenues from external customers derived from sales in all foreign countries consists of sales under the digital asset management segment for three
and six-month periods ended March 31, 2001. Long-lived assets located in the United States and all foreign countries totaled $3,784,268 and $9,910,159, respectively, as
of March 31, 2001.

On
January 29, 2001, the board of directors approved an agreement to sell its digital sheet music business to Marlin Eller, Sunhawk.com's President and CEO. The purchase price
for the digital sheet music business consists of the return of 500,000 shares of the Company's common stock and the forgiveness of a note payable to Mr. Eller in the amount of $1,000,000 and
cash to Mr. Eller of approximately $647,400. The sale is subject to shareholder approval. Upon the closing of the transaction, Mr. Eller will resign his position as an officer of
Sunhawk. Under terms of the arrangement, the Company obtains a license to certain technology, which is renewable annually for a

11

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period of up to 25 years with an annual renewal fee of $100,000. The results of the digital sheet music business have been reported as discontinued operations. In connection with the
discontinuance of the digital sheet music business, the Company recorded a loss on disposal of the business of $982,259 and $2,547,234 for the three and six months ended March 31, 2001. The
additional loss on disposal of $982,259 consists of warrants to be issued at the close of the asset sale valued at $350,800 and $631,459 additional losses incurred or to be incurred above the initial
estimate of $382,476, resulting from an extension of the expected transaction closing date from June 30 to August 31, 2001.

Operating
results of the discontinued digital sheet music business are as follows:

Three Months Ended
March 31,

Six Months Ended
March 31,2001

2000

2001

2000Net sales

$


$
58,377

$
60,233

$
97,933Net loss from discontinued operations

$


$
(2,163,910
)
$
(1,697,988
)
$
(3,207,405
)


Assets
of the discontinued digital sheet music business are as follows:

March 31, 2001Current assets

$
46,847Non-current assets


3,737,421Net assets of discontinued operations


3,784,268


Liabilities
of the discontinued digital sheet music business are as follows:

Current liabilities

$
1,391,485Non-current liabilities


350,800Payments for discontinued operations


1,742,285


5. COMMITMENTS AND CONTINGENCIES

On December 22, 2000, Copyright Ventures, LLC ("Copyright Ventures"), a former shareholder of CCS,
informed Sunhawk.com that it will not release or waive any rights or claims it has or may have against Sunhawk.com and CCS pursuant to (i) a Side Letter agreement dated June 26, 2000,
(ii) a"supplemental letter"dated August 1, 2000, and (iii) an agreement simply entitled "Agreement"dated October 31, 2000 for
payment of a $2,225,000 (to increase to $3,337,500 on January 1, 2001) "priority return"for the purchase of $1,112,500 of CCS Series A Preferred Stock, at $1.00 per share, in June 2000.
Additionally,
Copyright Ventures stated that it would bring a cause of action against CCS to enforce payment for at least $1,112,500 of the"priority return."

On
December 22, 2000, Sunhawk.com and CCS stated that they will not accept liability for any part of the"priority return"allegedly owed to Copyright Ventures. On May 4, 2001, Sunhawk.com was informed that Copyright Venture's Petition to Compel Arbitration was denied and therefore Sunhawk.com will no longer be a
party to any arbitration proceedings that Copyright Ventures brings in regards to the"Agreement"dated October 31, 2000. At present, therefore,
we continue to seek a resolution with Copyright Ventures. The ultimate outcome of this matter cannot be determined at this time.

Additionally,
in the normal course of business, Sunhawk.com may be subject to proceedings, lawsuits and other claims. All such matters are subject to many uncertainties and outcomes
are not predictable with assurance. Consequently, Sunhawk.com is unable to ascertain the ultimate aggregate

12

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amount of monetary liability or financial impact with respect to these matters at March 31, 2001. While these matters could affect operating results of any one quarter when resolved in future
periods and, while there can be no assurance with respect thereto, it is management's opinion that after final disposition, any monetary liability or financial impact to Sunhawk.com Corporation beyond
that provided in the Sunhawk.com financial statements as of and for the six-month period ended March 31, 2001 would not be material to Sunhawk.com's financial position taken as a
whole.

