================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
Mark One
|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the year ended December 31, 2001

                                       OR

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number 0-25022

                                  MoneyZone.com
                 (Name of Small Business Issuer in Its Charter)


           Nevada                                                72-1148906
(State Or Other Jurisdiction Of                               (I.R.S. Employer
Incorporation Or Organization)                               Identification No.)


 7025 East 1st Avenue, Suite 5, Scottsdale, Arizona           85251
       (Address Of Principal Executive Offices)              (Zip Code)

                                 (480) 945-2232
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None.

         Securities registered under Section 12(g) of the Exchange Act:

                                                     Name of Each Exchange
         Title of Each Class                          On Which Registered
----------------------------------------       ---------------------------------
 Common Stock, par value $.15 per share        The common stock is quoted on the
                                                Over-the-Counter Bulletin Board

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

Check if 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 the 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. |_|

State issuer's revenues for its most recent fiscal year:  $0

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average of the bid and ask price of
such common equity on April 10, 2002 was approximately $28,624.

The total number of shares of the registrant's Common Stock, par value $.15 per
share, outstanding on April 10, 2002 was 100,000.

Transitional Small Business Disclosure Format:  Yes  |_|     No  |X|


================================================================================



                                  MoneyZone.com

                          (A Development Stage Company)

                              Index to Form 10-KSB

                                                                            Page
                                                                            ----
                                                      PART I

Item   1.  Description of Business.........................................   3
Item   2.  Description of Property.........................................   5
Item   3.  Legal Proceedings...............................................   5
Item   4.  Submission of Matters to a Vote of Security Holders.............   5


                                                      PART II

Item   5.  Market for Common Equity and Related Stockholder Matters........   6
Item   6.  Management's Discussion and Analysis or Plan of Operation.......   7
Item   7.  Financial Statements
              Index to Historical Financial Statements.....................   9
              Independent Auditors' Reports................................  10
              Balance Sheets...............................................  12
              Statements of Operations.....................................  13
              Statements of Changes in Shareholders' Equity (Deficit)......  14
              Statements of Cash Flows.....................................  16
              Notes to Financial Statements................................  18
Item   8.  Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure......................................  23


                                                     PART III

Item   9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act..............  24
Item   10. Executive Compensation.........................................,  25
Item   11. Security Ownership of Certain Beneficial Owners and Management..  27
Item   12. Certain Relationships and Related Transactions..................  27
Item   13. Exhibits, List and Reports on Form 8-K..........................  28
Signatures.................................................................  29




                                      -2-


                                     PART I


Item 1.  Description of Business

Special Note Regarding Forward Looking Statements

     Certain information set forth in this report includes "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. In addition, from time to time, we may publish forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended,
or make oral statements that constitute forward-looking statements. These
forward-looking statements may relate to such matters as anticipated financial
performance, future revenues or earnings, business prospects, projected
ventures, new products, anticipated market performance and similar matters. The
words "budgeted", "anticipate", "project", "estimate", "expect", "may",
"believe", "potential" and other similar statements are intended to be among the
statements that are considered forward looking statements. Readers are cautioned
not to place undue reliance on these forward looking statements, which are made
as of the date hereof. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, we caution readers that a variety of factors could
cause our actual results to differ materially from the anticipated results or
other expectations expressed in our forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include, but are not
limited to:

     o    transaction volume in the securities markets

     o    the volatility of the securities markets

     o    fluctuations in interest rates

     o    changes in regulatory requirements which could affect the cost of
          doing business

     o    fluctuations in currency rates

     o    general economic conditions, both domestic and international

     o    changes in the rate of inflation

     We undertake no obligation to release publicly any revisions to the forward
     looking statements to reflect events or circumstances after the date hereof
     or to reflect unanticipated events or developments.


Important Terms

     In this report we use the terms "we," "us" and "our" to refer to
MoneyZone.com. The term SEC is sometimes used to simplify references to the U.S.
Securities and Exchange Commission.


                                      -3-




     General


     MoneyZone.com was an Internet-based business, consisting of approximately
twenty-five websites, designed to facilitate commercial loans and other
corporate finance activities. The address for our primary website was
www.moneyzone.com. We launched the primary website on January 18, 2000, and
registered more than 10,000 members. On December 1, 2000, we terminated all of
our employees with the exception of the President and Director of Administrator
and announced that we would explore strategic alternatives for MoneyZone.com,
including a sale or merger.


     Background


     MoneyZone.com was formed on April 4, 1989, under the name Chelsea Atwater,
Inc. On March 19,1997, we changed our name to Cerx Entertainment Corporation,
and on March 23, 1998, changed our name to Cerx Venture Corporation. Prior to
1996, we had limited operations, while we were seeking a business to acquire. On
July 15, 1999, we effected a merger with EBonlineinc.com, Inc., a Delaware
corporation, and changed our name to MoneyZone.com. We completed the development
of our primary website and launched it on January 18, 2000.

     On December 1, 2000, we announced that we would explore strategic
alternatives for MoneyZone.com, including a sale or merger. Based upon revenues
generated during fiscal year 2000, our management determined that we could not
achieve profitability within a reasonable time frame, and we began to seek
alternatives and acted to preserve remaining capital. During December 2000, all
of the employees were terminated with the exception of the President and the
Director of Administration.

     We had discussions with several potential acquirers or merger partners
during December 2000, and January and February 2001, but no acceptable offers
were received as a result of these discussions.

     On March 7, 2001, we announced an agreement with the holder of our 6%
Convertible Debentures, Global Capital Partners, Inc., to convert the
outstanding principal and interest balance of $2,471,560 into 56,327 shares of
our common stock, resulting in 100,000 shares of total issued and outstanding
common stock. The agreement provided that the remaining 9,581 shares otherwise
due to Global Capital Partners, Inc., would be exchanged for all of the assets
of MoneyZone.com including without limitation, domain names, trademarks, loan
processing software, logos and designs, and furniture and equipment. The
transfer of the assets was subject to the approval of the holders of a majority
of the outstanding shares and compliance with the Securities Exchange Act of
1934, as amended. A total of 65,908 shares were to be issued under the terms of
the 6% Convertible Debentures at the date of conversion.


     On March 20, 2001, we announced that our board of directors had adopted
resolutions approving (i) a reverse stock split (the "Reverse Stock Split") of
our outstanding common stock, par value $.001 per share, to become effective at
5:00 p.m. on March 30, 2001, by issuing one newly issued share of common stock
for each 150 shares of our presently issued and outstanding common stock; and
(ii) after effecting the Reverse Stock Split, increasing the number of
authorized shares from 333,333 shares to 50,000,000 shares. This resolution to
increase the number of authorized shares to 50,000,000 was not subjected to a
vote by the holders of a majority of the outstanding shares and compliance with
the Securities Exchange Act of 1934, as amended. Our number of authorized shares
of common stock remains at 333,333.

     Unless otherwise noted, all references to shares and share prices,
including retroactive treatment, reflect the reverse split on the basis of the
effective ratio.

