GLOBALDIGITALCOMMERCE COM INC, 10QSB, 2000-05-15

GLOBALDIGITALCOMMERCE COM INC
10QSB, 2000-05-15
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE>

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington DC 20549

FORM 10-QSB
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ______________ to ______________________ .

Commission File Number: 0-23589

GLOBALDIGITALCOMMERCE.COM, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 33-0775687

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10650 SCRIPPS RANCH BLVD., SUITE 210
SAN DIEGO, CALIFORNIA 92131
(858) 790-1212

(Address and telephone number of principal executive offices)

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 issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

The number of shares outstanding of the Issuer's Common Stock, $0.001 par value,
was 3,840,925 as of May 8, 2000.

Transitional Small Business Disclosure Format (check one):

YES [ ] NO [X]

Page 1 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
REPORT ON FORM 10-QSB

INDEX

PAGE NO.
--------
PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Balance Sheets as of March 31, 2000
(Unaudited) and December 31, 1999 3

Condensed Statements of Operations for the three
months ended March 31, 2000 and 1999 (Unaudited)
and for the period from Inception through
March 31, 2000 (Unaudited) 4

Condensed Statements of Stockholders' Equity
(Deficit) for the periods ended December 31, 1996,
1997, 1998 and 1999 and March 31, 2000 (Unaudited) 5

Condensed Statements of Cash Flows for the three
months ended March 31, 2000 and 1999 (Unaudited),
and for the period from Inception through
March 31, 2000 (Unaudited) 6

Notes to Condensed Financial Statements (Unaudited) 7

ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9

PART II. OTHER INFORMATION

ITEM 2. Changes in Securities and Use of Proceeds 15

ITEM 6. Exhibits and Reports on Form 8-K 15

SIGNATURES 16

Page 2 of 16
<PAGE>

PART I: FINANCIAL INFORMATION

ITEM 1: Financial Statements

GlobalDigitalComerce.com, Inc.
(A Development Stage Company)

Condensed Balance Sheets

<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
(Unaudited) (Note)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents .................................. $ 965,472 $ 824,707
Prepaid expenses and other ................................. 70,151 60,954
----------- -----------
Total current assets .......................................... 1,035,623 885,661

Property and equipment, net ................................... 40,554 51,253
Note receivable ............................................... -- 428,333
Other assets, net ............................................. 303 4,066
----------- -----------
Total assets .................................................. $ 1,076,480 $ 1,369,313
=========== ===========

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ........................................... $ 61,664 $ 96,878
Accrued payroll and related ................................ 12,767 22,396
Current portion of capital lease obligations ............... 2,628 3,556
Other current liabilities .................................. 11,973 5,106
----------- -----------
Total current liabilities ..................................... 89,032 127,936
----------- -----------

Stockholders' Equity:
Preferred Stock- $ .001 par value; 1,000,000 shares
authorized; no shares issued and outstanding ............. -- --
Common Stock- $.001 par value; 10,000,000 shares authorized;
3,840,925 shares issued and outstanding at
March 31, 2000 and December 31, 1999 ..................... 3,841 3,841
Additional paid-in capital ................................. 7,549,989 7,549,989
Warrants to acquire common stock ........................... 223,100 223,100
Deficit accumulated during the development stage ........... (6,770,452) (6,510,653)
Deferred compensation ...................................... (19,030) (24,900)
----------- -----------
Total stockholders' equity .................................... 987,448 1,241,377
----------- -----------
Total liabilities and stockholders' equity .................... $ 1,076,480 $ 1,369,313
=========== ===========
</TABLE>

Note: The balance sheet at December 31, 1999 has been derived from the audited
- ----
financial statements at that date but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. See notes to condensed financial statements.

Page 3 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Condensed Statements Of Operations
(Unaudited)

<TABLE>
<CAPTION>
Period from
inception
(September 17,
Three Month Periods 1996) through
Ended March 31, March 31,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Products .................................. $ -- $ -- $ 118,848
Services .................................. -- 274,337 1,082,723
----------- ----------- -----------
Total revenues ............................... -- 274,337 1,201,571
----------- ----------- -----------

Cost of revenues:
Products:
Customers ............................... -- -- 64,852
Former stockholder ...................... -- -- 17,652
Services .................................. -- 137,024 522,449
----------- ----------- -----------
Total cost of revenues ....................... -- 137,024 604,953
----------- ----------- -----------

Gross profit ................................. -- 137,313 596,618

Selling, general and administrative expenses . 276,582 783,252 6,815,949
----------- ----------- -----------

Operating loss ............................... (276,582) (645,939) (6,219,331)
Interest and dividend income ................. (17,821) (29,550) (324,499)
Interest expense ............................. 128 453 46,254
Interest expense to former employees ......... -- -- 3,105
Other expense ................................ 910 6,548 122,955
Loss realized on sale of short-term investment -- 48,545 703,306
----------- ----------- -----------

Net loss ..................................... $ (259,799) $ (671,935) $(6,770,452)
=========== =========== ===========

Loss per share (basic and diluted) .......... $ (0.07) $ (0.19)
=========== ===========

Shares used in computing loss per share ...... 3,840,925 3,542,171
=========== ===========
</TABLE>

See accompanying notes.

