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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                       -----------------------------------

[MARK ONE]

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the Fiscal Year Ended December 31, 1999

                                       OR

| |  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

              For the transition period from _________ to ________

                        Commission file number 000-30522
                    ----------------------------------------
                        CEREUS TECHNOLOGY PARTNERS, INC.
                 (Name of Small Business Issuer in its charter)

                 DELAWARE                                 13-3773537
 ----------------------------------------     ----------------------------------
         (State of Incorporation)             (IRS Employer Identification No.)
     1000 Abernathy Road, Suite 1000

                Atlanta, GA                                 30328
 ----------------------------------------     ----------------------------------
 (Address of principal executive offices)                (Zip Code)


         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 668-0900
                            -------------------------
      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

     TITLE OF EACH CLASS                NAME OF EXCHANGE ON WHICH REGISTERED
           NONE                                       NONE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (TITLE OF CLASS)

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X   No
            ---    ---

     Check if there is no disclosure of delinquent filers in response 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: $1,695,853.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a date specified within the past 60 days. $124,901,177 based upon the average
bid and asked price as of March 31, 2000.

     The number of outstanding shares of the Registrant's Common Stock was
8,921,777 shares as of March 31, 2000.

     Transitional Small Business Disclosure Format (check one):
Yes       No X
   ---      ---

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

                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the issuer's definitive proxy statement for its 2000 Annual Meeting
of Stockholders are incorporated into Part III of this Form 10-KSB.

<PAGE>   2


The statements in this annual report on Form 10-KSB relating to matters that are
not historical facts, including, but not limited to, statements found in Item 1.
"Business" and Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" are forward looking statements that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from expectations. These include, without limitation, those
set forth under "Item 1. Business". These and other risks are set forth in the
reports filed by the Company with the Securities and Exchange Commission.

                                     PART I

ITEM 1. BUSINESS

OVERVIEW

         Cereus Technology Partners, Inc. (the "Company" or "Cereus"), known as
AIM Group, Inc. prior to December 1, 1999, adopted a new business strategy in
July 1999 to provide business application software and services through
traditional delivery methods and Web based delivery methods. To facilitate its
new business strategy during 1999 Cereus acquired Client Server Solutions, Inc.
("CSS"), Enterprise Solutions Group, Inc. ("ESG") and Reddy Group, Inc. and
subsidiary, Cereus Bandwidth, LLC (collectively, "Cereus Bandwidth"). On July
30, 1999, the Company acquired ESG and Cereus Bandwidth and on November 15,
1999, the Company acquired CSS. CSS and ESG provide business application
software and services to the middle market through traditional delivery methods.
CSS and ESG are focused on enterprise resource planning ("ERP") applications
that consist of integrated financial, administrative, payroll and human
resource, manufacturing, distribution, point-of-sale and inventory management
software. Those applications are supported by software that includes management
information systems ("MIS") and data base management of sales and marketing
information. Cereus Bandwidth is a provider of Internet-based technology
services to small and middle market companies.

         In the first quarter of 2000, the Company recruited a new executive
management team, appointed a new board of directors and changed its strategic
direction. The new management team made the decision to transform the Company
from an ERP implementation and consulting business to a web integration and
application service provider ("ASP") business. This new strategy has the Company
focusing on web integration services for a suite of business software products
as well as hosting that software remotely with access through the Internet.
These services are designed to allow small to medium-sized companies (annual
sales from approximately $25 million to $500 million) to outsource much of their
business software needs and information technology (IT) requirements via
Internet connectivity. The Company also plans to aggressively pursue the
acquisition of other businesses engaged in Internet-related business software
solutions.

         The Company has been engaged since its incorporation in 1994 in the
development of specialized minerals and the operation of specialty materials
projects ("Mineral Operations"). The Company operates a surface modification
facility in Arkansas for industrial minerals used as fillers and is endeavoring
to develop a cement additive application for a silica/kaolinite rock mined on
property leased by the Company in Arizona. Although the Company continues to be
engaged in the industrial minerals and specialty materials business and the
operation of its industrial filler surface modification plan, in the fourth
quarter, 1999, the Company made the decision to discontinue its Minerals
Operations and either sell or close the operations. In connection with this
decision the Company recorded an impairment charge of approximately $3 million
to adjust the historical value of the mining assets to their fair value. In
addition, the Company has accrued approximately $.5 million for severance and
transaction costs associated with its disposition of this segment. On March 31,
2000 the Company entered into an agreement to sell its minerals businesses for
approximately $980,000, including approximately $340,000 in working capital
contributions, to the Company's former Chairman of the Board (the "Mineral
Transaction"). The Mineral Transaction is expected to close in the second
quarter of 2000.


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INTERNET AND BUSINESS SOLUTIONS SOFTWARE BUSINESS

         As stated above, the Company has, since July 1999, been engaged in,
and, upon the consummation of the Mineral Transaction, will be solely engaged
in, the development and marketing of ASP solutions, web integration and other IT
business application software and consulting services to small and medium-sized
companies. The businesses of Cereus Bandwidth and ESG, which the Company
acquired on July 30, 1999, and the business of CSS, which the Company acquired
on November 15, 1999 are described below.

                  CEREUS BANDWIDTH. Cereus Bandwidth, which is based in Atlanta,
         Georgia and commenced operations in 1996, has been primarily engaged in
         providing ISP and related Internet consulting services to small and
         medium-sized businesses. Cereus Bandwidth also has marketed its
         Internet access services to the "small building," combined office and
         hotel and conference room markets. ISP revenues are primarily derived
         from monthly subscription fees charged to customers for services
         rendered. Agreements entered into by Cereus Bandwidth with its
         subscribers are terminable by the subscriber.

                  ESG. ESG, based in West Palm Beach, Florida, was formed in
         March 1996 and is primarily engaged in the marketing and sale of ERP
         products, including payroll and human resource software products. ESG's
         revenues are primarily derived from the sale of software products, as
         well as fees paid by its customers for its consulting services. ESG is
         dependent upon its agreements with four software publishers whose
         products it sells, and such agreements are terminable by such software
         publishers upon 30 days prior notice.

                  ESG is a certified "value added reseller" (VAR) for a number
         of prominent software houses, and has experienced consistent growth in
         providing accounting software solutions with consulting implementation
         services. Its clients include health care, transportation,
         distribution, service, international and charitable organizations.

                  CSS. CSS, formed in 1996, has offices in Atlanta, Georgia and
         Miami and Tampa, Florida, and has been engaged in providing computer
         consulting services to small and medium sized businesses in the eastern
         U.S. and to a much lesser extent in certain foreign markets. It (i)
         develops customized financial, administrative, distribution,
         point-of-sale and inventory management software and provides related
         data base management and other computer consulting services; and (ii)
         resells, as a VAR, packaged accounting and project management software
         products. CSS' most significant source of packaged software products in
         1999 was Epicor Software Corporation (formerly Platinum Software
         Corporation). The Company is dependent upon its agreements with
         approximately five publishers of packaged software products, whose
         agreements may be terminated upon 30 days prior notice.

                  CSS specializes in the resale of Epicor (formerly Platinum)
         financial management software products, development services and
         electronic commerce. CSS provides clients with options for software
         implementation, consulting and development services including system
         selection and screening, application development, project management
         and professional services, business analysis and development of system
         requirements, and Web based application development. Included in CSS'
         staffing are specialists with the knowledge base to solve growing
         business requirements.

                  CSS emphasizes the furnishing of consulting services to, and
         servicing of, small to medium sized organizations as well as reselling
         packaged accounting and project management software solutions. CSS is
         currently represented with offices and home-based consultants in major
         cities across the nation, including Atlanta, Dallas, Fort Lauderdale,
         Hartford, Miami, Raleigh and Tampa.

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         CONSOLIDATION OF ACQUIRED COMPANIES AND BUSINESS STRATEGY.

                  The Company's new business strategy is to focus the business
         on web integration services and application service provisioning to
         small and medium-sized companies (annual sales from approximately $25
         million to $500 million), serving as a single-source, Web application
         service provider with expertise in ASP, IT strategy, Internet
         application and development services, business-to-business e-commerce
         and training as well as the legacy ERP software.

                  The Company's near term goals are to (i) ensure that all
         services and programs of the three acquired companies continue on a
         scheduled course so the Company continues to meet its contractual
         obligations and (ii) integrate the three technology organizations in
         order to focus on the new long-term strategy.

                  The Company believes it is well positioned to participate in
         the expanding business of providing ASP services. ASP services make it
         possible for clients to access and use leading software packages
         without all of the costs of owning and managing the IT infrastructure
         that would otherwise be required. American business is undergoing a
         major change in how corporate software is purchased and used. Customers
         now desire the latest software applications to gain a competitive edge,
         but do not have the technical and financial resources to support such
         complex expansion. Many companies, particularly in the middle market ,
         seek service organizations that will provide a transition path, both
         economically and structurally, to achieve these goals. These customers
         now find the ASP business solution acceptable due to three converging
         trends: (i) the mass adoption of the Internet as a viable and secure
         information transmission medium; (ii) increased server processing
         power; and (iii) easier access to complex application server software.
         Today, high quality software is available via real-time access from
         centrally hosted data centers where rentable software is accessed over
         high-speed networks for the Internet. As opposed to the old practice in
         which corporate software was purchased and managed internally, the new
         ASP environment permits outsourcing, via the Internet, of corporate
         software that is leased. The Company believes that customers using ASP
         services should experience increased efficiencies as well as
         significant cost savings due to the reduction of internal IT staffing,
         computer hardware capital expenditure and network connections as well
         as the ability to lease only those modules that are applicable to the
         customer's business operations.

                  The Company emphasizes customer training in connection with
         its marketing of IT Services. The Company's current customer training
         curriculum, which focuses primarily on business software applications,
         also educates clients on the opportunities available utilizing
         Internet-related technology as well as new Internet applications
         available to support their software and general business practices.

                  The Company has introduced an application service provider
         program consisting of a wide range of business applications software
         and Internet solutions. Under the program, companies will


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         be able to lease both business software applications as well as
         Internet capabilities. The Company's plan is to create a total solution
         which allows customers to rent or lease application services.

                  The Company currently operates a National Data Center ("NDC")
         located in Atlanta, Georgia. This facility supports the ongoing
         services for its business applications and Internet business units. The
         NDC is operational 7 days a week, 24 hours a day and has the ability to
         host database structures of all sizes as well as provide redundancy for
         those organizations seeking secure data backup. The Company has
         high-speed communications capabilities in place for its customers.

                  In order for the Company to be able to furnish a broad range
         of services and products to its customers, it has initiated new
         alliance partnerships with major business application software
         publishers. Lawson Software recently selected the Company to represent
         its product lines in the southeast as well as selected U.S. cities.
         Acuity Financial Software, a business application software of the Sage
         Group, provides to the Company an additional offering of financial and
         project management software that addresses specific needs of current
         and future customers. The Company has entered into a marketing alliance
         with Firstwave Technologies, Inc., pursuant to which the Company
         markets that company's web-based relationship management applications
         and hosting, consulting and integration services. The Company's
         distribution agreement with Clarus provides our customers with a Web
         based procurement solution.

                  In addition to the above business application software
         alliances, the Company plans to continue to build upon strategic
         relationships previously established by the companies that the Company
         recently acquired. Included in this group is IBM Corporation. IBM
         selected the Company to be a testing partner for a range of hardware
         products. The role of the Company has been to test new IBM products for
         functional viability and usage by the to-be-targeted end-user group. In
         addition, the Company was designated as a Microsoft Solution Provider,
         a status achieved through a strict process of technical testing and
         resource staffing. It is the goal of the Company to expand these
         strategic relationships as well as create new business partnerships
         to enhance its service and product capabilities.

COMPETITION.