     On April 9, 2001, the Company entered into an Agreement (the "Revised
Agreement") with Global Capital Partners Inc. which superseded in its entirety
the March 7, 2001 Agreement regarding the conversion of the MoneyZone
Convertible Debenture. Under the terms of the MoneyZone Convertible Debenture,
Global Capital Partners Inc. was entitled to receive 9,886,236 shares of our
stock. Under the terms of the Revised Agreement, we agreed to issue Global
Capital Partners Inc. 8,448,990 shares (pre-reverse split) of our Common Stock
and 100,000 shares of our Series A Preferred Stock. The Series A Preferred Stock
issued to Global Capital Partners Inc. carries special voting rights granting
the holder to 200 votes per share of the Series A Preferred Stock. Under the
terms of the Revised Agreement, we are no longer transferring all of our assets
to Global Capital Partners Inc. These Securities were issued in accordance with
the exemption provided by Section 4(2) of the Securities Act of 1933 as amended.


                                      -4-


     Also, on April 9, 2001, we entered into an Agreement and Plan of Merger
with our wholly owned subsidiary, Sutton Merger Corp., a Delaware corporation
("Merger Sub") and Sutton Online, Inc., a Delaware corporation ("Sutton
Online")(the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub
would have merged into Sutton Online and Sutton Online would have been the
surviving corporation (the "Merger").

     The Merger was subject to certain conditions including, but not limited to,
the approval of the stockholders of the Company and compliance with the
Securities and Exchanges Act of 1934. The Company intends to file an Information
Statement pursuant to Section 14 (c) of the Securities Act of 1934 relating to,
among other things, the Merger.

     The Merger provided that each outstanding share of common stock of Sutton
Online, par value $.025 per share ("Sutton Online Common Stock") would have been
converted into one share of our common stock, $.15 par value per share. Each
outstanding warrant to purchase Sutton Online Common Stock would have been
converted into a warrant exercisable into the same number of shares of our
common stock at the same exercise price.

     The foregoing description of the transactions contemplated by the Plan of
Merger is a summary only and is qualified in its entirety by reference to the
complete copy of the Plan of Merger attached as an exhibit to our Form 8-K dated
April 9, 2001, filed on April 12, 2001.

     On May 25, 2001, MoneyZone.com announced that it had entered into a
Termination Agreement with its wholly owned subsidiary, Sutton Merger Corp., a
Delaware corporation and Sutton Online, Inc., a Delaware corporation.

     Pursuant to the Termination Agreement, the Agreement and Plan of Merger,
dated April 9, 2001, among the Company, MergerSub and Sutton Online was
terminated and the proposed merger of MergerSub into Sutton Online was
abandoned. The parties entered into a Termination Agreement due to an inability
to close the merger transaction in a timely fashion.

     In January 2002, Global Capital Partners Inc. sold its entire ownership
interest in the preferred stock of MoneyZone.com to an unrelated third party. In
connection with this sale, Global Capital Partners Inc. agreed to forgive its
receivable from MoneyZone.com in the amount of $284,555.

     We are continuing to explore strategic alternatives for MoneyZone.com.

     Employees

     As of December 31, 2001, we had 1 full-time employee.  No employees are
covered by collective bargaining agreements.

Item 2.  Description of Property

     We do not own any real property.  We are currently sharing leased office
space with a related party.

Item 3.  Legal Proceedings

     We are not currently a party to any legal proceeding, and none of our
officers, directors or affiliates and no beneficial owner of more than five
percent of any of our voting securities is a party to a proceeding in which any
of them have a position or interest adverse to us.

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

     None



                                      -5-



                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     MoneyZone's Common Stock is traded on the Over the Counter Bulletin Board
under the symbol "MNZN" (previously, the symbol was "EBOL"). The following table
sets forth the reported high and low bid quotations on a calendar year basis of
the Common Stock for the periods indicated. Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

                                                     Common Stock
                                          -----------------------------------
                                              High                  Low
                                          ------------         --------------

     Fiscal 2000
     First Quarter                          $9.3750               $5.0000
     Second Quarter                         $7.0625               $2.8750
     Third Quarter                          $5.5000               $2.6250
     Fourth Quarter                         $3.1875               $0.5100

     Fiscal 2001
     First Quarter                          $0.5625               $0.1600
     Second Quarter                         $3.0000               $3.0000
     Third Quarter                          $2.0000               $2.0000
     Fourth Quarter                         $1.0100               $1.0100


     Fiscal 2002
     First Quarter (through April 10,       $1.0100               $1.0100
      2001)

     On April 10, 2002, the closing bid price for our common stock as reported
on the Over the Counter Bulletin Board was $1.01 per share. On that date, there
were approximately 60 holders of record of our common stock, including entities
which hold stock in street name on behalf of other beneficial owners.

     We have not paid any cash dividends on our common stock to date, and do not
anticipate declaring or paying any dividends in the foreseeable future. We
anticipate that for the foreseeable future we will follow a policy of retaining
earnings, if any, in order to finance our business. Payment of dividends is
within the discretion of our Board of Directors and will depend upon our
earnings, capital requirements and operating and financial condition, among
other factors.



                                      -6-




Item 6.  Management's Discussion and Analysis or Plan of Operation

Operations

     On December 31, 2001, we continued to maintain our operations at a minimal
operating level in contemplation of a sale or merger.


Results of Operations

     During the twelve months ended December 31, 2001, we had no revenues and
$242,917 of costs and expenses related to the disposal of the business within
MoneyZone.

     During the twelve months ended December 31, 2000, we had service revenues
of $69,743 and incurred a net loss from operations of $4,984,699. Expenses for
this year are related primarily to website development, sales and marketing
costs, general and administrative expenses and interest expense.

     Liquidity and Capital Resources

     We had $98 in cash at December 31, 2001, and had $265,961 in accounts
payable and accrued liabilities from discontinued operations.

     Subsequent Event

     In conjunction with the sale of its preferred stock to an independent third
party, Global Capital Partners Inc. agreed to forgive its outstanding advances
to us in the amount of $284,555.

     New Accounting Standards

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
effective date of SFAS No. 133 was deferred by the issuance of SFAS No. 137.
SFAS No. 133 was then further amended by SFAS No. 138. The deferred effective
date of SFAS No. 133 is for fiscal years beginning after June 15, 2000. The
Company has adopted SFAS No. 133 as amended by SFAS No. 138 effective with the
fiscal year beginning January 1, 2001. It is not anticipated that the adoption
of SFAS No. 133 as amended by SFAS No. 138 will have any significant impact on
net income due to the Company's limited use of derivative instruments.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations" which
requires that all business combination initiated after June 30, 2001 be
accounted for under the purchase method of accounting. The pooling of interest
method will no longer be permitted.

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142") which requires that goodwill be reviewed for impairment
instead of being amortized to earnings. The statement is effective for fiscals
years beginning after December 15, 2001 with early adoption permitted. The
Company adopted SFAS 142 on January 1, 2002. As of the filing of this report,
there are no transitional impairment losses related to a cumulative effect of a
change in accounting principle as a result of adopting SFAS 141 and SFAS 142.