6. RELATED-PARTY TRANSACTIONS

NOTES PAYABLE TO SHAREHOLDER

On August 17, 1999 and September 21, 1999, Sunhawk.com entered into note payable agreements in the amount of $80,000 and $210,000, respectively,
with a shareholder. The notes are due on demand, and carry interest at the federal applicable short-term rate, or approximately 5%. Interest expense during the three-month periods ended
March 31, 2001 and 2000 was $3,333 and $5,115, respectively while interest expense during the six-month periods ended March 31, 2001 and 2000 was $6,654 and $10,594,
respectively.

On
February 2, 2001 and in connection with the proposed sale of the digital sheet music business, the notes were combined and amended as one note payable in the amount of
$290,000 plus accrued interest. The note incurs interest at a rate of 10% per annum and is due in monthly installments of $50,000. Upon payment of each installment, the shareholder shall transfer to
Sunhawk.com for retirement 25,000 shares of common stock. These shares make up part of the 500,000 share consideration for the digital sheet music business.

CONSULTING AGREEMENTS

In February 2000, Sunhawk.com entered into Consulting Agreements with a member of its advisory board and a member of its Board of Directors. Pursuant to
the Consulting Agreements, the advisory
board members will provide consulting services to Sunhawk.com, including developing strategic alliances with third parties, and introduction to content owners who could benefit from Sunhawk.com's
technology. As compensation for the services performed under the Consulting Agreement, they were issued five-year warrants to purchase 225,000 shares of Sunhawk.com's common stock. 112,494
shares underlying the warrants are subject to Sunhawk.com's stock price achieving specific closing prices over a period of time. Both consulting agreements are subject to performance criteria and may
be cancelled by providing sixty (60) days notice. Sunhawk.com has recorded compensation expense (included as part of the estimated loss of its digital sheet music business) of approximately
$743,000 for the six months ended March 31, 2001 related to the 112,506 warrants that will be fully vested at the time the digital sheet music business operations are sold. The remaining
112,494 shares subject to Sunhawk.com's stock price achieving specific closing prices over a two year period have not been valued as issuance of such shares are currently considered remote. Once the
shares are considered probable of issuance their fair value will be determined and amortized over the remaining service period, if any. The warrants may be adjusted for stock splits, recapitalization,
or reorganization of Sunhawk.com and are exercisable at the initial public offering price of $12.00.

On
November 2, 2000, Sunhawk.com entered into a Consulting Agreement with a shareholder to provide advisory services to Sunhawk.com. Pursuant to the Consulting Agreement, the
shareholder will provide consulting services to Sunhawk.com over a two year period. As compensation for the services performed under the Consulting Agreement, the shareholder was issued a
five-year warrant to purchase approximately 225,321 shares of Sunhawk.com's common stock. The vesting provision of all shares underlying this warrant are subject to the achievement of
certain"market capitalization"thresholds over a two year period. As of March 31, 2001, these warrants are unvested and have not been valued as
issuance of such shares are currently considered remote.

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STOCK OPTIONS

On November 2, 2000, the Company granted options to purchase 283,333 shares of common stock to Marlin Eller, CEO and President of Sunhawk.com for
employment services under Sunhawk.com's 1996 employee stock option plan as part of the share exchange agreement with CCS. The Company has not recorded stock compensation relating to the options as the
exercise price equaled the fair value of the stock on the date of grant.

7. OTHER

In March 2001 and later amended and restated in April, Sunhawk.com signed a merger agreement with A.N.N. Automation, Inc.
("A.N.N."), a privately-held, Southern California based company that produces and deploys digital video asset and resource management
systems, currently for the news broadcast industry. The proposed transaction calls for Sunhawk.com to acquire all the outstanding stock of
A.N.N. in exchange for 36% of Sunhawk.com's outstanding stock on a post-transaction basis, and up to an additional 10% of Sunhawk.com's stock if certain revenue targets are met. The
transaction is subject to the completion of the sale of Sunhawk.com's digital sheet music business to Marlin Eller. Upon closing of the transaction, it is intended that the executive team of A.N.N.
will assume leadership of the newly merged company. It is further intended that upon closing, Sunhawk.com will be renamed and operations will be based in Los Angeles, California and London, England.

8. SUBSEQUENT EVENTS

During April 2001, Sunhawk.com entered into three separate note payable agreements with A.N.N. totaling $560,0000. Each note bears interest at 8% per
annum and the total note amount will be cancelled as part of the consideration paid for the merger between Sunhawk.com and A.N.N

On
May 2, 2001, Sunhawk.com filed with the Securities and Exchange Commisssion an SB-2 Registration Statement whereby it registered approximately 533,000 shares of
its common stock on behalf of certain selling shareholders that were obtained in connection with Sunhawk.com's acquisition of CCS in November 2000.