Page 4 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Condensed Statements of Stockholders' Equity (Deficit)
(Unaudited)
<TABLE>
<CAPTION>

Common Stock
----------------------- Additional Warrants
Paid-In to Acquire
Shares Amount Capital Common Stock
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at Inception, September 17, 1996 ..... -- $ -- $ -- $ --
Issuance of common stock for cash and
capital subscriptions receivable ......... 1,050,000 1,050 156,450 --
Net loss and comprehensive loss .............. -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1996 ................. 1,050,000 1,050 156,450 --
Issuance of common stock for cash and
capital subscriptions receivable ......... 1,333,332 1,333 1,398,666 --
Issuance of common stock for services Rendered 8,006 8 9,075 --
Deferred compensation ........................ -- -- 346,325 --
Issuance of warrants ......................... -- -- -- 108,000
Net loss and comprehensive loss .............. -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1997 ................. 2,391,338 2,391 1,910,516 108,000
Issuance of common stock and warrants ........ 1,150,000 1,150 5,556,157 115,100
Exercise of common stock options ............. 833 1 2,082 --
Deferred compensation ........................ -- -- (1,785) --
Net loss and comprehensive loss .............. -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1998 ................. 3,542,171 3,542 7,466,970 223,100
Issuance of common stock ..................... 285,994 286 199,714 --
Exercise of common stock options ............. 12,760 13 17,532 --
Deferred compensation amortization ........... -- -- -- --
Forfeiture of stock options .................. -- -- (140,078) --
Issuance of stock options .................... -- -- 5,851 --
Net loss and comprehensive loss .............. -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1999 ................. 3,840,925 3,841 7,549,989 223,100
Deferred compensation amortization ........... -- -- -- --
Net loss and comprehensive loss .............. -- -- -- --
--------- ----------- ----------- -----------
Balance at March 31, 2000 .................... 3,840,925 $ 3,841 $ 7,549,989 $ 223,100
========= =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
Deficit
Accumulated Total
During the Stockholders'
Development Deferred Equity
Stage Compensation (Deficit)
----------- ----------- -----------
<S> <C> <C> <C>
Balance at Inception, September 17, 1996 ..... $ -- $ -- $ --
Issuance of common stock for cash and
capital subscriptions receivable ......... -- -- 157,500
Net loss and comprehensive loss .............. (44,338) -- (44,338)
----------- ----------- -----------
Balance at December 31, 1996 ................. (44,338) -- 113,162
Issuance of common stock for cash and
capital subscriptions receivable ......... -- -- 1,399,999
Issuance of common stock for services Rendered -- -- 9,083
Deferred compensation ........................ -- (322,812) 23,513
Issuance of warrants ......................... -- -- 108,000
Net loss and comprehensive loss .............. (1,806,438) -- (1,806,438)
----------- ----------- -----------
Balance at December 31, 1997 ................. (1,850,776) (322,812) (152,681)
Issuance of common stock and warrants ........ -- -- 5,672,407
Exercise of common stock options ............. -- -- 2,083
Deferred compensation ........................ -- 93,512 91,727
Net loss and comprehensive loss .............. (3,103,130) -- (3,103,130)
----------- ----------- -----------
Balance at December 31, 1998 ................. (4,953,906) (229,300) 2,510,406
Issuance of common stock ..................... -- -- 200,000
Exercise of common stock options ............. -- -- 17,545
Deferred compensation amortization ........... -- 64,322 64,322
Forfeiture of stock options .................. -- 140,078 --
Issuance of stock options .................... -- -- 5,851
Net loss and comprehensive loss .............. (1,556,747) -- (1,556,747)
----------- ----------- -----------
Balance at December 31, 1999 ................. (6,510,653) (24,900) 1,241,377
Deferred compensation amortization ........... -- 5,870 5,870
Net loss and comprehensive loss .............. (259,799) -- (259,799)
----------- ----------- -----------
Balance at March 31, 2000 .................... $(6,770,452) $ (19,030) $ 987,448
=========== =========== ===========
</TABLE>

See accompanying notes.

Page 5 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period from
inception
(Sept. 17,
Three Month Periods 1996) through
Ended March 31, March 31,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss ............................................................ $ (259,799) $ (671,935) $(6,770,452)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization ................................. 6,883 8,860 152,850
Amortization of deferred compensation ......................... 5,870 21,677 185,432
Non-cash compensation and other expenses ...................... 14,743 6,548 1,332,011
Loss realized on sale of short-term investment ................ -- 48,545 703,306
Changes in operating assets and liabilities:
Accounts receivable ........................................ -- (60,404) --
Prepaid expenses and other ................................. (9,197) 7,235 (70,151)
Other assets, net .......................................... 3,762 -- 54,075
Accounts payable ........................................... (35,214) (11,582) 61,664
Accrued payroll and related ................................ (9,629) (12,444) 12,767
Other current liabilities .................................. 6,867 23,539 11,973
----------- ----------- -----------
Net cash (used in) operating activities ............................. (275,714) (639,961) (4,326,525)
----------- ----------- -----------
INVESTING ACTIVITIES
Bridge loan to American Digital Network ............................. 397,828 -- --
Purchases of property and equipment, net ............................ 19,579 9,751 (166,673)
Purchase of short-term investment ................................... -- -- (4,000,000)
Proceeds from sales of short-term investment ........................ -- 2,180,702 3,296,694
Other assets ........................................................ -- -- (55,804)
----------- ----------- -----------
Net cash provided by (used in) investing activities ................. 417,407 2,190,453 (925,783)
----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds from initial public offering, net of deferred offering costs -- -- 5,672,407
Proceeds from issuance of common stock .............................. -- -- 479,628
Proceeds from issuance of Bridge Notes and warrants ................. -- -- 600,000
Repayment of Bridge Notes payable ................................... -- -- (600,000)
Repayment of capital lease obligations .............................. (928) (1,455) (15,647)
Deferred finance charges ............................................ -- -- (26,820)
Advance from former stockholder ..................................... -- -- 45,586
Repayment of advance from former stockholder ........................ -- -- (34,874)
Collection of capital subscriptions receivable from stockholders .... -- -- 97,500
----------- ----------- -----------
Net cash (used in) provided by financing activities ................. (928) (1,455) 6,217,780
----------- ----------- -----------

Net increase in cash and cash equivalents ........................... 140,765 1,549,037 965,472
Cash and cash equivalents at beginning of period .................... 824,707 135,954 --
----------- ----------- -----------
Cash and cash equivalents at end of the period ...................... $ 965,472 $ 1,684,991 $ 965,472
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES
Non-Cash Investing and Financing Activities:
Capital subscriptions receivable from stockholders .................. $ -- $ -- $ 197,500
Equipment acquired under capital lease obligations .................. -- -- 18,276
Sale of equipment in exchange for note receivable ................... -- -- 16,875
Other Cash Flows Information:
Interest paid ....................................................... 119 453 26,479
Income taxes paid ................................................... 3,180 4,785 13,376
</TABLE>
See accompanying notes.