                                      -7-



Selected Financial Data

     The historical selected financial data set forth below for the respective
periods are derived from our financial statements included elsewhere in this
Form 10-KSB and should be read in conjunction with those financial statements
and notes thereto. Those financial statements have been audited by Spicer,
Jeffries & Co., independent certified public accountants. Spicer, Jeffries &
Co.'s report with respect thereto appears elsewhere in this Form 10-KSB.


                                                                            April 4, 1989
                                                                           (inception) to
                                             December 31,    December 31,    December 31,
                                                2001            2000            2001
                                            ------------    ------------   --------------

Balance Sheet Data
   Assets                                   $     14,098    $    720,062
   Liabilities                                   550,516       3,485,123
   Stockholders' equity                         (536,418)     (2,765,061)
Statement of Operations Data
Revenues
  Operating revenues, net                   $        --     $     69,743    $     70,453
Expenses
  Operating expenses                                 --        4,559,023       5,284,690
  Income (loss) from disposal of business        242,917        (531,771)       (774,688)
  Net loss                                      (242,917)     (4,984,699)     (5,952,573)
  Net loss per share                               (2.64)        (119.32)





                                      -8-




Item 7.    Financial Statements



                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Reports.........................................       10
Balance Sheets........................................................       12
Statements of Operations..............................................       13
Statements of Changes in Shareholders' Equity (Deficit)...............       14
Statements of Cash Flows..............................................       16
Notes to Financial Statements.........................................       18







                                      -9-




                          INDEPENDENT AUDITORS' REPORT


To The Shareholders of MoneyZone.com


Scottsdale, Arizona



We have audited the accompanying balance sheets of MoneyZone.com (a development
stage company) as of December 31, 2001 and 2000, and the related statements of
operations, shareholders' equity (deficit), and cash flows for the years then
ended, and the 2001, 2000 and 1999 amounts included in the cumulative amounts
from April 4, 1989 (inception) to December 31, 2001. These financial statements
are the responsibility of the management of MoneyZone.com. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MoneyZone.com (a development
stage company) as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years then ended and the 2001, 2000 and
1999 amounts included in the cumulative amounts from April 4, 1989 (inception)
to December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered significant losses from
operations and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1.



                                                     /s/  SPICER, JEFFRIES & CO.





Denver, Colorado
April 11, 2002



                                      -10-






                          INDEPENDENT AUDITORS' REPORT


To The Shareholders of MoneyZone.com (formerly Cerx Venture Corporation)


Scottsdale, Arizona


I have audited the balance sheet of MoneyZone.com (formerly Cerx Venture
Corporation) (a development stage company) as of December 31, 1998, and the
related statements of operations, cash flows and changes in stockholders' equity
for the year then ended and the 1998, 1997 and 1996 amounts included in the
cumulative amounts from April 4, 1989 (inception) through December 31, 1998.
These financial statements are the responsibility of the management of
MoneyZone.com (formerly Cerx Venture Corporation). My responsibility is to
express an opinion on these financial statements based on my audit. The
financial statements of MoneyZone.com (formerly Cerx Venture Corporation) (a
development stage company) for the period from April 4, 1989 (inception) to
December 31, 1995, were audited by other auditors whose opinion, dated February
29, 1996, on those financials was unqualified.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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
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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of MoneyZone.com (formerly Cerx
Venture Corporation) (a development stage company) as of December 31, 1998, and
the results of its operations and cash flows for the year then ended and the
1998, 1997 and 1996 amounts included in the cumulative amounts from April 4,
1989 (inception) through December 31, 1998, in conformity with generally
accepted accounting principles.



                                                     /s/ Stephen M. Siedow, P.C.



March 29, 1999
Aurora, Colorado



                                      -11-



                                  MoneyZone.com
                          (A Development Stage Company)
                                 Balance Sheets
                                    (Note 1)
                                                      December 31,     December 31,
                                                         2001              2000
                                                     --------------   --------------
ASSETS
  Current Assets
      Cash                                           $           98   $       71,062
      Related party receivable (Note 3)                          -           600,000
      Prepaid expenses and other                                 -            35,000
                                                     --------------   --------------
         Total Current Assets                                    98          706,062

  Property & equipment, net of accumulated
     depreciation of $ 0 and $ 0                             14,000           14,000
                                                     --------------   --------------
            Total Assets                             $       14,098   $      720,062
                                                     ==============   ==============

LIABILITIES AND SHAREHOLDERS'
    EQUITY (DEFICIT)
  Current liabilities
      Accounts payable                               $       38,114   $      196,775
      Accrued liabilities from discontinued operations      227,847          238,348
      Accrued interest                                      284,555           50,000
      Convertible debenture (Note 3)                             -         3,000,000
                                                     --------------   --------------
          Total liabilities                                 550,516        3,485,123
                                                     --------------   --------------
    Commitments and contingencies (Notes 1 and 4)

    Shareholders' equity (deficit) (Note 3)

        Preferred stock; $.15 par value; authorized
        10,000,000 shares; 100,000 and 0 shares
        issued and outstanding at December 31, 2001
        and 2000                                             15,000              -

       Common stock; $.15 par value; authorized
        333,333 shares; 100,000 and 41,873 shares
        issued and outstanding at December 31, 2001
        and 2000                                             15,000            6,281
      Additional paid in capital                          5,386,155        2,938,314
      Deficit accumulated during development stage       (5,952,573)      (5,709,656)
                                                     --------------   --------------
          Total shareholders' equity (deficit)             (536,418)      (2,765,061)
                                                     --------------   --------------
            Total Liabilities and Shareholders'
               Equity (Deficit)                      $       14,098  $       720,062
                                                     ==============   ==============



                 See accompanying notes to financial statements.

                                     - 12 -



                                  MoneyZone.com
                          (A Development Stage Company)
                            Statements of Operations
                                    (Note 1)

                                                                                        April 4, 1989
                                                            For the Years Ended        (inception) to
                                                                December 31,            December 31,
                                                           2001            2000            2000
                                                     --------------   --------------   --------------

Service Income                                       $           -    $       69,743   $       70,453
Interest Income                                                  -            36,352           36,352
                                                     --------------   --------------   --------------
     Total Income                                                -           106,095          106,805
                                                     --------------   --------------   --------------
Costs and expenses
   Costs related to attempted
     business acquisitions                                       -               -            192,020
   Web site and related costs                                    -           709,909          795,640
   Sales and marketing costs                                     -           616,203          616,203
   General and administrative                                    -         1,061,579        1,417,924
   Interest and financing costs                                  -         1,066,250        1,091,357
   Consulting fees                                               -           502,191          502,191
   Loss on sale of marketable securities                         -           602,891          602,891
   Offering costs                                                -               -             66,464
                                                     --------------   --------------   --------------
     Total costs and expenses                                    -         4,559,023        5,284,690
                                                     --------------   --------------   --------------
     Loss prior to disposal of business                          -        (4,452,928)      (5,177,885)

   Loss from disposal of business including a
    change in the estimate for costs
    associated with the disposal of the business           (242,917)       ( 531,771)        (774,688)
                                                     --------------   --------------   --------------
  Net loss                                           $     (242,917)  $   (4,984,699)  $   (5,952,573)
                                                     ==============   ==============   ==============
  Weighted average common shares
   Outstanding                                               91,864           41,776
                                                     ==============   ==============

  Basic and diluted net loss
                    per common share                 $        (2.64)  $      (119.32)
                                                     ==============   ==============




                 See accompanying notes to financial statements.