9. OPERATIONS AND FINANCING

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of
$7,655,169 and has an accumulated deficit of $16,285,301 as of and for the six month period ended March 31, 2001.

Management
of the Company has focused efforts recently on its acquisition of CCS and the proposed merger with A.N.N. Automation, Inc. ("ANN"). As part of these efforts, the
Company's intention is to secure an increased number and amount of service contracts and through the acquisition of ANN, improve operating efficiencies and increase sales levels. The Company expects
to incur additional expenditures as a result of these acquisitions. There can be no assurance that the Company will be able to obtain additional service contracts, improve operating efficiencies or
increase sales levels.

The
Company anticipates that additional capital will be expended to fund continued development efforts and to support anticipated future growth. As a result, it is expected that cash
will be used in operations. The Company expects that accounts receivable will increase to the extent revenues rise. Any such increase that occurs at the same time or at a greater rate than increases
in revenue can be expected to reduce cash and cash equivalents. The Company believes that its current cash and cash equivalents and short-term investments will be sufficient to meet
working capital requirements through fiscal 2001. However, additional funding, if needed, may not be available on acceptable terms, if at all. The Company's ability to grow, implement business
strategies and continue operations may be limited if additional financing on acceptable terms or increased revenues are not obtained.

14

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sunhawk.com Corporation was incorporated in August 1992 and began distributing and selling digital sheet music over the Internet in March 1997.

In
September 1996, we began selling CD-ROMs of the complete works of Scott Joplin, and in July 1997, we began selling CD-ROMs of
Handel's Messiah, both containing digital sheet music in our Solero® format. In 1998, we established our strategic alliances and entered into contracts with Warner Bros. Publications
U.S. Inc. and EMI Christian Music Publishing for the right to sell and distribute selected portions of their sheet music catalogs. Through March 31, 2001, the majority of our sales have
been derived from the sale of digital or printed sheet music and CD-ROMs through our web site and from special promotions and services for our strategic partners.

In
November 2000, we acquired CCS, a company providing digital asset management and intellectual property infringement notification serviceswith particular focus
on the Interneton an industry-by-industry basis. CCS revenue is generated by entering into contracts with businesses to provide services for a period of time.
Revenues from contracts are recognized ratably over the term of the contract.

Our
financial statements also reflect the operations of the digital sheet music business as a discontinued operation. This was necessitated when, as a result of the acquisition of
CCS, we modified our business strategy for 2001 (the"2001 Plan"), which redirects our focus away from the digital sheet music business to provide
global digital asset management services and indefinitely discontinue further development and marketing of digital sheet music and the Solero viewer, used to view, play, print and store sheet music in
encrypted digital format. In February 2001, we entered into an agreement to sell the digital sheet music business to Marlin Eller, Sunhawk.com's President and CEO.

The
operating results of the discontinued operations of the digital sheet music business have been segregated from continuing operations and these results have been reported as a
separate line item on the statements of operations.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2001 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2000

Continuing operations

The only operations that existed prior to September 30, 2000 were from discontinued operations and therefore the results from continuing operations for
the six months ended March 31, 2001 are not directly comparable to prior periods.

Sales
from continuing operations are CCS revenue generated by entering into contracts with businesses to provide services for a period of time. The revenues from contracts are
recognized ratably over the term of the contract.

Cost
of sales from continuing operations are direct labor and service costs related to providing the services of identifying, tracing, tracking and providing notice of intellectual
property infringement to owners.

Selling
expenses consist primarily of advertising, marketing, payroll and payroll-related expenses. We expense all advertising costs as incurred. General and administrative expenses
consist primarily of management salaries and expenses, insurance premiums, rent, telephone costs, travel expenses for general business, legal and professional fees, staff salaries, intangible asset
amortization and other payroll expenses and other related expenses for general corporate functions.

15

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We incurred a net loss from continuing operations of $3,409,947 for the six months ended March 31, 2001. Revenues were $68,865 and cost of goods sold were $219,982 for the six
months ended March 31, 2001.