Page 6 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Notes to Condensed Financial Statements

1. Summary of Significant Accounting Policies

Description of Business
- -----------------------

GlobalDigitalCommerce.com, Inc., formerly known as C2i Solutions, Inc. (the
"Company") was incorporated in the State of Delaware on September 30, 1997. The
Company was initially organized as a California limited liability company under
the name of Challenge 2000 International, LLC ("LLC") on September 17, 1996
("Inception"). From Inception through September 30, 1997, the Company operated
under the name of the LLC. On September 30, 1997, the Company reorganized as a
Delaware corporation and changed its name to C2i Solutions, Inc. On September
30, 1997, all LLC Owner Units were converted into 2,391,338 shares of the
Delaware corporation's common stock and all Owner options were converted into
options to acquire 547,500 shares of common stock. Concurrent with the formation
of the Delaware corporation, the LLC was dissolved. On December 22, 1999 the
Company changed its name from C2i Solutions, Inc. to GlobalDigitalCommerce.com,
Inc.

The accompanying financial statements have been adjusted to give retroactive
effect to the reorganization and capital structure of the Delaware corporation
from Inception.

The Company is focused on pursuing business opportunities in the business-to-
business e-commerce and information technology services and solutions arena.

Basis of Presentation
- ---------------------

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of conducting business. Since Inception, the Company has been
primarily engaged in organizational activities, including raising capital,
recruiting personnel, and the marketing of its products and services. As of
March 31, 2000, the Company has not realized significant revenues and therefore,
is considered to be in the development stage. From Inception (September 17,
1996) through March 31, 2000, the Company has incurred recurring operating
losses totaling $6,770,452. As of March 31, 2000, the Company has limited
working capital totaling $946,591.

The Company's ability to continue operations, and ultimately to attain
profitable operations, is dependent upon its ability to raise additional capital
through debt or equity financing to consummate acquisitions and the market
acceptance of its business strategy. As a result of the Company's failure to
meet continued listing requirements, the Company's securities were delisted from
the Nasdaq SmallCap Market, effective with the close of business on November 8,
1999. This delisting is expected to have an adverse effect on the Company's
ability to raise capital. There can be no assurances that the Company's business
strategy or its efforts to raise additional capital will be successful. The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

Page 7 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Notes to Condensed Financial Statements

1. Summary of Significant Accounting Policies (continued)

Basis of Presentation (continued)
- ---------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of Regulation S- X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
financial statements should be read in conjunction with the financial statements
and notes thereto, together with management's discussion and analysis of
financial condition and results of operations contained in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1999. Operating results
for the three month period ended March 31, 2000 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2000 or for
any other future period.

Comprehensive Income(Loss)
- --------------------------

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income.
SFAS No. 130 requires that all components of comprehensive income, including net
income or loss, be reported in the financial statements in the period in which
they are recognized. SFAS No. 130 requires the change in net unrealized gains
(losses) on available-for-sale securities to be included in comprehensive income
(loss). Comprehensive net loss for the three-month period ended March 31, 2000
and 1999 is equal to reported net loss.

2. Note Receivable

In August 1999, in connection with the Company's entering into an agreement to
merge with American Digital Network ("ADN"), the Company agreed to provide ADN
with working capital in the form of a loan prior to the closing of the merger
transaction. Amounts advanced under the loan agreement boar interest at a rate
of 10% per annum and were unsecured. The loan was due and payable immediately
prior to the consummation of the merger but no later than December 31, 1999.

In October 1999, ADN and the Company, jointly terminated the agreement to merge.
During the quarter ended March 31, 2000, the Company received payment in full
of $449,379 under the note, including $22,207 of accrued interest.

3. Capital Transactions

Stock Option Plan
- -----------------

During the period from January 1, 2000 through March 31, 2000, the Company
granted incentive stock options to purchase an aggregate of 259,344 shares of
the Company's Common Stock, at exercise prices ranging from $0.8125 to $0.9688
per share to certain employees of the Company. These options vest ratably over
three years, are exercisable at various dates, and expire five and ten years
from date of grant, or earlier in the event of termination of employment.

Page 8 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

ITEM 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations

This Form 10-QSB contains certain statements of a forward-looking nature
relating to future events (including potential acquisitions and financings) or
the future financial performance of the Company. Such statements are only
predictions, are subject to numerous risks and uncertainties and actual events
or results may differ materially. Factors that could cause or contribute to such
differences include, without limitation, those discussed in this Item 2. These
factors and other risks are discussed more fully in the Company's Annual Report
on Form 10-KSB as filed with the Securities and Exchange Commission on March
30,2000.

Overview
- --------

GlobalDigitalCommerce.com, Inc. ("GDCC" or the "Company") is pursuing
business opportunities in the e-commerce and information technology services and
solutions arenas through mergers and acquisitions. The Company's business
strategy envisions a multi-phased roll-up transaction, with each phase being
comprised of a merger between the Company and one or more privately-held
companies who provide synergistic business to business e-commerce and
information technology services and solutions, as well as a capital infusion
from an external source. The Company's efforts are currently focused on
identifying and evaluating potential merger and acquisition targets. The
Company does not have any binding agreements with respect to such acquisitions
or financing.