                                     - 13 -




                                  MoneyZone.com
             Statements of Changes in Shareholders' Equity (Deficit)
                          (A Development Stage Company)
                 April 4, 1989 (Inception) to December 31, 2001


                                   Preferred Stock     Common Stock     Additional      Accumulated
                                   ---------------- ------------------   Paid-in         Deficit
                                   Shares Par Value  Shares  Par Value   Capital     From Inception    Total
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balances at April 4, 1989             -   $    -         -   $     -    $      -       $       -    $      -
(Inception)
  Common stock issued for cash,
   March 29, 1989 at $2.55 per        -        -        881        132        2,118            -        2,250
   share
  Common stock issued for cash,
   March 29, 1989 at $5.27 per        -        -      1,983        297       10,453            -       10,750
   share
  Common stock issued for cash,
   April 3, 1989 at $5.27 per share   -        -        461         69        2,431            -        2,500
  Common stock issued for cash,
   April 7, 1989 at $2.55 per share   -        -        196         29          471            -          500
  Common stock issued for cash,
   April 7, 1989 at $5.27 per share   -        -        277         42        1,458            -        1,500
  Common stock issued for cash,
   May 23, 1989 at $0.92 per share    -        -        381         57          293            -          350
  Common stock issued for cash,
   May 23, 1989 at $1.70 per share    -        -        675        101        1,049            -        1,150
  Common stock issued for cash,
   May 31, 1989 at $0.92 per share    -        -         43          7           33            -           40
  Net loss                            -        -         -          -          -             (825)       (825)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1989          -   $    -      4,897  $     734  $    18,306    $     (825)  $  18,215

  Net loss                            -        -         -          -          -          (18,014)    (18,014)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1990          -   $    -      4,897  $     734  $    18,306    $  (18,839)  $     201
  Net loss                            -        -         -          -          -              (59)        (59)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1991          -   $    -      4,897  $     734  $    18,306    $  (18,898)  $     142
  Net loss                            -        -         -          -          -             (142)       (142)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1992          -   $    -      4,897  $     734  $    18,306    $  (19,040)  $      -
  Net loss                            -        -         -          -          -               -           -
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1993          -   $    -      4,897  $     734  $    18,306    $   (19,040) $      -
  Common stock issued for out of
   pocket expenses incurred, valued
   at $0.92 per share                 -        -      1,610        242        1,238            -        1,480
  Net loss                            -        -         -          -          -           (1,787)     (1,787)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1994          -   $    -      6,507  $     976  $    19,544    $   20,827)  $    (307)
  Net loss                            -        -         -          -          -          (12,773)    (12,773)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1995          -   $    -      6,507  $     976  $    19,544    $  (33,600)  $ (13,080)
  Common stock issued for out of
   pocket expenses incurred, valued
   at $9.20 per share                 -        -        268         40        2,425            -        1,480
  Common stock issued pursuant to
   an asset purchase agreement,
   valued at $2.60 per share          -        -      2,601        390         -               -        1,480
  Recission of common stock issued
   pursuant to an asset purchase
   agreement, valued at $2.60
   per share                          -        -     (2,601)      (390)        -               -        1,480
  Common stock issued for out of
   pocket expenses and legal fees
   incurred, valued at $36.75 per     -        -      4,004        601      146,566            -        1,480
   share
  Net loss                            -        -         -          -          -         (233,902)    (233,902)
                                   ------ --------- -------- --------- ------------ --------------- ----------
Balance at December 31, 1996          -   $    -     10,779  $   1,617  $   168,535    $ (267,502)  $ (97,350)




                 See accompanying notes to financial statements.

                                     - 14 -



                                  MoneyZone.com
       Statements of Changes in Shareholders' Equity (Deficit) (Continued)
                          (A Development Stage Company)
                 April 4, 1989 (Inception) to December 31, 2001


                                   Preferred Stock     Common Stock     Additional      Accumulated
                                   ---------------- ------------------   Paid-in         Deficit
                                   Shares Par Value  Shares  Par Value   Capital     From Inception     Total
                                   ------ --------- -------- --------- ------------ ---------------  ----------
 Common stock issued for cash,
  May 8, 1997 at $22.94 per share     -        -        109         16        2,484           -          2,500
  Related party forgiveness of        -        -         -          -        53,343           -         53,343
  debt
 Net loss                             -        -         -          -           -        (134,352)    (134,352)
                                   ------ --------- -------- --------- ------------ ---------------  ----------
Balance at December 31, 1997          -   $    -     10,888  $   1,633 $    224,362  $   (401,854)   $(175,859)
 Net loss                             -        -         -          -           -         (18,410)     (18,410)
                                   ------ --------- -------- --------- ------------ ---------------  ----------
Balance at December 31, 1998          -   $    -     10,888  $   1,633 $    224,362  $   (420,264)   $(194,269)
 EBonlineinc.com, Inc acquisition     -        -     25,778      3,867       (2,867)          -          1,000
 Related party forgiveness of         -        -         -          -       205,898           -        205,898
  debt
 Issuance of common stock at $450
  per share, less offering costs
  of $654,893                         -        -      4,889        733    1,544,379           -      1,545,112
 Issuance of common stock in
  connection with acquisition of
  property at $750 per share          -        -         83         13       62,487           -         62,500
 Issuance of warrant for future
  consulting                          -        -        461         69      353,334           -        353,334
 Net loss                             -        -         -          -           -        (304,693)    (304,693)
                                   ------ --------- -------- --------- ------------ ---------------  ----------
Balance at December 31, 1999          -   $    -     41,638  $   6,246 $  2,387,593  $    (724,957) $(1,668,882)
 Issuance of common stock in
  connection with debenture
  offering at $675 per share
  (Note 3)                            -        -        200         30      134,970           -       135,000
 Issuance of warrants at $232.50
  per warrant (Note 3)                -        -         -          -       387,500           -       387,500
 Common stock issued for services
  provided at $833.73 per share       -        -         15          2       12,504           -        12,506
 Common stock issued for services
  provided at $787.50 per share       -        -         20          3       15,747           -        15,750
 Net loss                             -        -         -          -           -      (4,984,699)  (4,984,699)
                                   ------ --------- -------- --------- ------------ ---------------  ----------
Balances at December 31, 2000         -   $    -     41,873  $   6,281 $  2,938,314 $  (5,709,656) $(2,765,061)
 Common stock issued on
  forfeiture
  of stock options                    -        -      1,800        270         (270)          -             -
 Preferred stock and common
  stock issued in connection
  with the conversion of the 6%
  convertible debentures at
  $3.59 per share for
  the preferred stock and $37.50
  per share for the common stock  100,000    15,000  56,327      8,449    2,448,111           -      2,471,560
 Net loss                             -        -         -          -           -        (242,917)    (242,917)
                                  ------- --------- -------- --------- ------------ ---------------  ----------

Balances at December 31, 2001
                                  100,000 $  15,000 100,000  $  15,000 $  5,386,155 $  (5,952,573)   $(536,418)
                                  ======= ========= =======  ========= ============ ===============  ==========



                See accompanying notes to financial statements.