Selling,
general and administrative expenses for the six months ended March 31, 2001, were $3,487,422. These costs consisted of significant payroll and consulting
administrative expenses incurred related to refocusing on the digital asset management business and expanding the operations of CCS. Also included was amortization of approximately $1,583,000 related
to goodwill and identifiable intangible assets obtained in the CCS acquisition.

Going
forward, we will continue to allocate resources to CCS as part of continuing operations. However, Mangement believes that expenses incurred to maintain CCS operations will decrease given an
expected increase of operating efficiencies resulting from a Company-wide cost saving initiative. Additionally, if the proposed merger with ANN is accepted by the shareholders, we expect
to incur additional expenses as a result of this acquisition.

Discontinued operations

We incurred a loss from discontinued operations of $1,697,988 for the six months ended March 31, 2001 compared to a loss of $3,207,405 for the six
months ended March 31, 2000. The decrease was primarily due to a decrease in the digital sheet music business activity from the prior period. The loss on disposal of the digital sheet music
business relates to the intended sale of the digital sheet music business to Marlin Eller, Sunhawk.com's President and CEO. We recognized a loss on disposal of the digital sheet music business of
$2,547,234, representing the excess of the carrying value of the assets to be sold and liabilities assumed over the fair value of the stock and consideration received and including $1,078,935 of
losses accrued through the estimated date of disposal. The additional loss on disposal of $982,259 consists of warrants to be issued at the close of the asset sale valued at $350,800 and $631,459
additional losses incurred or to be incurred above the initial estimate of $382,476, resulting from an extension of the expected transaction closing date from June 30 to August 31, 2001.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2000

Continuing operations

The only operations that existed prior to September 30, 2000 were from discontinued operations and therefore the results from continuing operations for
the three months ended March 31, 2001 are not directly comparable to prior periods.

We
incurred a net loss from continuing operations of $1,688,116 for the three months ended March 31, 2001. Revenues were $43,593 and cost of goods sold were $116,811 for the
three months ended March 31, 2001.

Selling,
general and administrative expenses for the three months ended March 31, 2001, were $1,770,652. These costs consisted of significant payroll and consulting
administrative expenses incurred related to refocusing on the digital asset management business and expanding the operations of CCS. Also included was amortization of approximately $959,000 related to
goodwill and identifiable intangible assets obtained in the CCS acquisition.

Going
forward, we will continue to allocate resources to CCS as part of continuing operations. However, Mangement believes that expenses incurred to maintain CCS operations will decrease given an
expected increase of operating efficiencies resulting from a Company-wide cost saving initiative. Additionally, if the proposed merger with ANN is accepted by the shareholders, we expect
to incur additional expenses as a result of this acquisition.

Discontinued operations

We incurred a loss from discontinued operations of $0 for the three months ended March 31, 2001 compared to a loss of $2,163,910 for the three months
ended March 31, 2000. The decrease was primarily due to the digital sheet music business being discontinued during the current period. The loss on disposal of the digital sheet music business
relates to the intended sale of the digital sheet music business to Marlin Eller, Sunhawk.com's President and CEO. We recognized a loss on disposal of the digital sheet music business of $982,259,
representing the

16

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excess of the carrying value of the assets to be sold and liabilities assumed over the fair value of the stock and consideration received. The loss on disposal of the digital sheet music business
includes approximately $1,429,735 of losses accrued through the estimated date of disposal. The additional loss on disposal of $982,259 consists of warrants to be granted at the close of the asset
sale valued at $350,800 and $631,459 additional losses incurred or to be incurred above the initial estimate of $382,476, resulting from an extension of the expected transaction closing date from
June 30 to August 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

We financed our operations from inception through February 2000 primarily with funds received from the sale of equity to and loans from the Eller and
McConney 1995 Family Living Trust. In February 2000, we issued 1,610,000 shares of common stock in connection with our initial public offering, and received net proceeds (after expenses) of
$15,445,635. The net proceeds have been used to fund production, leasehold improvements, equipment purchases, working capital, the hiring of key management personnel, general corporate purposes and
the acquisition of CCS. As of March 31, 2001, we had cash and cash equivalents of $2,024,999 and working capital of $1,003,544.

Net
cash used in continuing operating activities totaled $913,069 for the six months ended March 31, 2001. There were no continuing operations that existed prior to
September 30, 2000. With the acquisition of CCS, the net cash used in continuing operating activities was primarily attributable to CCS operations and related selling, general and
administrative expenses in operating the digital asset management business as well as corporate headquarters overhead.