The Company was founded in late 1996 and has a limited operating history.
From Inception (September 17, 1996) through mid-1997, the majority of the
Company's activities involved raising capital, research, developing the business
plan, establishing relationships and recruiting personnel. Sales and marketing
efforts during the subsequent 18 months were unsuccessful in developing
significant business. As a result, the Company's operations to-date have not
produced significant revenues and the Company is considered to be in the
development stage.

From Inception through the first quarter of 1999, the Company had focused
its efforts on Y2K related business opportunities. At the end of the first
quarter of 1999, the Company reorganized, changing its primary business focus to
the Internet and business to business e-commerce. As a result of this strategic
realignment, the Company completed its Y2K related contracts, closed its four
regional offices, and eliminated approximately 14 positions. The Company
currently has no ongoing client engagements or sales and marketing activities.

There can be no assurance that the Company will be able to successfully
expand into the internet and business-to business e-commerce areas. The
Company's failure to develop products and services through acquisitions within
the period in which the Company has operating capital would materially adversely
affect the Company's business, operating results and financial condition. If the
Company cannot complete these transactions before its available capital is
depleted, the Company would be required to terminate operations. See "Risk
Factors--Need to Develop New Products and Technologies."

In view of the early stage of development and current absence of revenue
producing activities there can be no assurance that the Company will be able to
implement its strategy or achieve or maintain profitable operations. The Company
expects to continue to incur operating losses at least until it can complete an
acquisition.

The following discussion should be read in conjunction with the attached
condensed financial statements and notes thereto.

Page 9 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Legal Proceedings
- -----------------

On January 10, 2000 the Securities and Exchange Commission entered a
Formal Order of Investigation in a matter entitled Trading in the Securities of
C2i Solutions, Inc. (LA-01970). This order enables the SEC to subpoena documents
and witnesses and to compel their compliance with an inquiry concerning possible
suspicious trading in the Company's Common Stock prior to a July 2, 1999
announcement of an execution of a letter of intent to merge with American
Digital Network, Inc. The Company has received a subpoena to produce additional
documents to the SEC and is in the process of assembling the required
information. The Company and its CEO have also provided documents to the SEC in
response to earlier informal document requests. Pursuant to terms of its
Indemnification Agreement with its CEO, the Company is reimbursing the CEO for
legal expenses incurred in this matter. This investigation may result in
substantial expenditures of available resources and may divert management's
attention from executing on the Company's acquisition strategy and may impair
the Company's ability to obtain financing. As a result, this investigation could
have a material adverse effect on the Company, its results of operations and its
prospects.

The Company has been named as a defendant in a lawsuit filed by Allen &
Caron, Inc. in Superior Court located in Orange County, California. The
compliant alleges breach of contract, fraud and related claims associated with
alleged amounts unpaid to Allen & Caron for its consulting services in the areas
of investor relations. The complaint seeks recovery of approximately $21,500 in
unpaid services, plus interest, punitive damages and attorneys fees. The Company
is attempting to have this matter resolved through arbitration pursuant to the
terms of the contract with Allen & Caron. Given the inherent uncertainty
involved with litigation or arbitration, the Company is unable to determine
whether or when this matter will be resolved short of trial and the extent of
any payments the Company will be required to make.

Results of Operations for the three month periods ended March 31, 2000 and 1999
- --------------------------------------------------------------------------------

No revenues were earned for the three months ended March 31, 2000, which
represents a decrease of 100% over the comparable quarter of the prior year, in
which revenues totaled $274,337. This decrease in revenues resulted from the
restructuring strategy and completion of Y2K contracts. The Company currently
has no ongoing client engagements or sales and marketing activities. For the
three months ended March 31, 1999, service revenues accounted for 100% of total
revenues.

One customer accounted for 96% of the Company's revenues for the three
months ended March 31, 1999.

Cost of revenues were not incurred for the three months ended March 31,
2000. Cost of revenues were 50% ($137,024) of total revenues for the three
months ended March 31, 1999. These costs consisted primarily of personnel
related costs of providing consulting services.

For the three months ended March 31, 2000, no gross margin was recorded.
For the three months ended March 31, 1999, the gross margin percentage was 50%.
This decrease reflects the Company's restructuring strategy which involved
concluding all ongoing client engagements and terminating sales and marketing
activities.

The Company incurred selling, general and administrative expenses for the
three month period ended March 31, 2000 totaling $276,582 compared with $783,252
for the comparable prior year period. This decrease in 2000 resulted primarily
from decreased personnel and related expenses, decreased facilities expenses in
connection with the closure of the four regional offices, overall contraction of
services, and decreased travel and marketing expenses incurred as a result of
the restructuring and reorganization of the Company.

Interest and dividend income was $17,821 for the three months ended March
31, 2000, compared with $29,550 for the three months ended March 31, 1999.
Interest expense totaled $128 for the three months ended March 31, 2000 and
consisted primarily of interest on capital lease obligations, compared with
total interest expense of $453 for the three months ended March 31, 1999. This
decrease in 2000 reflects a decrease in interest-earning balances in 2000
compared with the 1999 balances, as the net proceeds from the Company's initial
public offering are being used to fund operations.

Page 10 of 16

<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Liquidity and Capital Resources
- -------------------------------

From Inception (September 17, 1996) through February 1998, the Company
financed its operations primarily through the proceeds from the issuance of
Common Stock and a bridge financing, completed in October 1997, resulting in an
aggregate of $958,000 from the sale and issuance of debt and equity securities,
including warrants. In February 1998, the Company completed an initial public
offering of its Common Stock. This offering provided the Company with net
proceeds of $5,672,407, including proceeds from the exercise of the
underwriter's overallotment option received in March 1998. The Company received
$2,083 and $17,545 in March 1998 and July 1999, respectively, related to the
exercise of stock options. In August 1999 the Company received $200,000 for
issuance of its Common Stock in a private placement to two directors. Funds from
these sources have been and are expected to continue to be used as working
capital to fund the Company's operations.