                  The Internet-related and IT services market is very
         competitive and the number of competitors is rapidly increasing. The
         substantial growth and potential size of the Internet market have
         attracted many start-ups as well as expansion of existing businesses in
         many industries. In the market for Internet-enabled application
         software and network solutions, the Company competes on the basis of
         performance, price, software functionality and overall network design.
         Potential competitors include certain of the "big five" accounting
         firms and previously affiliated consulting firms, systems consulting
         and implementation firms, service groups of computer equipment
         companies, facilities management companies, general management
         consulting firms and programming companies.

                  The Company believes that the breadth of its services and
         capabilities and focus on small to medium-sized business customers
         results in a favorable competitive position. For example, the Company
         is able to perform the complete set of services required for enabling
         e-business, which includes strategic management and IT consulting,
         enterprise applications, enterprise and network integration,
         application hosting and custom business solutions.

EMPLOYEES

         At December 31, 1999, the Company had a total of 64 full-time employees
in its Internet and business solutions software business, including 10 sales and
marketing personnel, 25 software consultants representatives, 20 programmers and
developers and 9 general, administrative and financial personnel. In

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addition, as of that date, the Company retained 5 programmers/developers/
consultants under contract. None of the Company's employees are covered
by collective bargaining agreements.

INDUSTRIAL MINERALS AND SPECIALTY MATERIALS BUSINESS

SURFACE MODIFICATION OF INDUSTRIAL FILLERS

         GENERAL. The Company's surface modification plant, which commenced
operations in April 1994, is in Malvern, Arkansas. The plant processes mineral
fillers used by the plastics and elastomer industries. The process is surface
modification with silane, resulting in improved mechanical, electrical and
physical properties of the end products. Typical fillers treated include clay,
mica, alumina trihydrate, wollastonite, magnesium hydroxide and microspheres.
The plant's surface modification treatments are marketed under the Uni-Kote(R)
label.

         The Company serves the filler surface modification needs of a customer
either by (i) acquiring the appropriate industrial filler itself, modifying the
surface of the filler as called for and then delivering the resulting finished
product to the customer; or (ii) acting as a "toll" processor, in which case the
customer delivers the industrial filler to be surface modified to the Company.

         The gross profit margin for the Company's toll processor surface
modification business is approximately 80%, as compared to approximately 25% for
the finished product surface modification business. The percentage of the
Company's total sales represented by toll processor operations (as opposed to
finished product sales) amounted to 4% in 1998 and 4% in 1999.

         Composites containing surface modified fillers are used in the
electronics, transportation, construction materials and appliance industries.
Surface modified fillers can decrease the amount of resin used in a composite,
providing cost savings, improved performance and enhanced safety for the end
user.

         PLANT CAPACITY. The Malvern surface modification facility has an
estimated capacity of treating approximately 7,200 tons of customer filler per
year on a two-shift, five day per week basis. During 1998 and 1999, the Company
operated on a one-shift per day basis and treated approximately 1,600 tons and
1,500, respectively, of customer fillers.

         CUSTOMERS. Approximately 90% of the Company's sales of surface modified
fillers in 1999 were surface modified alumina trihydrate. Other minerals
modified by the Company include magnesium hydroxide, microspheres, talc and
nepheline syenite. During 1998 and 1999, the Company's major customer accounted
for approximately 61% and 52%, respectively, of the Company's sales revenues.
The loss of that customer, to whom the Company sells finished products and does
not act as a toll processor, would have a materially adverse effect on the
Company. The Company has no long-term contractual arrangement with that customer
and no assurance can be given as to the amount of future sales that may be made
by the Company to that customer.

         COMPETITION. The Company's surface modification products are sold in
highly competitive markets which are influenced by price, profit performance,
customer location, service and general economic conditions. The Company competes
with other mineral suppliers and toll processors in the filler surface
modification industry. Many of such companies are substantially larger and more
diversified than the Company.

PROCESSING AND MARKETING OF KLANNERITE(R)

         OVERVIEW. The Company, through its UMC (Arizona) subsidiary, leases the
Viva Luz Mine in Mojave County in Arizona pursuant to a lease that expires in
March 2004. The lease, however, is subject to a

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further term in perpetuity provided the property is in operation and is
generating minimum royalties. The lease permits the exploration of the property
and removal of the mineral over the remaining term and calls for the payment of
a production royalty of 5% of the total consideration obtained for the mineral
less transportation costs, subject to a minimum royalty of $5,000 per year.

         The geology of the Viva Luz Mine is that of a zone system of
hydrothermally altered rocks. The mine is located directly on a natural fault
which acted as the natural plumbing system for hot, corrosive waters which
eliminated a majority of impurities, producing the distinctive and unique white
rock that is a pure, uniform, porous rock that has the trade name Klannerite(R).
In the 1950s, the white sandy mineral was used as roofing granules because of
its insulating capabilities and its proposed use is as an additive to concrete.

         ORE RESERVES. The Viva Luz Mine is a cristobalite, quartz and Kaolinite
deposit with proven and probable ore reserves. The deposit is classified into
three different grades, K1, K2 and K3. Based on the independent ore reserve
report of Rio Services, Inc., dated May 1992, the highest grade of K1 has an
estimated mineral deposit of approximately 262,000 short tons (i.e., 2,000 lbs)
of proven reserves and 78,000 short tons of probable reserves, for a total of
approximately 340,000 short tons of proven and probable reserves, and the two
lower grades, K2 and K3, have a total estimated reserve of approximately
1,350,000 short tons of probable reserves.

         The term "ore reserve" for the above purposes means that part of a
mineral deposit which could be economically and legally extracted or produced at
the time of the reserve determination. "Proven reserves" means reserves for
which (i) quantity is computed from dimensions revealed in outcrops, trenches,
workings or drill holes, and grade and/or quality are computed from the results
of detailed sampling, and (ii) the sites for inspections, sampling and
measurement are spaced so closely and the geologic character is so well defined
that size, shape, depth and mineral content of the reserves are
well-established. "Probable Reserves" means reserves for which quantity and
grade and/or quality are computed from information similar to that used for
proven reserves, but the sites for inspection, sampling and measurement are
farther apart or are otherwise less adequately spaced. The degree of assurance,
although lower than that for proven reserves, is high enough to assume
continuity between points of observation.

         The mineral deposit outcrops at the surface and most of the overburden
has been removed. Thirteen six-inch dry rotary holes were drilled to block out
an ore reserve and verify the quality of the rock. Hole depths ranged from 100
to 240 feet, and samples were collected using an air cyclone and splitter, every
five feet through the ore zone. Thirteen cross sections were constructed in
AutoCad and used to calculate the above proven ore reserves. An estimated 82% of
the mineral is recoverable in the mining and beneficiation process. The loss in
the recovery process was taken into account in calculating the above ore reserve
data.

         MARKETING. Recently, the State of Arizona, Department of Transportation
accepted Klannerite(R) as meeting within their specifications for a type 2
cement application, ASTM C 618 tested and passed. A market study shows that
initial sales for this project should be 25,000 tons/year, and grow to 50,000
tons/year in 4 years.

         COMPETITION. The pozzolan market can be divided into three sectors
based on price: a) low cost pozzolan, selling for about $35 per ton delivered,
and dominated by fly ash and blast furnace slag; b) mid priced pozzolan, selling
for about $80 per ton delivered, and dominated by calcined shales and tuffs; and
c) high priced pozzolan, selling for about $160 per ton or more, delivered, and
dominated by silica fume and calcined kaolin. The higher priced pozzolans have
better performance characteristics. Klannerite will compete in the $80 per ton
market.

EMPLOYEES


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         At December 31, 1999, the Company employed 9 full-time employees in its
industrial minerals and specialty materials business. Activities at the Viva Luz
Mine are conducted under contract with a third party. None of the Company's
employees are covered by collective bargaining agreements.

FACTORS AFFECTING FUTURE OPERATING RESULTS INVESTOR INTERESTS

         This Form 10-KSB contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" and other similar
expressions or variations of such words are intended to identify these
forward-looking statements. Additionally, statements concerning future matters
such as the development of new products, services, alliances, technologies and
other statements regarding matters that are not historical fact are
forward-looking statements. Forward-looking statements involve risks and
uncertainties. Actual results could differ materially from those projected in
the forward-looking statements.

         Factors that could cause or contribute to such differences include,
but are not limited to: (i) the fact that the Company historically has incurred
net losses, had a deficit in retained earnings of approximately $8,835,000 and
a working capital deficit of approximately $6,250,000 at December 31, 1999, and
may not be able to operate profitably in the future; (ii) the Company's very
limited history in the information technology, Internet-related and business
solutions software business; (iii) the possible unavailability to the Company
of adequate financial resources to fund its operations and planned growth; (iv)
the highly competitive and speculative nature of the IT and Internet-related
industry and the very rapidly changing technology in both computer hardware and
software systems relating to that industry; (v) the fact that the ASP industry
is in its infancy and no assurance can be given that the Company's ASP services
will achieve market acceptance; (vi) the Company's dependence upon third party
suppliers to provide key components for the Company's ASP services as well as
its software vendor relationships which are non-exclusive and subject to
termination; (vii) the security risks associated with the secure transmission
of confidential information in the Company's ISP and ASP activities; (viii) the
creditworthiness of the Company's clients; (ix) the Company's dependence upon
key personnel and its ability to attract and retain key employees; (x) the
risks associated with the Company's planned growth, both internal and through
the acquisition of other companies, and the fact that the Company may not be
able to effect acquisitions of other companies on favorable terms; and (xi) the
fact that no assurance can be given as to whether the Mineral Transaction will
be consummated.

         Additional factors that could adversely affect the market for the
Company's common stock include (i) the limited historical public market for the
common stock; (ii) the potential dilutive consequences of there being
outstanding options, warrants and convertible securities entitling their holders
to purchase approximately 9,069,278 shares of common stock at an average
exercise price of $7.34 per share; and (iii) the Company's intention to not
declare any dividends on its common stock in the foreseeable future.


ITEM 2.  PROPERTIES

         EXECUTIVE OFFICES. In September 1999, the Company relocated its
executive offices to 6,000 square feet of space leased in an office building
located in Atlanta, Georgia at an annual rental of $173,750 under a lease
expiring on December 31, 2004.

         INTERNET AND BUSINESS SOLUTIONS SOFTWARE SOLUTIONS BUSINESS. On January
1, 2000, the Company entered into a new lease for 8,000 additional square feet
in the above referenced office building in Atlanta, Georgia for an annual rental
of $220,800 under a lease expiring December 31, 2004. The Company also leases
3,800 square feet of office space in West Palm Beach, Florida at an annual
rental of $72,200 under a lease expiring in April 2004.

         INDUSTRIAL MINERALS AND SPECIALTY MATERIALS BUSINESS. UMC (Arkansas)
owns a 9,050 square foot industrial building in Malvern, Arkansas which contains
the Company's surface modification facility. The


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building includes 1,850 square feet of laboratory and office space and is
situated on 3.75 acre site. The Company has a collateral mortgage on the
property that had a principal balance of approximately $187,430 at December 31,
1999.

         UMC (Arizona) leases the Viva Luz Mine, which is located on an 80 acre
site located in Mojave County, Arizona, pursuant to a lease that expires in
March 2004. The lease, which calls for the payment of a production royalty of 5%
of the gross consideration obtained for the minerals mined less transportation
costs, subject to a minimum royalty payment of $5,000 per year, provides for a
further term in perpetuity as long as the property is in operation and is
generating minimum royalties.

         The Company also leases executive suites in Tampa and Fort Lauderdale
on a month to month basis. The monthly rental rate for each of these leases is
approximately $500.

         Additionally, the Company is obligated under the remaining term of the
CSS lease. The lease obligation is approximately $49,000 in 2000 and $12,000 in
2001.

         In the opinion of management of the Company, its properties are
adequately covered by insurance and are adequate for its immediate needs and
that additional or substitute space is available to accommodate growth and
expansion.