Cash
paid for direct acquisition related costs of the CCS acquisition totaled $1,139,223 and constituted the majority of net cash used in investing activities for the six months ended
March 31, 2001. Cash provided by investing activities consisted of the maturity of $2,000,000 short-term investments during the six months ended March 31, 2001.

Net
cash used in discontinued operations was $2,498,040 for the six months ended March 31, 2001 compared to net cash used of $3,089,574 for the six months ended
March 31, 2000. The cash used in discontinued operations reflects the operations of the digital sheet music business which we have agreed to sell to Marlin Eller, Sunhawk.com's President and
CEO.

Our
management has focused efforts recently on our acquisition of CCS and the proposed merger with A.N.N. As part of these efforts, our intention is to secure an increased number and amount of service
contracts and, through the acquisition of A.N.N., improve operating efficiencies and increase sales levels. We expect to incur additional expenditures as a result of these acquisitions. There can be
no assurance that we will be able to obtain additional service contracts, improve operating efficiencies or increase sales levels.

17

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We
anticipate that additional capital will be expended to fund continued development efforts and to support anticipated future growth. As a result, it is expected that cash will be used in operations.
We expect that accounts receivable will increase to the extent revenues rise. Any such increase that occurs at the same time or at a greater rate than increases in revenue can be expected to reduce
cash and cash equivalents. We believe that our current cash and cash equivalents and short-term investments will be sufficient to meet working capital requirements through fiscal 2001.
However, additional funding, if needed, may not be available on acceptable terms, if at all. Our ability to grow, implement business strategies and continue operations may be limited if additional
financing on acceptable terms or increased revenues are not obtained.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are a party to litigation in connection with Sunhawk.com's recent acquisition of CCS. On December 22, 2000, Copyright Ventures, LLC
("Copyright Ventures"), a former shareholder of CCS, informed Sunhawk.com that it will not release or waive any rights or claims it has or may have
against Sunhawk.com and CCS pursuant to (i) a Side Letter agreement dated June 26, 2000, (ii) a"supplemental letter"dated
August 1, 2000, and (iii) an agreement simply entitled"Agreement"dated October 31, 2000 for payment of a $2,225,000 (to increase
to $3,337,500 on January 1, 2001)"priority return"for the purchase of $1,112,500 of CCS Series A Preferred Stock, at $1.00 per share, in
June 2000. Additionally, Copyright Ventures stated that it would bring a cause of action against CCS to enforce payment for at least $1,112,500 of the"priority
return."

On
December 22, 2000, Sunhawk.com and CCS stated that they will not accept liability for any part of the"priority return"allegedly owed to Copyright Ventures. At present, therefore, we continue to seek a resolution with Copyright Ventures. The ultimate outcome of this matter cannot be determined at this time. On
May 4, 2001, Sunhawk.com was informed that Copyright Venture's Petition to Compel Arbitration was denied and therefore Sunhawk.com will no longer be a party to any abitration proceedings that
Copyright Ventures brings in regards to the"Agreement"dated October 31, 2000.

In
the normal course of business, Sunhawk.com Corporation may be subject to proceedings, lawsuits and other claims. All such matters are subject to many uncertainties and outcomes are
not predictable with assurance. Consequently, Sunhawk.com Corporation is unable to ascertain the ultimate aggregate
amount of monetary liability or financial impact with respect to these matters at March 31, 2001. While these matters could affect operating results of any one quarter when resolved in future
periods and, while there can be no assurance with respect thereto, it is management's opinion that after final disposition, any monetary liability or financial impact to Sunhawk.com Corporation beyond
that provided in our interim unaudited consolidated financial statements for the six months ended March 31, 2001 and 2000 would not be material to Sunhawk.com Corporation's financial position
taken as a whole.

ITEM 2. CHANGES IN SECURITIES.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

18

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ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



19

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                  |  | SUNHAWK.COM CORPORATION
(Registrant)                                 
|----------------- |  | ---------------------------------------------------------------------
|Date May 21, 2001 |  | /s/MARLIN ELLERMarlin Eller,Chief Executive Officer                  
|Date May 21, 2001 |  | /s/TRICIA PARKS-HOLBROOKTricia Parks-Holbrook,Chief Financial Officer

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