The Company's operating activities used net cash of $275,714 and $639,961
during the three-month periods ended March 31, 2000 and 1999, respectively. This
decrease in cash used for operating activities in 2000 compared to 1999, results
primarily from the restructuring and reorganization of the Company. The
restructuring decreased operating expenses by lowering the number of employees,
closing four regional offices, and decreasing travel and marketing expenses.

The Company's investing activities provided cash of $417,407 during the
three months ended March 31, 2000 and provided cash of $2,190,453 during the
three month period ending March 31, 1999, respectively. The decrease in cash
provided by investing activities in 2000 compared to cash provided in 1999
relates to the proceeds from the repayment of the Bridge Loan to ADN totaling
$397,828 and net proceeds from the sale of property and equipment of $19,579
during 2000, compared with the proceeds from the sales of the short-term
investment totaling $2,180,702 and net proceeds from the sale of property and
equipment of $9,751 during 1999.

The Company's financing activities used net cash of $928 and used net cash
of $1,455 during the three months ended March 31, 2000 and 1999, respectively,
which represents cash used to repay capital lease obligations.

As of March 31, 2000, the Company had cash and cash equivalents of
$965,472 and working capital of $946,591 compared with cash and cash equivalents
of $1,684,991 and working capital of $1,732,788 at March 31, 1999. Based on
management's current operating plan, the Company believes that its existing
resources will be sufficient to fund operations through approximately September
30, 2000. However, the Company expects to continue to experience operating
losses and to use cash in operations at least until it can complete an
acquisition.

The Company's ability to achieve profitability will be dependent upon a
number of factors, including interest in and support of the Company's merger
and acquisition strategy, as well as management's ability to execute its
strategy and to obtain financing. There can be no assurance that the Company
will be able to successfully execute its strategy, that any such current or
future strategy will provide the Company with expected benefits, or that the
Company will ever be able to generate revenues sufficient to cover its expenses.
There is also no assurance that the Company will be able to obtain future
financing on favorable terms or at all.

If the Company cannot generate sufficient revenues, which will not happen
at least until consummation of an acquisition and of which there can be no
assurance even after an acquisition, the Company will be required to raise
capital from the sale of equity securities or the issuance of debt or terminate
operations. There is no assurance that such sales or issuances can be effected
at favorable terms, it at all.

Page 11 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

The timing and amount of the Company's capital requirements will depend on
a number of factors, including interest in and support for the Company's merger
and acquisition strategy, as well as management's ability to execute its
strategy, competitive pressures, and the availability of complementary
businesses or technologies that the Company may wish to acquire. If additional
funds are raised through the issuance of equity securities, the percentage
ownership of the Company's stockholders will be diluted and such equity
securities may have rights, preferences or privileges senior to those of the
holders of the Company's Common Stock. There can be no assurance that additional
financing will be available when needed or, that if available, such financing
will include terms favorable to the Company or its stockholders. If adequate
funds are not available on acceptable terms, the Company may be unable to
implement its strategy, develop or enhance its products and services, take
advantage of opportunities or respond to competition, any of which could have a
material adverse effect on the Company's business, financial condition and
results of operations. Additionally, if funds are not available, the Company
will be required to terminate operations.

Interest Rate Risk
- ------------------

The Company is exposed to changes in interest rates primarily from its
short-term investments in certain available for sale securities. Under its
current policies, the Company does not use interest rate derivative instruments
to manage exposure to interest rate changes. During the year ended December 31,
1999, the Company realized losses on its short-term investments totaling
$48,545. The Company has invested its cash resources in fully-insured money
market accounts, short-term U.S. Government treasury bills and investment grade
commercial paper. The Company believes a hypothetical 100 basis point adverse
move in interest rates along the entire interest rate yield curve would not
materially effect the fair value of interest-sensitive financial instruments it
holds.

Business Risks and Uncertainties
- --------------------------------

GDCC has a Limited Operating History; Limited Experience in Information
Technology and E-Commerce Solutions and No Current Revenue Expectations.

GDCC was founded in September 1996, has a limited operating history and is
in the development stage. GDCC has limited experience in providing information
technology or E-commerce solutions. GDCC's operations to date have not produced
significant revenues and its decision to refocus on acquisitions means that it
will not produce any revenues at least until it is able to complete an
acquisition. GDCC may not generate any future revenues from the sale of its
services or products after any such acquisition.

History of Operating Losses; Need for Additional Financing

GDCC has experienced significant operating losses since its inception in
September 1996. As of March 31, 2000, GDCC's accumulated deficit was $6,770,452.
Losses have principally been the result of the various costs associated with
GDCC's selling, general and administrative expenses as GDCC commenced
operations, and began marketing activities and losses on investments. GDCC
expects that it will continue to incur operating losses if no acquisitions are
completed. GDCC believes that its existing capital resources will enable it to
fund its operations until approximately September 30, 2000. GDCC will be
required to seek additional capital to continue its operations beyond that time.
GDCC has no commitments for any future funding, and GDCC may not be able to
obtain additional capital in the future. If GDCC is unable to obtain the
necessary capital, it will be required to significantly curtail its activities
or cease operations. Additionally, while a reduction of operation could prolong
its ability to operate, that reduction would adversely affect the Company's
ability to implement its acquisition strategy.

Page 12 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Due to its continuing losses, and inability to raise sufficient additional
equity, GDCC failed to meet the requirements for continued listing of its shares
on the Nasdaq SmallCap Market. As a result, GDCC's securities were delisted from
the Nasdaq SmallCap Market, effective with the close of business on November 8,
1999. GDCC's securities are currently traded on the OTC Bulletin Board and may
become subject to the regulations applicable to penny stocks. Investors may find
it more difficult to obtain timely and accurate quotes and execute trades in the
Company's securities and the liquidity of GDCC's securities may be impaired.
Before GDCC's securities can be listed on the Nasdaq SmallCap Market, it will
need to satisfy the more stringent initial listing requirements (which require,
among other things, net tangible assets of $4 million and a minimum bid price of
$4.00 per share). GDCC may not be able to meet these requirements.