ITEM 3.LEGAL PROCEEDINGS

         From time to time, the Company is involved in various legal proceedings
relating to claims arising in the ordinary course of its business. Neither the
Company nor any of its subsidiaries is a party to any such legal proceeding, the
outcome of which, individually or in the aggregate, is expected to have a
material adverse affect on the Company's financial condition or results of
operations.


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

         The Company's Annual Meeting of Stockholders was held on November 30,
1999.

         There were five matters voted on at the Annual Meeting. A brief
description of each of these matters, and the results of the votes thereon, are
as follows:

         1.       Election of Directors


<TABLE>
<CAPTION>
                     Nominees                                 For          Against        Abstain
                     --------                                 ---          -------        -------
<S>                                                        <C>               <C>           <C>
                  Paul R. Arena                            2,294,847          70           2,002

                  Ernest W. Purcell                        2,294,377         540           1,682

                  K. Pramod Reddy                          2,294,378         540           1,682

                  Ronald Roswell, Jr.                      2,294,847          70           1,682
</TABLE>


         Each of the foregoing nominees was elected and each of Ernest W.
Purcell, K. Pramod Reddy, Ronald Roswell, Jr. and Paul R. Arena continued to
serve as a director following the Annual Meeting until their resignations in
January 2000, other than Mr. Arena who resigned effective as of March 31, 2000.

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         2. To approve a proposed amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of the Company's Common
Stock from 12 million to 50 million, and the results of the votes thereon are as
follows:

<TABLE>
<CAPTION>
                            For                 Against             Abstain
                            ---                 -------             -------
                       <S>                      <C>                 <C>
                         2,263,847              31,005               1,733
</TABLE>


         3. To approve a proposed amendment to the Company's Certificate of
Incorporate increasing the number of authorized shares of the Company's
preferred stock from 1 million to 10 million shares, and the results of the
votes thereon are as follows

<TABLE>
<CAPTION>
                            For                 Against             Abstain
                            ---                 -------             -------
                       <S>                      <C>                 <C>
                         1,475,564              85,715               4,174
</TABLE>


         4. To approve a proposed amendment to the Company's Certificate of
Incorporation changing the Company's name to Cereus Technology Partners, Inc.,
and the results of the votes thereon are as follows:

<TABLE>
<CAPTION>
                            For                 Against             Abstain
                            ---                 -------             -------
                       <S>                      <C>                 <C>
                         2,235,043              10,871              19,686
</TABLE>


         5. To approve a proposed amendment to the Company's 1997 Stock Option
Plan increasing the total number of shares of Common Stock authorized for
issuance under such Plan from 250,000 to 3 million shares, and the results of
the votes thereon are as follows:

<TABLE>
<CAPTION>
                            For                 Against             Abstain
                            ---                 -------             -------
                       <S>                      <C>                 <C>
                         1,477,957              85,815               1,681
</TABLE>



ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

         The Company's Common Stock has been quoted in the Over the Counter
Bulletin ("OTC-BB") under the trading symbol "CEUS" since December 1999. Prior
to December 1999, the Company's Common Stock was quoted in the OTC-BB under the
trading symbol "AIMG," and from April 1995 until April 23, 1999, the Company's
Common Stock was listed for trading on the Vancouver Stock Exchange (the "VSE").

         As of March 7, 2000, there were approximately 486 holders of record
of the Company's Common Stock.


                                       9

<PAGE>   11


         The following table sets forth the high and low sales prices per share
of the Company's Common Stock as reported on the VSE for fiscal year 1998 and
1999 through April 23, 1999 and the high and low bid prices per share of the
Company's Common Stock as reported on the OTC-BB from April 23, 1999 to December
31, 1999. The high and low bid prices reflect inter-dealer prices, without
retail mark-up, mark-downs or commissions, and may not represent actual
transactions.

<TABLE>
<CAPTION>
FISCAL YEAR 1998                              HIGH                 LOW
                                              ----                 ---
<S>                                         <C>                 <C>
First Quarter....................           $  2.75             $   .90
Second Quarter...................              3.25                1.95
Third Quarter....................              4.00                3.00
Fourth Quarter...................              3.50                2.50

FISCAL YEAR 1999
First Quarter....................           $  4.50             $  3.00
Second Quarter...................              6.75                3.25
Third Quarter....................              5.50                4.15
Fourth Quarter...................              5.31                3.38
</TABLE>


         The Company has never paid or declared cash dividends and currently
intends to retain any future earnings for the operation and expansion of its
business. Any determination to pay cash dividends in the future will be at the
discretion of the Board of Directors and will be dependent on the Company's
financial condition, results of operations, contractual restrictions, capital
requirements, business prospects, restrictive debt covenants and such other
factors as the Board of Directors deems relevant.


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

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated the amount of
certain items included in the Company's Statement of Operations:


<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                    -----------------------------
                                                                          1999            1998
                                                                    -------------    ------------
<S>                                                                 <C>              <C>
Net sales                                                           $   1,695,853           --
Cost of sales                                                           1,935,121           --
                                                                    -------------    ------------
    Gross loss                                                           (239,268)          --
                                                                    -------------    ------------

Selling, general, and administrative expenses:
    Stock compensation expense                                          1,063,300           --
    Amortization expense                                                  680,833           --
    Other selling, general and administrative expenses                    960,952           --
                                                                    -------------    ------------
        Total selling, general and administrative expenses              2,705,085           --
                                                                    -------------    ------------
</TABLE>


                                       10

<PAGE>   12

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                    -----------------------------
                                                                          1999            1998
                                                                    -------------    ------------
<S>                                                                 <C>              <C>
    Operating loss                                                     (2,944,353)             --
Interest expense, net                                                     513,242              --
                                                                    -------------    ------------
    Loss before income taxes and
     discontinued operations                                           (3,457,595)             --
Income Tax                                                                     --              --
                                                                    -------------    ------------
    Loss before discontinued operations                                (3,457,595)             --
                                                                    -------------    ------------
Discontinued operations:
    Loss from discontinued operations                                    (239,957)   $   (351,606)
    Loss on disposal of discontinued operations                        (3,486,297)             --
                                                                    -------------    ------------
                                                                       (3,726,254)       (351,606)
                                                                    -------------    ------------
    Net Loss                                                        $  (7,183,849)   $   (351,606)
                                                                    =============    ============
Loss per share-basic and diluted                                    $       (1.57)             --
    Loss before discontinued operations                                     (1.69)          (0.27)
                                                                    -------------    ------------
    Discontinued net loss                                                   (3.26)          (0.27)
Imputed noncash preferred stock dividend                                       --           (0.05)
                                                                    -------------    ------------
    Loss available to common shares                                 $       (3.26)          (0.32)
                                                                    =============    ============
Weighted average common shares outstanding                              2,198,690       1,325,016
                                                                    =============    ============
</TABLE>


YEARS ENDED DECEMBER 31, 1999 AND 1998

         The results from continuing operations for 1999 were derived from the
operations of the three companies acquired during 1999. On July 30, 1999, the
Company acquired Cereus Bandwith and ESG, and on November 15, 1999, the Company
acquired CSS. CSS and ESG provide business application software and services to
the middle market through traditional delivery methods. Cereus Bandwith is a
provider of Internet-based technology services to small and middle market
companies.

         Revenues of approximately $1,696,000 for 1999 were derived principally
from sales of software, consulting and development fees and Internet service
fees.

         Cost of sales of approximately $1,935,000 for 1999 primarily reflect
the cost of software products and consulting, development and other direct labor
costs associated with the 1999 revenue.


                                       11

<PAGE>   13

         Stock compensation expense of approximately $1,063,000 in 1999
represents non-cash charges related to the granting of stock options and
warrants to employees and others during 1999 and related shares issued to
employees as part of an acquisition.

         Amortization of goodwill of approximately $681,000 reflects the
amortization expense for 1999 related to the goodwill associated with the three
acquisitions during 1999.

         Other selling, general and administrative fees for 1999 of
approximately $961,000 primarily relate to payroll expenses, professional
services fees, travel expenses, bad debt expenses and other overhead costs,
including depreciation and rent.

         Interest expense of approximately $513,000 for 1999 includes
approximately $373,000 of amortization expense related to the discount on
the Subordinate Notes issued in 1999.

         Loss from discontinued operations of approximately $240,000 for 1999
and $352,000 for 1998 represent the losses for the mineral operations for those
respective periods.

         Loss on disposal of discontinued operations of approximately $3,486,000
in 1999 reflect the write-down of the book value of the mining companies to fair
market value plus an additional accrual for severance and transaction costs
associated with its disposition of these companies.

LIQUIDITY AND SOURCES OF CAPITAL

         Cereus has been funded using both equity and debt financing and, most
recently, from the proceeds of a private equity placement of common stock and
warrants completed on February 8, 2000. The net proceeds to the Company from
this private equity placement were approximately $20 million, and upon the
exercise in full of the warrants issued as part of such private equity
placement, the Company will receive additional proceeds of approximately $40
million. As of December 31, 1999, we had a working capital deficit of
approximately $6,250,000. Cash used in continuing operating activities was
approximately $654,000 for the year ended December 31, 1999. Cash used in
operations, including discontinued operations, was approximately $1,006,000 in
1999 compared with cash used in operations of $164,000 in 1998. This reflects
the cash used in continuing operating activities in 1999 as well as the change
in operating assets of both continuing and discontinued operations.

         Cash used in investing activities was approximately $2,118,000 in 1999
compared to $85,000 in 1998. This resulted from the acquisition of Cereus
Bandwidth, ESG and CSS during the 1999.

         Net cash provided by financing activities was approximately $2,799,000
in 1999 compared with $564,000 in 1998. The increased cash resulted from several
rounds of debt and equity funding in 1999.

         Overall the Company used approximately $325,000 in cash in 1999
compared with cash provided of $315,000 in 1998. The cash activity depicted
above is consistent with the new business strategy. We anticipate our
expenditures will be significant as we continue to expand our ASP and web
integration strategy but we believe our liquidity and capital resources will be
sufficient to satisfy our cash requirements for the next 12 to 18 months,
excluding any acquisitions or significant hiring activities. In the event
additional capital resources are required, we will attempt to raise additional
equity and debt capital. There can be no assurance that we will be able to raise
such funds, however, if necessary we can reduce expenses or revaluate our
strategy for further cost reductions.


                                       12
<PAGE>   14



ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES:
      Independent Auditors'Reports.................................................................     14

      Consolidated Balance Sheet, as of December 31, 1999...........................................    16

      Consolidated Statements of Operations for Years Ended December 31, 1999 and 1998..............    18

      Consolidated Statements of Stockholders' Equity for Years Ended December 31, 1999 and 1998....    19

      Consolidated Statements of Cash Flows for Years Ended December 31, 1999 and 1998..............    20

      Notes to Consolidated Financial Statements....................................................    22
</TABLE>


                                       13

<PAGE>   15



                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Cereus Technology Partners, Inc.:

We have audited the accompanying consolidated balance sheet of Cereus Technology
Partners, Inc. and subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cereus Technology
Partners, Inc. and subsidiaries as of December 31, 1999, and the results of
their operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.


                                             KPMG LLP

Atlanta, Georgia
April 3, 2000

                                      14



<PAGE>   16
                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
Cereus Technology Partners, Inc.


         We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of Cereus Technology Partners, Inc. and
subsidiaries for the year ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated results of operations
and cash flows of Cereus Technology Partners, Inc. and subsidiaries for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles.