                                      -15-




                                  MoneyZone.com
                          (A Development Stage Company)
                            Statements of Cash Flows
                                    (Note 1)


                                                                                        April 4, 1989
                                                             For the Years Ended       (inception) to
                                                                December 31,            December 31,
                                                           2001             2000             2001
                                                     --------------   --------------   --------------

  Cash flows from operating activities
     Net loss                                        $     (242,917)  $   (4,984,699)  $   (5,952,573)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
             Loss from disposal of business                     -            531,771          531,771
         Accretion of interest and financing costs           21,560        1,022,500        1,044,060
         Write-down to market of trading securities             -                -             27,398
         Depreciation and amortization                          -             66,666           69,444
         Loss on sale of marketable securities                  -            602,891          602,891
         Capital contributed by shareholder for
               legal fees                                       -                -             53,343
         Common stock issued for costs advanced and
            services                                            -             28,256          179,368

     Changes in operating assets and liabilities
         Prepaid expenses and other                          35,000          318,334          353,334
         Accounts payable                                  (158,661)         152,440           38,114
         Accrued liabilities                                (10,501)         (13,050)         (23,551)
         Accrued interest                                       -             50,000           68,741
                                                     --------------   --------------   --------------
           Net cash used in operating
              activities                                   (355,519)      (2,224,891)      (3,007,660)
                                                     --------------   --------------   --------------

  Cash flows from investing activities
     Purchase of property and equipment                         -           (280,767)        (336,317)
     Proceeds from sale of property and equipment               -             35,000           35,000
     Purchase of marketable securities                          -         (1,000,035)      (1,297,433)
     Proceeds from sale of marketable                           -            667,144          667,144
       securities
      Net cash acquired on acquisition of
       EBonlineinc.com, Inc.                                    -                -              1,000
                                                     --------------   --------------   --------------

              Net cash used in investing activities             -           (578,658)        (930,606)
                                                     --------------   --------------   --------------

  Cash flows from financing activities
     Proceeds from issuance of convertible debenture             -         1,977,500        1,977,500
     Proceeds from issuance of warrants and  common
       stock, net                                               -            522,500        2,089,152
     Proceeds from notes payable                                -                -            159,372
     Advances (to) from stockholders                        284,555         (600,000)        (287,660)
                                                     --------------   --------------   --------------

             Net cash provided by financing
               activities                                   284,555        1,900,000        3,938,364
                                                     --------------   --------------   --------------

  Net increase (decrease) in cash                           (70,964)        (903,549)              98

  Cash and cash equivalents, beginning of period             71,062          974,611               -
                                                     --------------   --------------   --------------

  Cash and cash equivalents, end of period           $           98   $       71,062   $           98
                                                     ==============   ==============   ==============



                See accompanying notes to financial statements.

                                      -16-




                                  MoneyZone.com
                          (A Development Stage Company)
                      Statements of Cash Flows (continued)
                                    (Note 1)

                                                                                        April 4, 1989
                                                        For the Year Ended             (inception) to
                                                           December 31,                 December 31,
                                                     2001                2000               2001
                                                 -------------      --------------     --------------
  Supplemental disclosure of cash flow
      information
     Common stock issued under terms of
        convertible debentures, 56,327
        shares issued and 100,000 shares of
        preferred stock issued in
        conjunction with the conversion of
        the convertible debentures               $   2,471,560      $           -      $    2,471,560
                                                 =============      ==============     ==============
     Common stock issued for property            $        -         $           -      $       62,500
                                                 =============      ==============     ==============
     Common stock issued for services            $        -         $       28,256     $      381,590
                                                 =============      ==============     ==============
     Forgiveness of debt                         $        -         $           -      $      205,898
                                                 =============      ==============     ==============



                See accompanying notes to financial statements.

                                      -17-




                                  MoneyZone.com
                          (A Development Stage Company)
                          Notes to Financial Statements


Note 1.  Organization, Business, and Consolidation

     The financial statements presented are those of MoneyZone.com, a Nevada
corporation and a development stage company (the "Company"). The Company was
incorporated on April 4, 1989 under the laws of the State of Nevada under the
name Chelsea Atwater, Inc., later changing its name to CERX Entertainment
Corporation and subsequently to CERX Entertainment Corporation, CERX Venture
Corporation and, on July 8, 1999, in connection with the merger of
EBonlineinc.com, Inc., a Delaware corporation, with the Company, to
EBonlineinc.com. Upon consummation of the merger, EBonlineinc.com, Inc. ceased
to exist and the Company was the sole surviving entity. On December 16, 1999,
the Board of Directors approved the Company changing its name to MoneyZone.com.

     Until its decision to discontinue it operations, the Company's activities
had been directed toward raising capital, developing, implementing and marketing
an Internet site designed to facilitate mergers, acquisitions, and the funding
of corporate finance activities.

     The Company has suffered significant losses from operations and has a
working capital deficiency that raises substantial doubt about its ability to
continue as a going concern. In December 2000, the Board of Directors approved
the discontinuance of its operations and its online internet related corporate
finance activities. Since that time, the Company began exploring strategic
alternatives, including a sale, merger or liquidation.

Note 2.  Summary of Significant Accounting Policies

     Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates. Management believes that the
estimates utilized in the preparation of financial statements are prudent and
reasonable.

     Deferred Income Taxes

     Deferred income taxes reflect temporary differences in reporting results of
operations for income tax and financial accounting purposes. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will
not be realized.

     Stock-Based Compensation

     In October, 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation" SFAS No. 123 encourages, but does not require, companies to record
compensation expense for stock-based employee compensation plans at fair value.
The Company has elected to account for its stock-based compensation plans using
the intrinsic value method prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB No. 25). Under the
provisions of APB No. 25, compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Company's common stock at the
date of grant over the amount an employee must pay to acquire the stock.

     Loss Per Common Share

     Loss per common share is computed by dividing the net loss by the weighted
average shares outstanding during the period. Common stock equivalents are not
included in the weighted average calculation since their effect would be
anti-dilutive.


                                      -18-



                                  MoneyZone.com
                          (A Development Stage Company)
                    Notes to Financial Statements (continued)


Note 2.  Summary of Significant Accounting Policies (continued)

     Marketable Securities

     The Company classifies its marketable securities as available for sale.
Available for sale securities are carried at fair market value, with unrealized
gains and losses reported as a separate component of shareholders' equity.
During the year ending December 31, 2000, the Company sold securities with a
cost (determined on a specific identification basis) of $1,270,035 for $667,144
resulting in realized losses of $602,891.

     Fair Value of Financial Instruments

     SFAS 107, "Disclosures about Fair Value of Financial Instruments," requires
the Company to report the fair value of financial instruments, as defined.
Substantially all of the Company's assets and liabilities are carried at fair
value or contracted amounts which approximate fair value. Estimates of fair
value are made at a specific point in time, based on relative market information
and information about the financial instrument, specifically, the value of the
underlying financial instrument.