Need to Develop New Products and Services; Risks Associated with Potential
Unspecified Acquisitions

To date, GDCC has generated substantially all of its revenues from its now
terminated Y2K related activities. As a result of its changed focus, GDCC plans
to actively pursue business opportunities in the Internet and business to
business e-commerce market through mergers and acquisitions, although no
specific acquisitions are ready to be completed or are subject to any binding
acquisition agreements. Any such future acquisitions would be accompanied by the
risks commonly encountered in acquisitions of companies. Such risks include,
among other things:

- The assumption of unforeseen liabilities;

- The difficulty of assimilating the operations and personnel of the
acquired companies;

- The inability of GDCC's management to maximize the financial and
strategic position of GDCC by the incorporation of acquired
technology or business into GDCC;

- The difficulty of maintaining uniform standards, controls,
procedures and policies;

- The potential loss of key employees of the acquiring or acquired
companies; and

- The impairment of relationships with employees, consultants,
customers, and suppliers as a result of changes in management

No assurance can be given that GDCC will undertake acquisition activities,
will complete any acquisitions, or that if an acquisition does occur it will not
materially and adversely affect GDCC or will be successful in enhancing GDCC's
business. If GDCC proceeds with one or more significant acquisitions, a
substantial portion of GDCC's available cash could be used to consummate those
transactions. Alternatively, GDCC might issues equity securities as
consideration for an acquisition which might result in significant dilution of
the stockholders' ownership interest in GDCC, or GDCC could issue debt
securities to finance an acquisition, which might reduce the book value and
earnings per share of GDCC common stock. The accounting for business
acquisitions by GDCC is likely to involve the recognition of significant
goodwill and intangible assets in connection with the acquisition and, as a
result, would typically result in substantial charges against GDCC's reported
future operating results.

No Follows-On Business

As a result of GDCC's decision not to pursue additional Y2K projects, GDCC
currently has no ongoing projects or expectations of future projects from its
previous customers, including significant customers. The absence of any current
revenue generating client relationships is expected to have a material adverse
effect on GDCC's business, financial condition and results of operations. GDCC
will not have any revenues at least until it completes an acquisition.

Page 13 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

Dependence on Key Personnel

GDCC's success will, to a large extent, depend upon the continued services
of its executive officers who have limited experience at managing a business
like GDCC's or in evaluating potential strategic alternatives. The loss of
services of any of these executive officers may materially and adversely affect
GDCC. GDCC's employment agreements with its key personnel may be terminated by
either party, with or without cause, with the exception of its agreement with
Mr. Whalen. Mr. Whalens's employment agreement has a term of five years,
expiring in May 2002, and limits GDCC's ability to terminate him, except for
cause, and provides for six months severance pay, unless Mr. Whalen voluntarily
resigns his position.

Three of the executive officers of GDCC have left the Company since
December 31, 1999. While the Company has recruited replacements, these
transitions have affected, for at least the short term, the Company's ability to
implement its strategic plan.

Concentration of Share Ownership and Voting Power Among Directors and Officers

The directors and officers of GDCC control approximately 45.6% of the
voting power and therefore have close to the number of votes required to elect
all of GDCC's directors and, hence, will be able to significantly influence the
affairs of the Company. In addition, the directors and officers of GDCC will
have a substantial portion of all the votes required to amend GDCC's Certificate
of Incorporation and By-laws and significantly effect fundamental corporate
transactions involving GDCC, including the acceptance or rejection of any
proposals relating to a merger of GDCC or an acquisition of GDCC by another
entity.

Risk of Shares Being Characterized as Penny Stocks; Impaired Liquidity of the
Shares

The SEC has adopted regulations which define a "penny stock" to be an
equity security that has a market price (as therein defined) less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require delivery, prior to any transaction in a penny stock, of a
disclosure schedule prepared by the SEC relating to the penny stock market.
Disclosure is also required to be made about current quotations for the
securities and about commissions payable to both the broker-dealer and the
registered representative. Finally, broker-dealers must send monthly statements
to purchasers of penny stocks disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

The foregoing penny stock restrictions will not apply to shares if:

- They are listed on the Nasdaq SmallCap Market;

- Certain price and volume information is publicly available on
current and continuing basis; and,

- The issuer meets certain minimum net tangible assets or average
revenue criteria.

There can be not assurance that GDCC's securities will qualify for
exemption from the penny stock restrictions. If GDCC's shares were subject to
the rules on penny stocks, the market liquidity for these shares would be
adversely affected.

Page 14 of 16

<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

PART II: OTHER INFORMATION

ITEM 1: Legal Proceedings

See Part I Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

ITEM 2: Changes in Securities and Use of Proceeds

Pursuant to the Company's Registration Statement on Form SB-2 (No.333-39425),
declared effective by the Commission on February 13, 1998, the Company completed
its initial public offering in February 1998, and the overallotment in March
1998, resulting in aggregate net proceeds to the Company of $5,672,407, after
deducting underwriting discounts and commission and the offering expenses
payable by the Company.

Proceeds of the initial offering were used to repay the Bridge Notes and accrued
interest thereon, totaling $621,412, $17,920 of which was paid to a former
executive officer of the Company. The Company also used $132,915 to purchase
machinery, equipment and other capital additions, $18,181 to repay capital
leases and accrued interest, $2,333,334 to pay employees' and officers' salaries
and related payroll taxes, $503,997 for occupancy costs, $262,430 for
advertising and promotion, $159,166 for recruiting, $669,989 for other general
corporate purposes and realized investment losses totaling $453,028 net of
related interest and dividend income. The remaining proceeds from the initial
public offering have been invested in fully insured, money market accounts and
short-term U.S. government treasury bills pending their use.