                                           Moore Stephens Frost



Little Rock, Arkansas
January 28, 1998 (Except for note 3, for
         which the date is March 31, 2000)


                                       15
<PAGE>   17



                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 1999


                                        ASSETS


<TABLE>
<S>                                                                 <C>
Current assets:
    Accounts receivable, less allowances
       of $551,000                                                   $        814,892
    Prepaid expenses and other current assets                                 145,120
    Assets of discontinued operations held for sale                           640,000
                                                                     ----------------
                         Total current assets                               1,600,012
                                                                     ----------------
Property and equipment, net                                                   304,166
Goodwill, net of accumulated amortization of $680,833                      11,348,425
Other assets                                                                  305,976
                                                                     ----------------
                                                                     $     13,558,579
                                                                     ================
</TABLE>



See accompanying notes to consolidated financial statements.



                                       16
<PAGE>   18



                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<S>                                                                         <C>
Current liabilities:
    Bank overdraft                                                          $        107,702
    Notes payable and short-term debt                                              3,351,163
    Accounts payable                                                               1,976,411
    Accrued expenses and other current liabilities                                 1,776,783
    Accrued stock compensation                                                       638,300
                                                                            ----------------
                   Total current liabilities                                       7,850,359
Long-term debt                                                                        36,463
                                                                            ----------------
                   Total liabilities                                               7,886,822
                                                                            ----------------
Stockholders' equity:
    Preferred stock                                                                       --
    Common stock                                                                      40,627
    Additional paid-in capital                                                    15,481,923
    Accumulated deficit                                                           (8,835,482)
                                                                            ----------------
                   Total                                                           6,687,068
    Less notes receivable from stockholders                                       (1,015,311)
                                                                            ----------------
                   Total stockholders' equity                                      5,671,757
                                                                            ----------------
Commitments and contingencies                                               $     13,558,579
                                                                            ================
</TABLE>

                                       17


<PAGE>   19

               CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                     Consolidated Statements of Operations
                     Years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                             -------------------------
                                                                1999            1998
                                                             -----------     ---------
<S>                                                          <C>             <C>
Net sales................................................... $ 1,695,853            --
Cost of sales...............................................   1,935,121            --
                                                             -----------     ---------
      Gross loss............................................    (239,268)           --
                                                             -----------     ---------
Selling, general, and administrative expenses:
  Stock compensation expense................................   1,063,300            --
  Amortization expense......................................     680,833            --
  Other selling, general, and administrative expenses.......     960,952            --
                                                             -----------     ---------
      Total selling, general, and administrative
        expenses............................................   2,705,085            --
                                                             -----------     ---------
      Operating loss........................................  (2,944,353)           --
Interest expense, net.......................................     513,242            --
                                                             -----------     ---------

      Loss before income taxes and discontinued
        operations..........................................  (3,457,595)           --

Income taxes from continuing operations                               --            --
                                                             -----------     ---------
      Loss before discontinued operations...................  (3,457,595)           --
                                                             -----------     ---------
Discontinued operations:
  Loss from discontinued operations.........................    (239,957)     (351,606)
  Loss on disposal of discontinued operations...............  (3,486,297)           --
                                                             -----------     ---------
                                                              (3,726,254)     (351,606)
                                                             -----------     ---------
      Net loss.............................................. $(7,183,849)     (351,606)
                                                             ===========     =========

Loss per share -- basic and diluted:
  Loss before discontinued operations....................... $     (1.57)           --
  Discontinued operations...................................       (1.69)        (0.27)
                                                             ===========     =========
      Net loss..............................................       (3.26)        (0.27)
Imputed noncash preferred stock dividend....................          --         (0.05)
                                                             -----------     ---------
      Loss available to common shares....................... $     (3.26)        (0.32)
                                                             ===========     =========
  Weighted average common shares outstanding................   2,198,690     1,325,016
                                                             ===========     =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       18
<PAGE>   20



                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                     Years ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                    PREFERRED                       COMMON
                                                            ------------------------       --------------------------
                                                             SHARES          AMOUNT          SHARES          AMOUNT
                                                            --------      ----------       ---------      -----------
<S>                                                        <C>            <C>             <C>             <C>
Balances at December 31, 1997                                     --      $       --       1,326,685      $    13,267
Issuance of 150,000 shares of preferred stock                150,000         150,000              --               --
Cashless exercise of stock options                                --              --           2,476               25
Imputed noncash dividend on preferred stock                       --              --              --               --
Net loss                                                          --              --              --               --
                                                            --------      ----------       ---------      -----------
Balances at December 31, 1998                                150,000         150,000       1,329,161           13,292
Issuance of common stock for convertible notes                    --              --         214,287            2,143
Issuance of common stock in secondary offering                    --              --         624,750            6,248
Issuance of common stock and note receivable to acquire
      common stock in connection with acquisitions                --              --       1,749,999           17,500
Conversion of outstanding preferred stock                   (150,000)       (150,000)         75,000              750
Common stock granted for services                                 --              --          66,666              667
Cashless exercise of stock options                                --              --           2,741               27
Discount on subordinated debt                                     --              --              --               --
Net loss                                                          --              --              --               --
                                                            --------      ----------       ---------      -----------
Balances at December 31, 1999                                     --      $       --       4,062,604      $    40,627
                                                            ========      ==========       =========      ===========
</TABLE>


<TABLE>
<CAPTION>

                                                            ADDITIONAL                            NOTES
                                                             PAID-IN       RETAINED           RECEIVABLE FROM        TOTAL
                                                             CAPITAL       EARNINGS            SHAREHOLDERS          EQUITY
                                                           ----------     ----------            ----------         ---------
<S>                                                       <C>            <C>                   <C>               <C>
Balances at December 31, 1997                               4,242,467     (1,232,527)                   --         3,023,207
Issuance of 150,000 shares of preferred stock                 225,000             --                    --           375,000
Cashless exercise of stock options                                (25)            --                    --                --
Imputed noncash dividend on preferred stock                    67,500        (67,500)                   --                --
Net loss                                                           --       (351,606)                   --          (351,606)
                                                           ----------     ----------            ----------         ---------
Balances at December 31, 1998                               4,534,942     (1,651,633)                   --         3,046,601
Issuance of common stock for convertible notes                447,857             --                    --           450,000
Issuance of common stock in secondary offering              2,492,752             --                    --         2,499,000
Issuance of common stock and note receivable to acquire                                                                   --
      common stock in connection with acquisitions          7,586,500             --            (1,015,311)        6,588,689
Conversion of outstanding preferred stock                    (225,750)            --                    --          (375,000)
Common stock granted for services                             199,333             --                    --           200,000
Cashless exercise of stock options                                (27)            --                    --                --
Discount on subordinated debt                                 446,316             --                    --           446,316
Net loss                                                           --     (7,183,849)                   --        (7,183,849)
                                                           ----------     ----------            ----------         ---------
Balances at December 31, 1999                              15,481,923     (8,835,482)           (1,015,311)        5,671,757
                                                           ==========     ==========            ==========         =========
</TABLE>


See accompanying notes to combined financial statements.


                                       19
<PAGE>   21



                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                     Years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31,
                                                                                    ----------------------------------
                                                                                          1999               1998
                                                                                    --------------      --------------
<S>                                                                                <C>                 <C>
Operating activities:
    Continuing operations:
       Loss from continuing operations                                              $   (3,457,595)                 --
       Adjustments to reconcile net loss to net cash
          provided by continuing operating activities:
            Depreciation and amortization                                                  725,136                  --
            Noncash stock compensation                                                   1,063,300                  --
            Accounts receivable allowances                                                 526,000                  --
            Amortization of debt discount                                                  372,975
            Changes in operating assets and liabilities:
               Accounts receivable                                                        (749,146)                 --
               Prepaid expenses and other current assets                                  (394,883)                 --
               Other assets                                                               (305,976)                 --
               Accounts payable                                                            966,770                  --
               Accrued expenses and other liabilities                                      (39,008)
               Accrued stock compensation                                                  638,300                  --
                                                                                    --------------      --------------
                   Net cash used in continuing operating activities                       (654,127)                 --
                                                                                    --------------      --------------

    Discontinued operations:
       Loss from discontinued operations                                                  (239,957)           (351,606)
       Loss on disposal of discontinued operations                                      (3,486,297)                 --
       Adjustments to reconcile loss from discontinued operations
          to net cash provided by discontinued operating activities:
            Loss on divested operations                                                  3,486,297                  --
            Changes in operating assets and liabilities for discontinued
               operating activities                                                       (112,387)            187,270
                                                                                    --------------      --------------
                   Net cash used in discontinued operating activities                     (352,344)           (164,336)
                                                                                    --------------      --------------
                   Net cash used in  operating activities                               (1,006,471)           (164,336)
                                                                                    --------------      --------------

Investing activities:
    Continuing operations:
       Additions to property and equipment                                                (167,810)                 --
       Acquisition of  businesses, net of cash acquired                                 (1,950,000)                 --
                                                                                    --------------      --------------
                   Net cash used in investing activities for
                      continuing operations                                             (2,117,810)                 --
                                                                                    --------------      --------------

    Discontinued operations:
       Additions to property, plant, and equipment                                              --             (91,160)
       Proceeds from sale of property, plant and, and equipment                                 --              11,000
       Increase in resource property                                                            --              (5,000)
                                                                                    --------------      --------------
                   Net cash used in investing activities for
                      discontinued operations                                                   --             (85,160)
                                                                                    --------------      --------------

                   Net cash used in investing activities                                (2,117,810)            (85,160)

Financing activities:
    Increase in bank overdraft                                                             107,702                  --
    Proceeds from borrowings from note payable                                                  --             150,000
    Proceeds from issuance of long-term debt                                             1,259,103             161,489
    Repayments of long-term debt                                                           (51,054)           (122,050)
    Issuance of notes receivable                                                        (1,015,311)                 --
    Issuance of common stock                                                             2,499,000                  --
    Issuance of preferred stock                                                                 --             375,000
                                                                                    --------------      --------------
               Net cash provided by financing activities                                 2,799,440             564,439
                                                                                    --------------      --------------
               Net increase in cash and cash equivalents                                  (324,841)            314,943
Cash and cash equivalents at beginning of period                                           324,841               9,898
                                                                                    ==============      ==============
Cash and cash equivalents at end of period                                          $           --             324,841
                                                                                    ==============      ==============

</TABLE>


                                       20
<PAGE>   22



                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                     Years ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31,
                                                                             --------------------------------
                                                                                  1999                  1998
                                                                             ------------        ------------
<S>                                                                          <C>                 <C>
Supplemental disclosures of cash flow information: Cash paid during
    the period for continuing operations:
       Interest                                                              $    140,267                  --
                                                                             ============        ============
       Income taxes                                                          $         --                  --
                                                                             ============        ============

Supplemental disclosures of noncash investing and financing activities:
       Issuance of common stock for businesses acquired                      $  7,604,000                  --
                                                                             ============        ============
       Issuance of debt for businesses acquired                              $  1,575,000                  --
                                                                             ============        ============
       Issuance of common stock for convertible notes                        $    450,000                  --
                                                                             ============        ============
       Conversion of outstanding preferred stock                             $    375,000                  --
                                                                             ============        ============
       Common stock granted for services                                     $    200,000                  --
                                                                             ============        ============
       Imputed noncash dividend on preferred stock                           $         --              67,500
                                                                             ============        ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       21




<PAGE>   23


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

     (a)  BUSINESS AND BASIS OF PRESENTATION

          Cereus Technology Partners, Inc. and subsidiaries (the "Company" or
          "Cereus"), was formerly named AIM Group, Inc. prior to December 1,
          1999. Prior to July 31, 1999, the Company had been solely engaged
          since its incorporation in 1994 in the development of specialized
          minerals and operation of specialty materials projects ("Mineral
          Operations"). Although the Company continues to be engaged in the
          Minerals Operations, in the fourth quarter of 1999 the Company made
          the decision to discontinue its Mineral Operations and either sell or
          close the operations. On March 31, 2000, the Company entered into an
          agreement to sell its mineral businesses for approximately $640,000,
          plus approximately $340,000 of working capital contributions, to the
          Company's former Chairman of the Board (the "Mineral Transaction").
          Accordingly, the surface modification and mining operations have been
          reflected as discontinued operations in the accompanying consolidated
          financial statements. The Mineral Transaction is expected to be
          completed during the quarter ending June 30, 2000 (see note 3).