     Property and Equipment

     The Company has reflected its investment in various trade names and domain
names at its cost basis. Due to the nature of these assets, they are neither
depreciated nor amortized.

     Cash and Cash Equivalents

     For purposes of the financial statements, the Company considers all demand
deposits held in banks and certain highly liquid investments with maturities of
90 days or less other than those held for sale in the ordinary course of
business to be cash equivalents.

     Stock Split

     On March 30, 2001, the Company affected a 150 for 1 reverse split of the
Company's common stock and decreased the number of authorized shares from
50,000,000 to 333,333.

     Reclassifications

     Certain amounts in prior periods have been reclassified to conform to the
current presentation.

Note 3.  Shareholders' Equity (Deficit) and Related Party Transactions

     Common Stock

     In 1989, the Company sold 4,897 shares of common stock to fifteen persons
for the aggregate sum of $19,040. Of these shares 1,752 common shares were sold
to officers and directors of the Company for $3,900.

     On September 21, 1994, the Company issued 1,610 shares of common stock to
John D. Brasher Jr., the Company's principal shareholder and president for out
of pocket expenses paid on behalf of the Company. These shares were valued at
$.92 per share or $1,480.


                                      -19-


                                  MoneyZone.com
                          (A Development Stage Company)
                    Notes to Financial Statements (continued)


Note 3.  Shareholders' Equity and Related Party Transactions (continued)

     On December 31, 1996, the Company issued 4,004 shares of common stock to
John D. Brasher Jr., for Company expenses, advances, and legal services provided
by Brasher & Company. These shares were valued at $36.75 per share or $147,167.

     On May 8, 1997, the Company sold 109 shares of common stock to a
corporation for cash of $2,500.

     On October 1, 1999 the Company sold 4,889 common shares pursuant to a
private placement offering at $450 per share. Costs of the offering were
$654,893, leaving net proceeds to the Company of $1,545,112. In connection with
this offering, warrants to purchase 489 shares of the Company's common stock at
$450 per share were issued to the private placement agent. These warrants will
expire five years from the date of issuance.

     On December 15, 1999 the Company issued warrants to purchase 1,178 shares
of the Company's common stock at $450 per share under a one year consulting
agreement. The warrants will expire on December 31, 2002.

     On September 17, 2000 the Company entered into a debenture financing
agreement with Cortlandt Investors, LLC, whereby an amount of $2,500,000 was
advanced to the Company in the form of convertible debentures. The debentures
paid an accrued interest rate of 6% and were due and payable on September 15,
2002. The debenture may be converted into shares of the Company's common stock
at a conversion price equal to the lesser of (i) $4.00 per share or (ii) 80% of
the average of the lowest three closing bid prices for the Company's common
stock during the preceding 30 trading days. The Company may elect to prepay the
debenture at any time prior to January 15, 2001 for an amount equal to 120% of
the outstanding principal amount. As part of the agreement, the Company also was
required to issue 200 shares of common stock (valued at the current market
price) and warrants to purchase 1,667 shares of the Company's common stock at an
exercise price of $600 per share (valued using the Black-Scholes option pricing
model). The warrants expire on September 15, 2005.

     As additional collateral to the September 2000 issuance of convertible
debentures, Global Capital Partners, Inc. (GCAP), at the time a 31% shareholder
of MoneyZone.com, provided to Cortlandt Investors, LLC, a right to exhange the
MoneyZone.com debenture for a convertible debenture, at 120% of the outstanding
amount or $3,000,000, between January 2001 and March 2001. On January 16, 2001,
Cortlandt Investors, LLC notified the companies of their intent to exchange the
MoneyZone.com debentures and warrants for the GCAP debentures and warrants. As a
result, GCAP assumed the Company's liability with respect to the debenture in
the amount of $3,000,000.

     On March 7, 2001, the Company entered into an agreement with GCAP to
convert the outstanding principal and interest balance on its convertible
debenture, net of its receivable from GCAP of $600,000 into shares of the
Company's common stock based on the terms of the debenture as described above.
This conversion would have entitled GCAP to convert into 65,908 shares of common
stock. However, GCAP agreed to forego the receipt of 9,581 common shares in
return for certain assets of the Company including domain names, logos and
designs and furniture and equipment. As a result of this transaction, GCAP
became a 69% shareholder of the Company (See Note 8).


     On April 9, 2001, the Company entered into an Agreement (the "Revised
Agreement") with Global Capital Partners Inc. which superseded in its entirety
the March 7, 2001 Agreement regarding the conversion of the MoneyZone
Convertible Debenture. Under the terms of the MoneyZone Convertible Debenture,
Global Capital Partners Inc. was entitled to receive 9,886,236 shares of our
stock. Under the terms of the Revised Agreement, we agreed to issue Global
Capital Partners Inc. 8,448,990 shares (pre-reverse split) of our Common Stock
and 100,000 shares of our Series A Preferred Stock. The Series A Preferred Stock
issued to Global Capital Partners Inc. carries special voting rights granting
the holder to 200 votes per share of the Series A Preferred


                                      -20-



                                  MoneyZone.com
                          (A Development Stage Company)
                    Notes to Financial Statements (continued)


Note 3.  Shareholders' Equity and Related Party Transactions (continued)

Stock. Under the terms of the Revised Agreement, we are no longer transferring
all of our assets to Global Capital Partners Inc. These Securities were issued
in accordance with the exemption provided by Section 4(2) of the Securities Act
of 1933 as amended.

Note 4.  Commitments

     The Company entered into a lease agreement beginning in January 2000 for
office space in Charlotte, North Carolina. Minimum future rentals under this
non-cancelable lease are as follows:

                  Year             Amount

                  2002          $    47,600
                                -----------

     Because the Company vacated this office space due to the discontinuation of
its operations, it has accrued and recorded the liability for all future lease
commitments as of December 31, 2001. The Company abandoned this office space in
December 2000. As of December 31, 2001, the estimated liability related to this
lease is $156,400.

Note 5.  Stock Options

     2000 Compensatory Stock Option Plan

     In 2000, the Company  adopted a stock option plan. The purpose of the Plan
is to provide incentives to attract, retain, and motivate eligible persons whose
present and potential contributions are important to the success of the Company,
by offering them an opportunity to participate in the Company's future
performance through awards of stock option bonuses. The price per share of
common stock is generally 100% of the value of a minority non-marketable share
of common stock as determined on the valuation date preceding the date of the
grant. Each option may be exercised during a period of ten years from the date
of the grant. Vesting is generally over a period of five years. The following
table describes information relating to the equity stock option plan activity
for the year ending December 31, 2000.

                                        Incentive Plan               Exercise
                                         Stock Option                  Price
                                         ------------                  -----

     Number of Options Granted             269,000                     $450
     Number of Options Forfeited          (269,000)

     In December 2000, business operations of the Company had been reduced to a
minimum operating level in contemplation of a sale or merger. As of December 31,
2000, only two employees remained. No employees exercised any options of the
Company and all issued options of the Company were either forfeited or returned
to the Company. No options were granted during the year ended December 31, 2001.