ITEM 6: Exhibits and Reports on Form 8-K:

(a) Exhibits:

See Exhibit Index.

(b) Reports on Form 8-K:

On January 4, 2000, the Company filed a Current Report on Form 8-K to
report the Company had changed its name from C2i Solutions, Inc. to
GlobalDigitalCommerce.com, Inc. to better reflect its corporate direction. The
new ticker symbol is GDXX.OB for the common stock and GDXXW.OB for the warrants.

EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------

10.19 Employment agreement dated March 3, 2000 by and between
GlobalDigitalCommerce.com, Inc. and Jeff Primes

10.20 Employment agreement dated March 10, 2000 by and between
GlobalDigitalComerce.com, Inc. and Richard H. Middelberg

27.1 Financial Data Schedule

Page 15 of 16
<PAGE>

GlobalDigitalCommerce.com, Inc.
(A Development Stage Company)

SIGNATURES

Pursuant to the requirements 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.

GLOBALDIGITALCOMMERCE.COM, INC.

Dated: May 15, 2000 By: /s/ John Anthony Whalen, Jr.
------------------------------------------
John Anthony Whalen, Jr.,
President and Chief Executive Officer

Dated: May 15, 2000 By: /s/ Richard Middelberg
-----------------------------------------
Richard Middelberg
Chief Financial Officer

Page 16 of 16

<PAGE>

EXHIBIT 10.19

EMPLOYMENT AGREEMENT DATED MARCH 3, 2000
BY AND BETWEEN GLOBALDIGITALCOMMERCE.COM, INC.
AND JEFF PRIMES

March 3, 2000

Dear Jeff:

We are pleased to offer you a full time exempt position as Vice President of
Mergers and Acquisitions. The anticipated start date is March 13, 2000, subject
to a favorable reference check. The purpose of this letter is to set forth the
basic terms and conditions of your employment with GlobalDigitalCommerce.com,
Inc. ("GDCC"). By signing this letter, you will be agreeing to these terms. It
is important that you understand clearly both what your benefits are and what is
expected of you by GDCC.

1. DUTIES. Your duties generally will include, but are not limited to,
------
those duties normally performed by a Vice President of Mergers and Acquisitions.
You may be assigned other duties as needed and your duties may change from time
to time on reasonable notice, based on the needs of GDCC and your skills, as
determined by GDCC. You will report directly to the President/CEO.

As an employee, you are required to exercise your specialized expertise,
independent judgment and discretion to provide high-quality services. You are
required to follow company policies and procedures adopted from time to time by
GDCC and to take such general direction as you may be given from time to time by
your supervisor. GDCC reserves the right to change these policies and procedures
at any time. You are required to devote your full energies, efforts and
abilities to your employment with GDCC.

2. HOURS OF WORK. As a salaried exempt employee, you are expected to work
-------------
the number of hours required to get the job done. At a minimum, to meet our
clients' needs you are generally expected to be present during the normal
working hours of GDCC, 8AM to 5PM local time. Your primary office will be in San
Diego.

3. SALARY. Please see Exhibit A.
------

4. EXPENSES. As an employee, you will be reimbursed for all reasonable
--------
travel and business expenses incurred on behalf of GDCC. Any expense over
$100.00 must be approved in writing in advance BY (SPECIFY PERSON).

5. EMPLOYEE BENEFITS. You will be eligible for the standard GDCC benefits
-----------------
which are generally applicable to full-time employees. These benefits are
subject to change, on a prospective basis at GDCC's discretion.

6. PROPRIETARY RIGHTS; DUTY TO DISCLOSE. Employee hereby acknowledges and
------------------------------------
agrees to be bound by the provisions of GDCC's enclosed "Confidentiality and
Nonsolicitation Agreement".

Page 1 of 6
<PAGE>

Employee agrees during and after the term of this employment, not to reveal
confidential information, or trade secrets to any person, firm, corporation, or
other legal entity. Should employee reveal or threaten to reveal this
information, the Company shall be entitled to an injunction restraining the
employee from disclosing same, or from rendering any services to any entity to
whom said information has been or is threatened to be disclosed. The right to
secure an injunction is not exclusive, and the Company may pursue any other
remedies it has against the employee for a breach or threatened breach of this
condition, including the recovery of damages from the employee.

7. NONSOLICITATION OF EMPLOYEES. Employee specifically agrees that during
----------------------------
the term of this agreement and for a period of one (1) year thereafter, employee
shall not, directly or indirectly, either for himself or for any other person,
firm, corporation or other legal entity, solicit any then employee of GDCC to
leave the employment of GDCC.

8. GOVERNING LAW. This Agreement shall be governed by and construed and
-------------
enforced in accordance with and subject to the laws of the State of California.
Any dispute or action between the employee and the Company resulting out of this
agreement must be brought in the jurisdiction of the State of California or it
is void.

9. AGREEMENT TO ARBITRATE. You and GDCC agree that any and all disputes
----------------------
between you and GDCC (including claims against its employees, officers,
directors, agents, successors and assigns which arise out of or relate to their
actions on behalf of the Company) arising out of or in any way related to the
employment relationship, including any disputes upon termination, shall, to the
fullest extent permitted by law, be resolved by binding arbitration before a
single neutral arbitrator.

9.1 SCOPE OF AGREEMENT. The disputes subject to this agreement include,
------------------
but are not limited to, all potential claims relating to employment, such as
breach of contract, tort, discrimination, harassment, wrongful termination,
demotion, discipline or failure to accommodate, family and medical or pregnancy
disability leave, compensation or benefit claims, constitutional or common law
claims, and claims for attorneys' fees and costs to the fullest extend permitted
by law.