          In 1999, the Company acquired three companies that provided
          information technology services and began providing business software
          implementation and consulting and Internet services. On July 30, 1999,
          the Company acquired The Reddy Group, Inc. and its wholly-owned
          subsidiary, Cereus Bandwidth LLC (collectively, "Cereus Bandwidth"),
          an Atlanta-based Internet service provider ("ISP") which developed and
          currently markets a variety of Internet, intranet and e-commerce
          services. On July 30, 1999, the Company acquired Enterprise Solutions
          Group, Inc. ("ESG"), a West Palm Beach based business software
          applications consulting firm. On November 15, 1999, the Company
          acquired Client Server Solutions, Inc. ("CSS"), an Atlanta-based
          business software sales and service company. ESG and CSS are focused
          on enterprise resource planning ("ERP") applications consisting of
          integrated financial, administrative, payroll and human resource,
          manufacturing, distribution, point-of-sale and inventory management
          software. The applications are supported by software that includes
          management information systems and database management of sales and
          marketing information.

     (b)  PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the financial statements
          of Cereus Technology Partners, Inc. and its wholly owned subsidiaries.
          All significant intercompany balances and transactions have been
          eliminated in consolidation.

     (c)  REVENUE AND COST RECOGNITION

          Revenue is derived from the sale of software licenses, hardware, and
          software services and is allocated to each element of multi-element
          arrangements based in the relative fair values of the elements, which
          is established by the price charged when the respective element is
          sold separately.

          Revenue from license fees and hardware is recognized when persuasive
          evidence of an agreement exists, delivery of the product has occurred,
          the fee is fixed or determinable and collectibilty is probable.


                                       22


<PAGE>   24


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

          Software services include installation, training, and maintenance.
          Revenue from installation and training are recognized upon performance
          of the related services. Installation and training services are
          offered and billed as separate elements of contracts and are not
          essential to the functionality of the software.

          Maintenance is offered as a separate element and includes the right to
          unspecified upgrades on a when-and-if available basis. Maintenance
          revenue is deferred and recognized ratably over the term of the
          related contract, usually one year. Specified upgrades are not
          typically offered to customers.

          In December 1998, the Accounting Standards Committee of the American
          Institute of Certified Public Accountants issued SOP 98-9, Software
          Revenue Recognition with Respect to Certain Transactions. SOP 98-9 is
          effective for fiscal years beginning after March 15, 1999. The Company
          does not expect a material change to its accounting for revenues as a
          result of adopting the provisions of SOP 98-9.

          Accounts receivable include amounts due from customers for which
          revenue has been recognized. Deferred revenue consists of amounts
          collected from customers for license and software services that have
          not met the criteria for revenue recognition.

     (d)  CASH EQUIVALENTS

          The Company considers all short-term, highly liquid investments with
          original maturities of three months or less to be cash equivalents.

     (e)  PROPERTY AND EQUIPMENT

          Property and equipment are stated at cost. Amortization of capital
          lease assets is included in depreciation expense. Depreciation is
          provided on a straight-line basis over the estimated useful lives of
          the assets, which is generally 5 years for computer equipment and 10
          years for furniture, fixtures and office equipment.

          Depreciation expense for continuing operations was $50,088, and $-0-
          for the years ended December 31, 1999, and 1998, respectively.


                                       23



<PAGE>   25


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

          Property and equipment, net, consisted of the following at December
          31, 1999:

<TABLE>
<CAPTION>
                                                                              1999
                                                                         ---------------
<S>                                                                      <C>
          Office equipment                                               $        58,506
          Furniture and fixtures                                                  89,901
          Computer equipment                                                     120,225
          Computer software                                                       85,622
                                                                         ---------------
                                                                                 354,254
          Less accumulated depreciation and amortization                          50,088
                                                                         ---------------
                    Property and equipment, net                          $       304,166
                                                                         ===============
</TABLE>


     (f)  GOODWILL

          Goodwill, which represents the excess purchase price over net assets
          acquired, is amortized on a straight-line basis over the expected
          period to be benefited, generally 5 years. The Company evaluates the
          recoverability of these intangible assets at each period end using the
          undiscounted estimated future net operating cash flows expected to be
          derived from such assets. The amount of goodwill impairment, if any,
          is measured based on projected discounted future operating cash flows
          using a discount rate reflecting the Company's anticipated average
          cost of funds. The assessment of the recoverability of goodwill will
          be impacted if estimated future operating cash flows are not achieved.

     (h)  INCOME TAXES

          Income taxes are accounted for under the asset and liability method.
          Deferred tax assets and liabilities are recognized for the future tax
          consequences attributable to differences between the financial
          statement carrying amounts of existing assets and liabilities and
          their respective tax bases and operating loss and tax credit
          carryforwards. Deferred tax assets and liabilities are measured using
          the enacted tax rates expected to apply to taxable income in the years
          in which those temporary differences are expected to be recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is recognized in the statement of operations in the
          period that includes the enactment date.

     (i)  STOCK-BASED COMPENSATION

          The Company applies the intrinsic value-based method of accounting
          prescribed by Accounting Principles Board ("APB") Opinion No. 25,
          "Accounting for Stock Issued to Employees," and related
          interpretations, in accounting for its stock-based awards. As such,
          compensation expense would be recorded on the date of grant only if
          the current market price of the underlying stock exceeded the exercise
          price. Statement of Financial Accounting Standards No. 123, Accounting
          for Stock-Based Compensation ("SFAS No. 123") established accounting
          and disclosure requirements using a fair value-based method of
          accounting for stock-based employee compensation plans. As allowed by
          SFAS No. 123, the Company has elected to continue to apply the
          intrinsic value-based method of accounting described above, and has
          adopted the disclosure requirements of SFAS No. 123.


                                       24


<PAGE>   26


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     (j)  EARNINGS PER SHARE

          Net loss per share-basic is computed based on net loss divided by the
          weighted average common shares outstanding during the year. Earnings
          per share is not presented on a diluted basis, as the effect of
          potentially dilutive securities was either anti-dilutive due to net
          losses or immaterial for the periods presented.

     (k)  COMPREHENSIVE INCOME

          No statements of comprehensive income have been included in the
          accompanying consolidated financial statements for the years ended
          December 31, 1999 and 1998 since the Company does not have any "other
          comprehensive income" to report.

     (l)  RECENT ACCOUNTING PRONOUNCEMENTS

          In June 1998, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"),
          Accounting for Derivative Instruments and Hedging Activities. This
          statement establishes accounting and reporting standards for
          derivative instruments, including derivative instruments embedded in
          other contracts, and for hedging activities. It requires that, at
          adoption, hedging relationships should be designated anew and that
          entities recognize all derivatives as either assets or liabilities in
          the statement of financial position and to measure those instruments
          at fair value. The accounting for changes in the fair value of a
          derivative depends on the intended use of the derivative and the
          resulting designation. Pursuant to Statement of Financial Accounting
          Standards No. 137, Accounting for Derivative Instruments and Hedging
          Activities, SFAS 133 is effective for all fiscal years beginning after
          June 15, 2000. The Company expects that there will be no material
          impact as a result of its adoption of SFAS No. 133.

     (m)  USE OF ESTIMATES

          Management of the Company has made a number of estimates and
          assumptions relating to the reporting of assets and liabilities and
          the disclosure of contingent assets and liabilities to prepare these
          financial statements in conformity with generally accepted accounting
          principles. Actual results could differ from those estimates.

     (n)  IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED
          OF

          Long-lived assets and certain identifiable intangibles are reviewed
          for impairment whenever events or changes in circumstances indicate
          that the carrying amount of an asset may not be recoverable.
          Recoverability of assets to be held and used is measured by a
          comparison of the carrying amount of an asset to undiscounted future
          net cash flows expected to be generated by the asset. If such assets
          are considered to be impaired, the impairment to be recognized is
          measured by the amount by which the carrying amount of the assets
          exceeds the fair value of the assets. Assets to be disposed of are
          reported at the lower of the carrying amount or the fair value less
          costs to sell.


                                       25




<PAGE>   27


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     (o)  RECLASSIFICATIONS

          Certain reclassifications have been made to the 1998 consolidated
          financial statements to conform to the presentation adopted in 1999.

     (p)  COMMITMENTS AND CONTINGENCIES

          Liabilities for loss contingencies arising from claims, assessments,
          litigation, fines and penalties and other sources are recorded when it
          is probable that a liability has been incurred and the amount of the
          assessment and/or remediation can be reasonably estimated. Recoveries
          from third parties, which are probable of realization, are separately
          recorded, and are not offset against the related liability, in
          accordance with Financial Accounting Standards Board Interpretation
          No. 39, "Offsetting of Amounts Related to Certain Contracts."


(2)  ACQUISITIONS

     On July 30, 1999, Cereus acquired 100% of the outstanding common stock of
     ESG pursuant to a Stock Purchase Agreement, dated as of July 31, 1999 (the
     "ESG Agreement"), by and between the Company and the shareholders of ESG,
     for approximately $3,024,000 including acquisition costs. The total
     consideration paid by Cereus in connection with the ESG acquisition
     consisted of $550,000 in cash, a $250,000 two-year subordinated note and
     383,333 shares of the Company's common stock valued at $5.06 per share
     totaling $1,941,000. As a result of the acquisition, ESG became a
     wholly-owned subsidiary of the Company. The purchase method of accounting
     was used to record the acquisition. Accordingly, the results of operations
     of ESG for the period July 31, 1999 through December 31, 1999 are included
     in the Company's consolidated financial statements. The excess of the
     purchase price over the fair value of the net assets acquired,
     approximately $2,754,000, was recorded as goodwill and is being amortized
     over five years, the expected benefit period.

     On July 30, 1999, the Company acquired 100% of the outstanding common stock
     of Cereus Bandwidth ("CB") pursuant to a Stock Purchase Agreement, dated as
     of July 31, 1999 (the "CB Agreement"), by and between the Company and the
     shareholders of CB, for approximately $2,965,000 including acquisition
     costs. The total consideration paid by the Company in connection with the
     acquisition consisted of $1 million in cash and 333,333 shares of the
     Company's common stock valued at $5.06 per share totaling $1,688,000. As a
     result of the acquisition, CB became a wholly-owned subsidiary of the
     Company. The purchase method of accounting was used to record the
     acquisition. Accordingly, the results of operations for CB for the period
     July 31, 1999 through December 31, 1999 are included in the Company's
     consolidated financial statements. The excess of the purchase price over
     the fair value of the net assets acquired, approximately $2,850,000, was
     recorded as goodwill and is being amortized over five years, the expected
     benefit period.

     On November 15, 1999, the Company acquired 100% of the issued and
     outstanding capital stock of each of Client Server Solutions, Inc. ("CSS"),
     a Delaware corporation, and CSS Financial Software Sales, Inc. ("CSS
     Financial"), a Georgia corporation, pursuant to a Merger Agreement,
     dated as of November 15, 1999 (the "CSS Agreement"), by and between the
     Company and the shareholders of CSS and CSS Financial, for approximately
     $5,134,000 including acquisition costs (net of notes receivable issued to
     the selling shareholders). The total consideration paid by Cereus in
     connection with the acquisition


                                       26


<PAGE>   28


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     consisted of $400,000 in cash, $1,325,000 in short term notes payable, and
     983,333 shares of the Company's common stock, including 150,000 shares held
     in escrow, valued at $4.50 per share totaling $4,425,000 subject to a
     future earn-out provision. As a result of the acquisition, each of CSS and
     CSS Financial were merged with and into a wholly-owned subsidiary of the
     Company. The purchase method of accounting was used to record the
     acquisition. Accordingly, the results of operations for CSS for the period
     November 16, 1999 through December 31, 1999 are included in the Company's
     consolidated financial statements. The excess of the purchase price over
     the fair value of the net assets acquired, approximately $6,425,000, was
     recorded as goodwill and is being amortized over five years, the expected
     benefit period.