                                      -21-



                                  MoneyZone.com
                      (A Company in the Development Stage)
                    Notes to Financial Statements (continued)


Note 6.  Income Taxes

     The Company has an unused net operating loss carryforwards of approximately
$5,525,000, expiring in various periods through 2016. However, the ability to
utilize such losses to offset future taxable income is subject to various
limitations imposed by the rules and regulations of the Internal Revenue
Service. A portion of the net operating losses is limited each year to offset
future taxable income, if any, due to the change in ownership of MoneyZone.com's
outstanding common stock. This net operating loss carryforwards may result in
future income tax benefits of approximately $2,134,000; however, because
realization is uncertain at this time, a valuation reserve in the same amount
has been established. Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.

     Significant components of the Company's deferred tax liabilities and assets
as of December 31, 2001 and 2000 are as follows:

                                                  2001             2000
                                            --------------    -------------
     Deferred tax liabilities               $         -       $         -
                                            --------------    -------------
     Deferred tax assets:
        Net operating loss carryforwards        2,134,000        2,039,908
        Valuation allowance                    (2,134,000)      (2,039,908)
                                            --------------    -------------
                                            $          -      $         -
                                            ==============    =============

     The valuation allowance for deferred tax assets increased by $94,092 and by
$1,938,928 during the years ended December 31, 2001 and 2000, respectively.

Note 7.  Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
effective date of SFAS No. 133 was deferred by the issuance of SFAS No. 137.
SFAS No. 133 was then further amended by SFAS No. 138. The deferred effective
date of SFAS No. 133 is for fiscal years beginning after June 15, 2000. The
Company has adopted SFAS No. 133 as amended by SFAS No. 138 effective with the
fiscal year beginning January 1, 2001. It is not anticipated that the adoption
of SFAS No. 133 as amended by SFAS No. 138 will have any significant impact on
net income due to the Company's limited use of derivative instruments.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations" which
requires that all business combination initiated after June 30, 2001 be
accounted for under the purchase method of accounting. The pooling of interest
method will no longer be permitted.

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142") which requires that goodwill be reviewed for impairment
instead of being amortized to earnings. The statement is effective for fiscals
years beginning after December 15, 2001 with early adoption permitted. It is
anticipated that the Company will adopt SFAS 142 on January 1, 2002. As of the
filing of this report, there are no transitional impairment losses related to a
cumulative effect of a change in accounting principle as a result of adopting
SFAS 141 and SFAS 142.

                                      -22-



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

     None





                                      -23-



                                    PART III


Item 9.  Executive Officers and Directors

     The following table sets forth the names and ages for the members of our
Board of Directors, our executive officers, and the positions held by each of
them:


Name                        Age                      Position

Raymond A. Bills            57               Chairman, Chief Executive Officer,
                                              President and Director

Martin A. Sumichrast        35               Chairman, Director

Randall F. Greene           52               President, Chief Executive Officer
                                              and Director

Craig B. Kendall            44               Chief Financial Officer



Raymond A. Bills, the Chairman of the Board, has served as Chairman of the
Board, Chief Executive Officer and President of MoneyZone.com since January
2002. Since 1983, he is a major account manager for the Dictaphone Corporation.
He is a member of the American Institute of Business. Mr. Bills also serves as
our principal financial and accounting officer.

Martin A. Sumichrast, the Chairman of the Board, has served as Chairman of the
Board, Chief Executive Officer and President of Global Capital Partners, Inc.
since December 1998, Vice Chairman since March 1997, and a Director since its
inception in 1993. Mr. Sumichrast is a founder of Global Capital Partners Inc.
and was formerly Executive Vice President and Chief Financial Officer. Mr.
Sumichrast resigned as Chairman in January 2002.

Randall F. Greene, the President, Chief Executive Officer and Director, joined
MoneyZone.com in December 1999, from Premier Chemical Products, Inc., which he
founded in 1995 and of which he was the President and CEO. Prior to founding
Premier Chemical Products, Mr. Greene was the Chairman and CEO of Blevins
Concession Supply Co. from 1988 to 1995. From 1977 to 1986, Mr. Greene was the
President and CEO of Coastland Corp. of Florida (NASDAQ: CLFL), an investment
firm. Mr. Greene resigned as President, Chief Executive Officer and Director in
January 2002.

Craig B. Kendall, the Chief Financial Officer, joined MoneyZone.com in June
1999. From June 1995 to June 1999, he had been the President of Kendall &
Company, an accounting services firm. From June 1989 to June 1995, he was the
Chief Financial Officer for RENEX Corporation, a computer data communication
software development and manufacturing firm. He is a licensed Certified Public
Accountant in the states of Maryland and Virginia. Mr. Kendall resigned as Chief
Financial Officer in April 2001.


                                      -24-



Director Compensation

Our board of directors has adopted a company policy that eliminated all cash
payments for services on the board and attendance at board meetings.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers and directors and persons who own more than 10 percent of a
registered class of our equity securities to file with the SEC reports of
ownership and changes in ownership and to furnish us with copies of such filed
reports. Based solely on a review of the copies of these reports received by us,
or written representations from certain reporting persons, we believe that
during fiscal 2001, all such reports were timely filed.

Item 10. Executive Compensation

     The following table sets forth certain information regarding the
compensation paid by us to each of our executive officers for the years ended
December 31, 2001, 2000 and 1999.

                           Summary Compensation Table
================================================================================
                                                                    Long Term
                                                                   Compensation
                                                                     Awards
                                                                   Securities
Name and                               Annual Compensation         Underlying
Principal Position        Year          Salary       Bonus         Options/(#)

Randall F. Greene (1)     2001        $   66,780     $   --             --
 President and Chief      2000        $  130,000     $   --             --
  Executive Officer       1999        $     --       $   --             --
Martin A. Sumichrast (2)  2001        $     --       $   --             --
 Chairman                 2000        $     --       $   --             --
                          1999        $     --       $   --             --
John D. Brasher Jr. (3)   2001        $     --       $   --             --
 Former President         2000        $     --       $   --             --
  and Chief Executive     1999        $     --       $   --             --
  Officer

(1)  Randall F. Greene became President and Chief Executive Officer of
     MoneyZone.com on January 1, 2000. Mr. Greene resigned as President and
     Chief Executive Officer in January 2002.

(2)  Mr. Sumichrast became President effective  July 12, 1999 upon the
     consummation of the merger with EBonlineinc.com, Inc., a Delaware
     corporation, and resigned as such on January 1, 2000.

(3)  Mr. Brasher resigned in all of his capacities with MoneyZone.com effective
     July 12, 1999 upon the consummation of the merger with EBonlineinc.com,
     Inc.

Employment Agreements

     Effective as of January 1, 2000, we entered into an employment agreement
with Randall F. Greene which will expired on December 31, 2001. The annual
salary for Mr. Greene was initially


                                      -25-


fixed at $130,000, with any increases in salary during the term of the agreement
to be determined by our Board. As an inducement for entering into the employment
agreement, we agreed to grant Mr. Greene 150,000 shares of our Common Stock and
250,000 stock options exercisable at $3.00 per share, vesting 125,000 shares on
December 31,2000, and 125,000 shares on December 31, 2001.