     The following unaudited pro forma financial information presents the
     combined results of operations of the Company, ESG, CB, and CSS as if the
     acquisitions had occurred on January 1, 1998 after giving effect to certain
     adjustments including amortization of goodwill. The pro forma financial
     information does not necessarily reflect the results of operations that
     would have occurred had the Company, ESG, CB, and CSS constituted a single
     entity during such periods.

<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                                  --------------------------------
                                                       1999             1998
                                                  --------------   ---------------
                                                             (Unaudited)
<S>                                               <C>              <C>
           Pro forma consolidated net sales       $     6,380,684  $      6,579,595
                                                  ==============   ===============
           Pro forma consolidated loss before
                discontinued operations           $   (4,827,797)  $      (101,303)
                                                  ==============   ===============
           Pro forma consolidated net loss        $   (8,554,051)  $      (452,909)
                                                  ==============   ===============
           Pro forma loss per share               $        (2.46)  $         (0.14)
                                                  ==============   ===============
</TABLE>



(3)  DISCONTINUED OPERATIONS

     The Company, until July 31, 1999, was solely a mining and mined products
     company. During 1999, the Company decided to change its business model to
     become a technology services company. To accomplish this objective, the
     Company acquired three technology consulting companies and changed its
     name.

     In March 2000, the Company executed a sale agreement with the former
     Chairman and President of the Company. This agreement specifies a purchase
     price of approximately $640,000 for the stock of all mining subsidiaries
     plus approximately $340,000 of working capital contributions to be provided
     by the Company. The consideration will be in the form of an
     interest-bearing note, due in 180 days, unless called earlier by the
     Company based upon certain rights. This note is secured by the pledge of
     84,000 shares of the Company's stock.

     The Company will retain no subsequent interests in any mining operations or
     assets, no liabilities, expressed or contingent with respect to the mining
     operations, and the ultimate payment of the note is not tied in any form to
     the results of the mining operations.

     The sales price approximates the fair market value of the assets, as
     determined by an independent appraiser. Therefore, the Company wrote down
     the book value of its mining operations to this fair market value and
     accrued for transaction costs and severance obligations associated with the


                                       27



<PAGE>   29


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     disposition. Management has estimated that income from operations for the
     mining operations would be approximately break-even until the expected
     closing date during the second fiscal quarter of fiscal 2000, and
     accordingly, did not accrue any amounts for future losses as of December
     31, 1999. In accordance with generally accepted accounting principles the
     Company's prior period financial statements have been reclassified to
     reflect the results of the discontinued operations.

(4)  ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

     Accrued expenses and other current liabilities consist of the following at
     December 31, 1999:

<TABLE>
<S>                                                                      <C>
        Accrued employee compensation and benefits                       $        507,064
        Accrued liabilities                                                       986,483
        Deferred revenue                                                           26,413
        Accrued interest payable                                                   58,824
        Taxes accrued and withheld                                                197,999
                                                                         ----------------
                                                                         $      1,776,783
                                                                         ================
</TABLE>

(5)  INCOME TAXES

     The Company has net operating loss carryforwards available to offset future
     taxable income of approximately $5,200,000 expiring through the year 2019.
     The net operating loss carryforwards are subject to certain limitations,
     computed on an annual basis. Due to the Company's continued losses and the
     restricted use of some of the net operating loss carryforwards, a valuation
     allowance has been recorded to offset net deferred tax assets.

     Deferred tax assets and liabilities at December 31, 1999 are as follows:


<TABLE>
<S>                                                                          <C>
             Gross deferred tax asset                                        $      3,900,000
             Less valuation allowance                                               2,500,000
                                                                             ----------------
                 Net deferred tax asset                                             1,400,000

             Gross deferred tax liability                                           1,400,000
                                                                             ----------------
                 Net deferred taxes                                          $             --
                                                                             ================
</TABLE>


                                      28
<PAGE>   30


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     The Company's income tax benefit from continuing operations for 1999 and
     1998 differed from the amounts computed by applying the Federal income tax
     rate of 34% as follows:

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                   ------------------------------------
                                                                           1999                1998
                                                                   ----------------     ---------------
<S>                                                                <C>                 <C>
             Computed expected income tax benefit                  $      1,176,000                  --
             Increase (decrease) in income tax benefit
                 resulting from:
                    Increase in valuation allowance                        (891,000)                 --
                    Amortization of goodwill                               (231,000)                 --
                    Other                                                   (54,000)                 --
                                                                   ----------------     ---------------
                                                                   $             --                  --
                                                                   ================     ===============
</TABLE>


(6)  DEBT

     The Company has a line of credit agreement with a bank which provides for
     borrowings of up to $400,000 with interest payable monthly at the prime
     rate plus 1.5% (effective rate of 10.46% at December 31, 1999). The line is
     collateralized by all business assets of the former CSS company and
     personal life insurance contracts. The line expires March 20, 2000 and is
     renewable at that time for one year. The Company had borrowings of $399,193
     under this line of credit at December 31, 1999, which were paid in full in
     April 2000.

     During 1999 the Company entered into several loan agreements with the
     selling shareholders of CSS and ESG. The balance of the loans payable under
     these agreements is $1,565,311 at December 31, 1999. The notes payable for
     CSS have a term of four to six months and bear interest at 8% per annum.
     The note payable for ESG is a subordinated promissory note with a two-year
     term bearing interest at 3% per annum and is payable in two equal
     installments of $130,653 on July 30, 2000 and 2001. During the first
     quarter of fiscal 2000, the ESG note was cancelled and replaced by the
     issuance of 50,000 shares of common stock at $5 per share and 50,000
     warrants exercisable at $10 per share and $300,000 of the CSS notes were
     canceled and replaced by the issuance of 60,000 shares of common stock at
     $5 per share and 60,000 warrants exercisable at $10 per share.

     The Company has several non-interest bearing loan agreements to fund the
     working capital needs of the Company totaling $35,000 at December 31, 1999.
     These loans were paid in full during the first quarter of fiscal 2000.

     In 1997 the Company issued $1,050,000 of Series A convertible notes payable
     (the "Convertible Notes"). At December 31, 1999 the Company had $600,000 of
     the Convertible Notes outstanding with three related parties. Prior to 1999
     the Convertible Notes were amended several times. The various amendments
     included provisions which: (a) extended the maturity date of the
     Convertible Notes to June 30, 1999; (b) increased the annual interest rate
     to 10%, effective January 1, 1997; (c) changed the conversion price to
     $2.10 per common share; and (d) agreed that the Company will not, without
     the prior approval of the holders of at least 80% of the principal amount
     of the Convertible Notes outstanding, incur any indebtedness which ranks
     senior in priority to payment to the Convertible Notes. In 1999, the
     Convertible Notes were amended to extend the maturity date to June 30, 2000
     as well as binding the holders of the Convertible Notes to certain
     provisions restricting the sale of any shares issued upon conversion. The
     Convertible Notes are unsecured. A total of $450,000 of the Convertible


                                      29
<PAGE>   31


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     Notes were converted in June 1999, in exchange for 214,286 shares of the
     Company's common stock. Subsequent to December 31, 1999, the remaining
     Convertible Notes were converted to common stock pursuant to the original
     terms.

     In 1999, the Company issued $825,000 of subordinated notes ("Subordinated
     Notes") which were convertible into common shares at $3.75 per share and
     warrants to purchase common shares at $4.00 per share. Upon conversion, the
     noteholders will receive warrants to purchase a number of shares equal to:
     0.5 times the number of shares into which their Subordinated Notes are
     converted if the Subordinated Notes are converted within 30 days of
     closing; 1.0 times the number of shares into which their Subordinated Notes
     are converted if the Subordinated Notes are repaid or converted up to 90
     days of closing; 1.5 times the number of shares into which their
     Subordinated Notes are convertible if the Subordinated Notes are repaid or
     converted after 90 days of closing. The interest rate on the Subordinated
     Notes is 15% per annum payable semi-annually. The Subordinated Notes mature
     on October 15, 2000. As of December 31, 1999, the Subordinated Notes and
     related debt discount of $73,341 were outstanding. On February 10, 2000,
     all of the Subordinated Notes were converted to stock and warrants. (See
     note 10.)


(7)  SHAREHOLDERS' EQUITY

     (a)  COMMON AND PREFERRED STOCK

          Pursuant to the Company's Restated Certificate of Incorporation, the
          Company is authorized to issue 50 million shares of common stock, $.01
          par value per share, and 10 million shares of convertible preferred
          stock, with $1.00 par value per share.

          The preferred shares were convertible into one share of common stock,
          as adjusted for any future stock dividends, stock splits or reverse
          stock splits. The conversion feature of the preferred stock is $2.50
          per share, which was less than the current market price for the common
          stock at December 31, 1998. This resulted in a beneficial conversion
          amount, which was recorded as an imputed non-cash preferred stock
          dividend for the year ended December 31, 1998 in the accompanying
          consolidated financial statements. The preferred shares were converted
          in 1999, and no shares were outstanding as of December 31, 1999.

     (b)  STOCK OPTIONS

          (i)  STOCK OPTION PLANS

          In September 1997, the Company's shareholders approved the adoption of
          the Company's 1997 Stock Option Plan (the "Plan"), which is
          administered by the Company's Board of Directors, and authorized a
          total of 250,000 shares of Common Stock for issuance thereunder. The
          purpose of the Plan is to enable the Company to attract and retain
          competent personnel by offering them the opportunity to acquire a
          proprietary interest in the Company. On November 30, 1999,
          stockholders of the Company approved an increase in the number of
          shares of Common Stock authorized for issuance under the Plan from
          250,000 to 3,000,000 shares. Additionally, option grants for outside
          directors are covered by two separate plans. The Board has also
          approved option grants for non-employee advisors.


                                      30
<PAGE>   32


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     (ii) STOCK OPTION ACTIVITY

          The following table summarizes activity in the Company's stock option
          plans for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                  WEIGHTED-AVERAGE
                                                  SHARES           EXERCISE PRICE
                                                  ------           --------------
<S>                                            <C>                      <C>
         Options outstanding at
             December 31, 1997                    73,333                 $0.90

         Granted                                 121,000                  2.90
         Exercised                                (3,333)                 0.90
         Forfeited                                (8,333)                 0.90
                                                 -------
         Options outstanding at
             December 31, 1998                   182,669                  2.22

         Granted                                 783,333                  3.91
         Exercised                               (3,333)                  0.90
                                                 -------
         Options outstanding at
             December 31, 1999                   962,669                 $3.60
                                                 =======
</TABLE>


          The following table summarizes information about stock options
          outstanding and exercisable as of December 31, 1999:

<TABLE>
<CAPTION>
                                    OPTIONS OUTSTANDING                                     OPTIONS EXERCISABLE
          ---------------------------------------------------------------------        -----------------------------
                                                    WEIGHTED-
                                   NUMBER           AVERAGE           WEIGHTED-            NUMBER          WEIGHTED-
              RANGES OF        OUTSTANDING AT      REMAINING          AVERAGE          EXERCISABLE AT       AVERAGE
              EXERCISE           DECEMBER 31,     CONTRACTUAL         EXERCISE          DECEMBER 31,       EXERCISE
               PRICES               1999          LIFE(MONTHS)         PRICE                1999             PRICE
              --------           ------------     -----------         --------          ------------       --------
<S>                               <C>               <C>             <C>                   <C>             <C>
          $        0.90             58,336               93          $     0.90              25,835        $     0.90
              2.50-3.00            121,000              102                2.90              49,000              2.74
              3.00-4.75            783,333               58                3.91              52,500              4.00
                                   -------          -------          ----------             -------        ----------
          $   0.90-4.75            962,669               65          $     3.60             127,335        $     2.89
                                   =======          =======          ==========             =======        ==========
</TABLE>

          The per share weighted-average fair value of stock options granted
          during 1999 and 1998 was $4.41 and $2.90, respectively, on the date of
          grant using the Black Scholes option-pricing model. For the year ended
          December 31, 1999 the Company used the following weighted-average
          assumptions: dividend rate of 0%, expected volatility of 100%,
          risk-free interest rate of 6.5% and an expected life of one year. For
          the year ended December 31, 1998, the Company used the following
          weighted-average assumptions: dividend rate of 0%, expected volatility
          of 30%, risk-free interest rate of 4.61% to 6.09% and an expected life
          of 5 to 10 years.


                                      31
<PAGE>   33


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

          Under its adoption of SFAS No. 123, the Company applies the provisions
          of APB Opinion No. 25 in accounting for its stock option plans and,
          accordingly, no compensation cost has been recognized for stock
          options in the accompanying consolidated financial statements. Had the
          Company determined compensation cost based on the fair value of the
          option at the grant date, the Company's pro forma net loss would have
          been as follows:

<TABLE>
<CAPTION>
                                                                        YEAR END
                                                                       DECEMBER 31,
                                                           --------------------------------
                                                                 1999              1998
                                                           ---------------    -------------
<S>                                                       <C>                <C>
          Net loss:
              As reported                                  $  (7,183,849)          (351,606)
                                                           ===============    =============
              Pro forma                                    $  (9,229,205)          (358,600)
                                                           ===============    =============

          Loss per share:
              As reported                                  $         (3.26)           (0.32)
                                                           ===============    =============
              Pro forma                                    $         (4.20)           (0.32)
                                                           ===============    =============
</TABLE>

     (c)  OUTSTANDING STOCK PURCHASE WARRANTS AND PUT OBLIGATIONS

          In 1999, in connection with the issuance of the Subordinated Notes
          described in note 6, the Company issued stock purchase warrants
          enabling the holders to purchase 220,000 shares of the Company's Class
          A voting common stock at an exercise price of $4.00 per share at any
          time through December 2000. The estimated fair value of these warrants
          at the date issued was between $1.67 per share and $2.73 per share
          using a Black-Scholes option pricing model and assumptions similar to
          those used for valuing the Company's stock options as described above.
          The terms of the stock purchase warrants include certain registration
          rights and grant the holder the right and option to put the warrants
          back to the Company for cash for a period of 30 days immediately prior
          to the expiration thereof at a price equal to the fair market value of
          the shares of Class A voting common stock issuable to the holder upon
          exercise, as defined.

          In 1999, the Company also issued 168,738 warrants to purchase one
          share each of the Company's common stock. The warrants expire at
          various points between 2001 and 2004. The warrants have an exercise
          prices between $3.75 and $4.15 per share. The estimated fair value of
          these warrants at the dates issued was between $1.52 per share and
          $2.58 per share using a Black-Scholes option pricing model and
          assumptions similar to those used for valuing the Company's stock
          options as described above. At December 31, 1999, the warrants were
          outstanding.

(8)  COMMITMENTS AND CONTINGENCIES

     (a)  LEASE COMMITMENTS

          The Company is obligated under noncancelable operating lease
          agreements for office facilities, furniture and fixtures, and computer
          equipment for the next five years and thereafter.

          Future minimum lease payments under all noncancelable operating lease
          agreements with remaining terms in excess of one year in the aggregate
          and for the next five years are shown as follows:


                                      32
<PAGE>   34



                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>
          YEAR ENDING DECEMBER 31,
          ------------------------
<S>                                              <C>
                     2000                          $        612,033
                     2001                                   589,284
                     2002                                   540,391
                     2003                                   525,863
                     2004                                   512,110
                                                   ----------------
                    Total                          $      2,779,681
                                                   ================
</TABLE>

          Net rental expense for all cancelable and noncancelable operating
          leases was $99,774 for the year ended December 31, 1999. Net rental
          expense for all cancelable and noncancelable operating leases was $-0-
          for the year ended December 31, 1998.

     (b)  CONTRACTUAL COMMITMENTS

          In an agreement dated December 14, 1999, the Company agreed to issue
          approximately 53,000 shares of restricted stock valued at $250,000,
          its fair value at that date, in return for user licenses for resale
          from a software vendor. The Company committed to purchase a minimum of
          $500,000 of user licenses each year for the next three years following
          the anniversary date of the agreement. These licenses can be resold at
          any time in the future. In return, for the commitment, the Company
          will receive from the vendor 50,000 warrants to purchase the common
          stock of the vendor which vest when certain purchase levels have been
          attained. As of December 31, 1999, the Company had not issued its
          restricted stock or received the vendor's warrants.

          In a separate agreement with the same vendor dated December 23, 1999,
          the Company committed to purchase Application Service Provisioner
          user months for a total commitment of $1,115,000. This commitment is
          payable quarterly over the twelve month period beginning on the date
          of the contract. The user months can be resold anytime in the future.
          In return for this commitment, the Company will receive 5,000 warrants
          to purchase the common stock of the vendor which vest when certain
          purchase levels have been attained.

          In an agreement dated December 6, 1999, the Company committed to
          purchase software licenses from another vendor requiring payments
          totaling $250,000 through June 2000. For these payments, the Company
          will receive credits in excess of the $250,000 payment toward
          purchases of software licenses to be used anytime in the future.

          Additionally, the Company entered into contractual commitments to
          deliver products and services in the ordinary course of business. The
          Company believes that all such contractual commitments will be met or
          renegotiated such that no material adverse financial impact on the
          Company's financial position or results of operations will result from
          the Company's failure to meet these commitments.

     (c)  CONTINGENCIES

          The Company is subject to lawsuits, claims, and other complaints
          arising out of the ordinary conduct of business. While the ultimate
          results and outcomes from these matters cannot be


                                       33
<PAGE>   35


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

          determined precisely, management, based in part upon the advice of
          legal counsel, believes that all matters are adequately covered by
          insurance or, if not covered, are without merit or are of such amounts
          as would not have a material adverse effect on the Company's financial
          position or results of operations.

(9)  MAJOR CUSTOMERS

     For the year ended December 31, 1999, one customer accounted for 21% of
     revenues.

(10) SUBSEQUENT EVENTS

     (a)  PRIVATE PLACEMENT

     On February 8, 2000 the Company completed a private equity placement of its
     common stock. The placement consisted of approximately 4 million shares of
     common stock at $5 per share and a like number of warrants exercisable at
     $10 per share. The gross proceeds were approximately $20 million. All stock
     and warrants issued were unregistered.

     (b)  STOCK COMPENSATION

     During the quarter ended March 31, 2000 stock issued to certain employees
     pursuant to contingent payments under amended terms of the CSS
     acquisition, as well as purchases of stock and warrants by members of
     management under terms similar to that of the private equity placement,
     resulted in stock compensation expense of approximately $2.2 million
     (Unaudited).

     (c)  DEBT CONVERSION AND EXTINGUISHMENT

     During the quarter ended March 31, 2000, the Company retired approximately
     $2 million of its notes payable outstanding as of December 31, 1999 through
     a conversion of the notes into a combination of stock and warrants. In
     addition another $440,000 of notes issued in January of 2000 were converted
     into stock and warrants, and the Company settled certain other amounts
     payable via issuance of common stock and warrants. Approximately $1 million
     of the notes were converted pursuant to their original terms and
     accordingly no gain or loss on the extinguishment of debt was recognized.
     The remaining notes payable and other payables were extinguished based upon
     terms not pursuant to the original obligations. Accordingly, the Company
     will recognize a loss on extinguishment of approximately $7.2 million
     (Unaudited) based upon the difference between the fair value of the stock
     and warrants issued and the debt extinguished as measured at the dates of
     the extinguishment.

     (d)  IMPAIRMENT

     During the first quarter of fiscal 2000 the Company hired new management,
     appointed a new board of directors and changed its strategic direction from
     an ERP implementation and consulting business to a web integration and
     application service provider. As a result, management under took a review
     of its net investments in the recently acquired companies and based upon
     its projections of expected future cash flows over a five year period,
     discounted using a 12% interest rate, determined that the investments in
     the companies previously engaged in ERP software sales


                                       34

<PAGE>   36


                CEREUS TECHNOLOGY PARTNERS, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

              December 31, 1999 and 1998

     and implementation services was were impaired. Accordingly the Company
     expects to recognize an impairment charge of $5.6 million (Unaudited)
     during the quarter ended March 31, 2000.


















                                        35

<PAGE>   37







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

     No disclosure under this Item 8 is required pursuant to Item 304 of
Regulation S-B.

                                    PART III


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

     The information required under this item with respect to the Company's
     directors and executive officers and compliance with Section 16(a) of the
     Securities Exchange Act of 1934, as amended, is incorporated herein by
     reference to the Cereus Technology Partners, Inc. definitive proxy
     statement to be filed with the Securities and Exchange Commission in
     connection with the 2000 Annual Meeting of Stockholders (the "2000 Proxy
     Statement").


ITEM 10. EXECUTIVE COMPENSATION

     The information required under this item is incorporated by reference to
the 2000 Proxy Statement.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required under this item is incorporated by reference to
the 2000 Proxy Statement.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required under this item is incorporated by reference to
the 2000 Proxy Statement.


                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS. The exhibits filed as part of, or incorporated by reference
          into this report on Form 10-KSB are set forth on the Exhibit Index
          appearing below.

     (b)  REPORTS ON FORM 8-K. The Registrant filed the following reports with
          the Securities and Exchange Commission on Form 8-K during the quarter
          ended December 31, 1999:

          The Company's Current Report on Form 8-K/A filed with the Securities
          and Exchange Commission on October 12, 1999 reported, under Item 7,
          the financial statements and pro forma financial information in
          connection with the acquisition of (i) Enterprise Solutions Group,
          Inc. and (ii) The Reddy Group, Inc.


                                       36


<PAGE>   38


          The Company's Current Report on Form 8-K filed with the Securities and
          Exchange Commission on November 30, 1999 reported, under Item 2, the
          acquisition of 100% of the issued and outstanding capital stock of (i)
          Client Server Solutions, Inc. and (ii) CSS Financial Software Sales,
          Inc.

          The Company's Current Report on Form 8-K filed with the Securities and
          Exchange Commission on December 7, 1999 reported, under Item 5, that
          the stockholders of the Company approved amendments to the Certificate
          of Incorporation, including an amendment to change the Company's name
          from AIM Group, Inc. to Cereus Technology Partners, Inc.

          The Company's Current Report on Form 8-K filed with the Securities and
          Exchange Commission on December 13, 1999 reported, under Item 4, the
          resignation of Moore Stephens Frost, PLC as the Company's independent
          accounting firm.




                                       37

<PAGE>   39



                                  EXHIBIT INDEX

EXHIBIT NO.      DOCUMENT
-----------      --------

3(a)             Certificate of Incorporation of the Registrant. (Incorporated
                 herein by reference to Exhibit 3(a) to the Registrant's
                 Registration Statement on Form S-4 ( File No. 33-82468 )

3(b)             Certificate of Amendment to Certificate of Incorporation of the
                 Registrant. (Incorporated herein by reference to Exhibit 3(b)
                 to the Registrant's Registration Statement on Form S-4 (File
                 No. 33-82468 ).)

3(c)             Certificate of Amendment to Certificate of Incorporation of the
                 Registrant. (Incorporated herein by reference to Exhibit 3(c)
                 to the Registrant's Annual Report on Form 10-KSB for the year
                 ended December 31, 1997.)

3(d)             Certificate of Amendment to Certificate of Incorporation of the
                 Registrant. (Incorporated by reference to Exhibit 3 to the
                 Registrant's Quarterly Report on Form 10-QSB for the quarter
                 ended September 30, 1998.)