     Pursuant to the employment agreement, employment may be terminated by us
with cause or by Mr. Greene with or without good reason. Termination by us
without cause or by the executive with good reason would subject us to liability
for liquidated damages in an amount equal to Mr. Greene's current salary as of
the date of termination and a pro rata portion of his prior year's bonus for the
remaining term of the agreement, payable in equal monthly installments, without
any set-off for compensation received from any new employment.

     Mr. Greene voluntarily forfeited his stock options effective December 31,
2000, in exchange for an additional 150,000 share grant of Common Stock. Giving
effect to the 150-1 reverse stock split, Mr. Greene received a total of 2000
shares of our Common Stock on February 28, 2001.

Option Grants

     There were no grants to any of the named executive officers or directors of
options, stock appreciation rights or similar instruments during the year ended
December 31, 2001.

Option Exercises and Fiscal Year-End Option Values

     There was no exercise by any of the named executive officers or directors
of options, stock appreciation rights or similar instruments during the year
ended December 31, 2001.


                                      -26-



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 10, 2002 by

     o    each person we know to be the beneficial owner of at least 5% of our
          common stock,

     o    each of our executive officers and directors, and

     o    all of our executive officers and directors as a group.

Except as otherwise noted, the persons named in the table below have sole voting
and investment power with respect to all shares as beneficially owned by them.

                                                        Number of      Percentage of
   Beneficial Owner (1)            Position(s) Held     Shares Owned   Common Stock
  ------------------------------- ------------------  --------------- ---------------

  Global Capital Partners Inc.                            69,659          69.7 %
  Raymond A. Bills                                          --             *
  All Executive Officers and                                --             *
  Directors as a Group (1)
  persons)
----------------------
*    Less than 1 percent.
(1)  Except as otherwise noted, the address for all stockholders listed above
     is c/o MoneyZone.com, 7025 East 1st Avenue, Suite 5, Scottsdale,
     Arizona 85251.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.


                                      -27-



Item 13. Exhibits and Reports on Form 8-K

     a.  Exhibits Required by Item 601 of Regulation S-B.

         See Index to Exhibits on pages 30 & 31 of this report.

     b.  There were no reports filed on Form 8-K during the quarter ended
         December 31, 2001.








                                      -28-


                                   SIGNATURES

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


                                  MoneyZone.com
                                  (Registrant)

By:  /s/ Raymond A. Bills
  (Raymond A. Bills, Chairman)


Date: April 15, 2002

     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


By:  /s/ Raymond A. Bills
    (Raymond A. Bills, Chairman,
    Chief Executive Officer
    President and Director*)

Date: April 15, 2002






* Raymond A. Bills also serves as our principal financial and accounting officer.


                                      -29-



                                INDEX TO EXHIBITS

Exhibit No.                       Description
-----------                       -----------

     (2.1)        Agreement and Plan of Merger, dated as of June 28, 1999, by
                  and among the Registrant, EBonlineinc.com, Inc., and John D.
                  Brasher, Jr., incorporated by reference to our Current Report
                  on Form 8-K (File No. 000-25022), dated as of July 15, 1999.

     (2.2)        Amendment No. 1 to the Agreement and Plan of Merger, dated as
                  of June 28, 1999, by and among the Registrant,
                  EBonlineinc.com, Inc., and John D. Brasher, Jr., incorporated
                  by reference to our Current Report on Form 8-K (File No.
                  000-25022), dated as of July 15, 1999.

     (2.3)        Letter Agreement between MoneyZone.com and Global Capital
                  Partners Inc. dated as of March 7, 2001, incorporated by
                  reference to our Current Report on Form 8-K (File No.
                  000-25022), dated as of March 7, 2001.

     (3.1)        Certificate of Incorporation, dated as of April 4, 1989,
                  incorporated by reference to Registration Statement on Form
                  10-SB (File No. 0-25022), dated as of October 27, 1994.

     (3.2)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of November 8, 1990, incorporated by reference to
                  Registration Statement on Form 10-SB (File No. 0-25022), dated
                  as of October 27, 1994.

     (3.3)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of October 26, 1994, incorporated by reference to
                  Registration Statement on Form 10-SB (File No. 0-25022), dated
                  as of October 27, 1994.

     (3.4)        Certificate of Increase in Number of Authorized Shares of
                  Common Stock, dated as of July 8, 1996, amending the
                  Certificate of Incorporation, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  March 30, 2000.

     (3.5)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of March 12, 1997, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  March 30, 2000.

     (3.6)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of March 20, 1998, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  April 14, 1998.

     (3.7)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of March 31, 1998, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  April 14, 1998.

     (3.8)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of July 8, 1999, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  March 30, 2000.

     (3.9)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of July 22, 1999, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  March 30, 2000.


                                      -30-



    (3.10)        Certificate of Amendment to Certificate of Incorporation,
                  dated as of December 17, 1999, incorporated by reference to
                  our Annual Report on Form 10-KSB (File No. 000-25022), dated
                  as of March 30, 2000.

    (3.11)        By-Laws of MoneyZone.com, incorporated by reference to
                  Registration Statement on Form 10-SB (File No. 0-25022), dated
                  as of October 27, 1994.

     (4.1)        Form of Registration Rights Agreement, dated as of October 1,
                  1999, by and among EBonlineinc.com, and each of the investors
                  listed on Exhibit A thereto, incorporated by reference to our
                  Annual Report on Form 10-KSB (File No. 000-25022), dated as of
                  March 30, 2000.

     (4.2)        Convertible Debenture Purchase and Exchange Agreement dated as
                  of September 15, 2000, incorporated by reference to our
                  Current Report on Form 8-K (File No. 000-25022), dated as of
                  September 15, 2000.

     (4.3)        6% Convertible and Exchangeable Debenture, incorporated by
                  reference to our Current Report on Form 8-K (File No.
                  000-25022), dated as of September 15, 2000.

     (4.4)        Common Stock Purchase Warrant, incorporated by reference to
                  our Current Report on Form 8-K (File No. 000-25022), dated as
                  of September 15, 2000.


     (4.5)        Registration Rights Agreement, incorporated by reference to
                  our Current Report on Form 8-K (File No. 000-25022), dated as
                  of September 15, 2000.

    (10.1)        Agreement to Sublease, dated as of February 1, 2000, between
                  MoneyZone.com and Fidelity Mortgage, Inc., incorporated by
                  reference to our Annual Report on Form 10-KSB (File No.
                  000-25022), dated as of March 30, 2000.

    (10.2)        Consent to Sublease, dated as of February 11, 2000, by and
                  among MoneyZone.com, Fidelity Mortgage, Inc. and
                  Highwoods/Forsyth Limited Partnership, incorporated by
                  reference to our Annual Report on Form 10-KSB (File No.
                  000-25022), dated as of March 30, 2000.

     (16)         Letter of former accountant, Stephen M. Siedow, P.C., dated
                  as of November 10, 1999, incorporated by reference to our
                  amended Current Report of Form 8-K/A (File No. 000-25022),
                  dated as of November 12, 1999.

     (22)         Information Statement on Schedule 14C, incorporated by
                  reference to Schedule 14C (File No. 000-25022), dated as of
                  March 20, 2000.




*    Filed Herewith


                                      -31-