3(e)             Certificate of Amendment to Certificate of Incorporation of the
                 Registrant. (Incorporated herein by reference to Exhibit 3 to
                 the Registrant's Form 8-K dated November 30, 1999.)

3(f)             By-Laws of the Registrant. (Incorporated herein by reference to
                 Exhibit 3(c) to the Registrant's Registration Statement on Form
                 S-4 ( File No. 33-82468 ).)

4(a)             Form of the Registrant's Warrant Certificate (Incorporated
                 herein by reference to Exhibit 4(b) to the Registrant's
                 Registration Statement on Form S-4 (File No.3382468).)

4(b)             Form of the Registrant's Option Certificate. (Incorporated
                 herein by reference to Exhibit 4(c) to the Registrant's
                 Registration Statement on Form S-4 ( File No. 33-82468 ).)

4(c)             Certificate of Designation, Preferences and Rights of Preferred
                 Stock relating to the Registrant's Series A Convertible
                 Preferred Stock. (Incorporated by reference to Exhibit 4 to the
                 Registrant's Current Report on Form 8-K filed on January 5,
                 1999.)

4(d)             Form of Registrant's Warrant Certificate. (Filed herewith.)

4(e)             Form of Registration Rights Agreement by and among the
                 Registrant and the Holders listed therein dated as of February
                 8, 2000. (Filed herewith.)

10(a)            AIM Group, Inc. 1994 Stock Option Plan. (Incorporated herein by
                 reference to Exhibit 4(a) to the Registrant's Registration
                 Statement on Form S-4 (File No. 33-82468).)

10(b)            Kaolinite Mining Lease and Agreement, dated March 1, 1984,
                 between Eterna-Tec Corp. as lessee and New Mexico and Arizona
                 Land Company as Lessor. (Incorporated herein by reference to
                 Exhibit 10(a) to the Registrant's Registration Statement on
                 Form S-4 (File No. 33-82468).)

10(c)            Assignment Agreement, dated October 26, 1989, by and between
                 Eterna-Tec Corp. and the Registrant pursuant to which
                 Eterna-Tec assigned to the Registrant the Kaolinite 33-82468).)


                                       38

<PAGE>   40


EXHIBIT NO.      DOCUMENT
-----------      --------

                 Lease. (Incorporated herein by reference to Exhibit 10(b) to
                 the Registrant's Registration Statement on Form S-4 (File No.

10(d)            Lease Agreement, dated October 17, 1994, by and between Merrick
                 Venture Capital, Inc. and AIM Group, Inc. (Incorporated herein
                 by reference to Exhibit 10(pp) to the Registrant's Registration
                 Statement on Form S-4. (File No. 33-82468).)

10(e)            Form of Series A Convertible Promissory Note, as issued by AIM
                 Group, Inc. on November 13, 1995, December 20, 1995 and
                 February 2, 1996. (Incorporated herein by reference to Exhibit
                 10(e) of the Registrant's Form 10-KSB for the year ended
                 December 31, 1996.)

10(f)            Form of letter agreement amending Series A Convertible
                 Promissory Note, as entered into by AIM Group, Inc. and each of
                 the holders of the Series A Convertible Promissory Notes on
                 April 10,1997. (Incorporated herein by reference to Exhibit
                 10(f) of the Registrant's Form 10-KSB for the year ended
                 December 31, 1996.)

10(g)            Form of letter agreement amending Series A Convertible
                 Promissory Note, as entered into by AIM Group, Inc. and each of
                 the holders of the Series A Convertible Promissory Notes on
                 April 10,1997. (Incorporated herein by reference to Exhibit
                 10(g) to the Registrant's Annual Report on Form 10-KSB for the
                 year ended December 31, 1997.)

10(h)            1997 Stock Option Plan of the Registrant, as amended on
                 November 30, 1999. (Incorporated herein by reference to Exhibit
                 10(k) to the Registrant's Form 10-SB filed December 21, 1999.)

10(i)            Form of letter agreement amending Series A Convertible
                 Promissory Note, as entered into by the Registrant with each of
                 the holders of the Series A Convertible Promissory Notes on
                 March 24, 1998. (Incorporated herein by reference to Exhibit
                 10(e) to the Registrant's Annual Report on Form 10-KSB for the
                 year ended December 31, 1998.)

10(j)            Form of letter agreement amending Series A Convertible
                 Promissory Note, as entered into by the Registrant with each of
                 the holders of the Series A Convertible Promissory Notes on
                 November 13, 1998. (Incorporated herein by reference to Exhibit
                 10(m) to the Registrant's Annual Report on Form 10-KSB for the
                 year ended December 31, 1998.)

10(k)            Promissory Note for $150,000 owed by United Minerals
                 Corporation to Audrey L. Braswell. (Incorporated herein by
                 reference to Exhibit 10(n) to the Registrant's Annual Report on
                 Form 10-KSB for the year ended December 31, 1998.)

10(l)            Employment Agreement, effective February 15, 1999, between AIM
                 Group, Inc. and Theodore L. Lamb. (Incorporated herein by
                 reference to Exhibit 10(o) to the Registrant's Annual Report on
                 Form 10-KSB for the year ended December 31, 1998.)

10(m)            Stock Option Agreement, dated November 24, 1998, between the
                 Registrant and R. Jerry Falkner. (Incorporated herein by
                 reference to Exhibit 10(p) to the Registrant's Annual Report on
                 Form 10-KSB for the year ended December 31, 1998.)


                                       39

<PAGE>   41


EXHIBIT NO.      DOCUMENT
-----------      --------

10(n)            Agreement and Plan of Merger, dated as of May 3, 1999, by and
                 among the Registrant, AIM Solutions, Inc., Enterprise Solutions
                 Group, Inc. and Ronald Roswell, Jr. (Incorporated herein by
                 reference to Exhibit 2A to the Registrant's Current Report on
                 Form 8-K dated July 30, 1999.)

10(o)            Agreement and Plan of Merger, dated as of May 5, 1999, by and
                 among the Registrant, AIM Solutions, Inc., Client Server
                 Solutions, Inc., CSS Financial Software Sales, Inc., Michael
                 Griffith, William Boynes, Jr. and L. Joseph Artime.
                 (Incorporated herein by reference to Exhibit 2A to the
                 Registrant's Current Report on Form 8-K dated November 15,
                 1999.)

10(p)            Amended and Restated Agreement and Plan of Merger, dated as of
                 November 15, 1999, by and among the Registrant, AIM Solutions,
                 Inc., Client Server Solutions, Inc., CSS Financial Software
                 Sales, Inc., Todd Melioris, Chris A. Brecher, Joseph Kozak,
                 Michael Griffith, William Boynes, Jr. and L. Joseph Artime.
                 (Incorporated herein by reference to Exhibit 2B to the
                 Registrant's Current Report on Form 8-K dated November 15,
                 1999.)

10(q)            Employment Agreement, effective July 31, 1999, between the
                 Registrant and Paul R. Arena. (Incorporated herein by reference
                 to Exhibit 10(u) to the Registrant's Form 10-SB filed December
                 21, 1999.) Represents an executive compensation plan or
                 arrangement.

10(r)            Employment Agreement, effective November 15, 1999, between the
                 Registrant and L. Joseph Artime. (Incorporated herein by
                 reference to Exhibit 10(v) to the Registrant's Form 10-SB filed
                 December 21, 1999.) Represents an executive compensation plan
                 or arrangement.

10(s)            Employment Agreement, effective November 15, 1999, between the
                 Registrant and William Boynes, Jr. (Incorporated herein by
                 reference to Exhibit 10(w) to the Registrant's Form 10-SB filed
                 December 21, 1999.) Represents an executive compensation plan
                 or arrangement.

10(t)            Employment Agreement, effective November 15, 1999, between the
                 Registrant and Michael D. Griffith. (Incorporated herein by
                 reference to Exhibit 10(x) to the Registrant's Form 10-SB filed
                 December 21, 1999.) Represents an executive compensation plan
                 or arrangement.

10(u)            Employment Agreement, effective July 30, 1999, between the
                 Registrant and Peyton H. Park. (Incorporated herein by
                 reference to Exhibit 10(y) to the Registrant's Form 10-SB filed
                 December 21, 1999.) Represents an executive compensation plan
                 or arrangement.

10(v)            Employment Agreement, effective July 30, 1999, between the
                 Registrant and K. Pramond Reddy. (Incorporated herein by
                 reference to Exhibit 10(z) to the Registrant's Form 10-SB filed
                 December 21, 1999.) Represents an executive compensation plan
                 or arrangement.

10(w)            Employment Agreement, effective July 30, 1999, between the
                 Registrant and Ronald Roswell, Sr. (Incorporated herein by
                 reference to Exhibit 10(aa) to the Registrant's Form 10-SB
                 filed December 21, 1999.) Represents an executive compensation
                 plan or arrangement.


                                       40
<PAGE>   42


EXHIBIT NO.      DOCUMENT
-----------      --------

10(x)            Employment Agreement, effective July 30, 1999, between the
                 Registrant and Ronald Roswell, Jr. (Incorporated herein by
                 reference to Exhibit 10(bb) to the Registrant's Form 10-SB
                 filed December 21, 1999.) Represents an executive compensation
                 plan or arrangement.

10(y)            Form of Note Purchase Agreement relating to 15% Convertible
                 Subordinated Notes of the Registrant and related forms of 15%
                 Convertible Subordinated Note and Warrant. (Incorporated herein
                 by reference to Exhibit 10(cc) to the Registrant's Form 10-SB
                 filed December 21, 1999.)

10(z)            Employment Agreement, effective as of January 10, 2000, between
                 the Registrant and Steven A. Odom (Filed herewith.) Represents
                 an executive compensation plan or arrangement.

10(aa)           Employment Agreement, effective as of January 10, 2000, between
                 the Registrant and James M. Logsdon. (Filed herewith.)
                 Represents an executive compensation plan or arrangement.

10(bb)           Employment Agreement, effective as of March 23, 2000, between
                 the Registrant and Juliet M. Reising (Filed herewith.)
                 Represents an executive compensation plan or arrangement.

10(cc)           Cereus Technology Partners, Inc. Directors' Warrant Incentive
                 Plan. (Filed herewith.) Represents an executive compensation
                 plan or arrangement.

10(dd)           Cereus Technology Partners, Inc. Outside Directors' Warrant
                 Plan. (Filed herewith.) Represents an executive compensation
                 plan or arrangement.

21               Subsidiaries of the Registrant. (Filed herewith.)

27               Financial Data Schedule


                                       41
<PAGE>   43



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 14th day of April, 2000.

                                   CEREUS TECHNOLOGY PARTNERS, INC.

                                   By: /s/ STEVE A. ODOM
                                      ------------------------------------------
                                      Steven A. Odom, Chief Executive Officer,
                                      Chairman and Director (Principal Executive
                                      Officer)


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

   SIGNATURES                      TITLE                            DATE
------------------------  -------------------------------      --------------

/s/ STEVEN A. ODOM
------------------------
Steven A. Odom            Chief   Executive   Officer,         April 14, 2000
                          Chairman  and Director
                          (Principal Executive Officer)
/s/ JULIET M. REISING
------------------------
Juliet M. Reising         Executive Vice  President,           April 14, 2000
                          Chief  Financial Officer and
                          Director  (Principal  Financial
                          and Accounting Officer)

/s/ JAMES M. LOGSDON
------------------------
James M. Logsdon          Chief Operating Officer and          April 14, 2000
                          Director
/s/ MAX E. BOBBITT
------------------------
Max E. Bobbitt            Director                             April 14, 2000


------------------------
Gary H. Heck              Director


------------------------
Amy L. Newmark            Director


------------------------
Joseph R. Wright, Jr.     Director

                                       42