9.2 PRE-ARBITRATION PROCEDURES. Prior to pursuing arbitration, you and
--------------------------
GDCC agree to take the following steps:

9.2.1 The party claiming to be aggrieved shall furnish to the other
party a written statement of any and all disputes in sufficient detail to
apprise the other party of the substance of the claims and identifying any
witnesses or documents that support the claim and the relief requested or
proposed.

9.2.2 If the other party does not agree to furnish the relief
requested or proposed, or otherwise does not satisfy the demand of the party
claiming to be aggrieved, the aggrieved party may request that the dispute be
submitted to mediation. If both parties agree, the dispute shall be submitted to
nonbinding mediation before a neutral mediator jointly selected by the parties.
The parties will share the costs of the mediation.

9.3 ARBITRATION PROCEDURES.
----------------------

Page 2 of 6
<PAGE>

9.3.1 If the mediation does not produce a mutually satisfactory
resolution of the dispute, the aggrieved party may request arbitration before a
single neutral arbitrator. To do so, the aggrieved party must notify the other
party in writing of the claim it wishes to arbitrate. All claims must be brought
within the applicable statute of limitations period.

9.3.2 The arbitrator shall be mutually selected by the parties or,
if they are unable to reach agreement on an arbitrator, the parties agree to use
the then current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association, except that the arbitrator shall be selected
by alternately striking names from a panel of five (5) neutral labor or
employment arbitrators designated by the American Arbitration Association.

9.3.3 The arbitration shall be governed by the rules set forth in
California Code of Civil Procedure section 1280 and following (and any successor
statue). The parties may engage in discovery pursuant to California Code of
Civil Procedure section 1283.05. The parties may be represented by an attorney
or other representative of their choosing. The arbitrator shall have the power
to enter any award permitted by applicable law that could be entered by a judge
of the Superior Court of the State of California or the United States District
Court sitting without a jury, and only such power.

9.3.4 By entering into this agreement, both parties understand that
they are giving up their constitutional right to have any such dispute decided
in a court of law before a jury and instead are accepting the use of binding
arbitration.

9.3.5 The arbitrator shall not have the authority to modify, change
or refuse to enforce the terms of the employment agreement. In addition, the
arbitrator shall not have the authority to require GDCC to change any lawful
policy or benefit plan.

9.3.6 Either party, at its expense, may arrange for and pay for the
cost of a court reporter to provide a written transcript of the proceedings.

9.3.7 The parties shall share equally the fees and costs of the
arbitrator. Each party shall bear their own legal fees and costs. However, if
any party prevails on a statutory claim that affords the prevailing party
attorneys' fees and costs, the arbitrator may award reasonable attorneys' fees
and costs to the prevailing party.

9.3.8 Arbitration shall be the exclusive final remedy for any
dispute between the parties to the fullest extent permitted by law. However,
nothing in this paragraph 9 shall limit the right of either party to apply for a
provisional remedy pursuant to California Civil Code section 1281.8(b) or any
successor statue.

9.3.9 The arbitrator shall promptly render a written award which
provides the factual and legal basis for the award.

9.3.10 This agreement to arbitrate survives the termination of
employee's employment with GDCC. This agreement constitutes the entire agreement
between the parties on the subject of resolution of employment disputes and
supersedes all prior understandings or agreements,

Page 3 of 6
<PAGE>

written or oral, on the subject.

10. ASSIGNMENTS. The rights and obligations of GDCC under this agreement
-----------
shall inure to the benefit of and be binding upon its successors and assigns.
This agreement may not be assigned by you without the written consent of GDCC.

11. INTEGRATED AGREEMENT. This agreement and the Confidentiality and
--------------------
Nonsolicitation Agreement supersedes any prior agreements, representations or
promises of any kind, whether written, oral, express or implied between the
parties hereto with respect to the subject matter herein. It constitutes the
full, complete and exclusive agreement between you and GDCC with respect to the
subject matters herein. This Agreement may only be modified by a writing signed
by you and the President or Chief Financial Officer of GDCC.

12. NOTICES. All notices or other communications provided for by this
-------
agreement shall be made in writing and shall be deemed properly delivered when
(i) delivered personally or (ii) by the mailing of such notice by registered or
certified mail, postage prepaid, to the parties at the addresses set forth on
the signature page of this agreement (or to such other address as one party
designates to the other in writing).

13. COUNTERPARTS. This agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

14. SEVERABILITY. If any provision of this agreement is declared invalid
------------
by any court or tribunal, that provision is deemed deleted from this agreement
as though such provision had never been included herein. The remaining
provisions of the agreement shall remain in effect.

15. PERFORMANCE EVALUATION. There will be a probationary period of 90 days
----------------------
commencing on the first day of employment. At the end of the probationary period
an employee performance evaluation will be conducted. A satisfactory evaluation
will result in regular employee status. Failure to obtain a satisfactory
evaluation may result in the following:

1.) The extension of the probationary period.

2.) Termination of the employee.

This does not alter the at-will employment relationship between you and GDCC.

16. TERMS OF EMPLOYMENT. The term of this agreement is at will. You or
-------------------
GDCC may terminate the employment relationship at any time, with or without
cause. GDCC also reserves the right to modify your position or duties and to
impose any form of discipline it determines is appropriate at any time.

Page 4 of 6
<PAGE>

In order to confirm your agreement with and acceptance of these terms, please
sign and return to our office no later than MONDAY, MARCH 6, 2000. You are being
---------------------
given two original copies, one copy for your records and the other should be
signed and returned to GDCC. If there is any matter in this letter, which you
wish to discuss further, please do not hesitate to speak to me.

Very truly yours,
GlobalDigitalCommerce.com, Inc.

By: /s/ John Anthony Whalen, Jr.
-----------------------------
John Anthony Whalen, Jr.
President/CEO

Enclosure

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

I agree to the terms of employment set forth in this agreement. I
understand and I agree that am employed on an at will basis.

Dated: March 6, 2000
-------

/s/ Jeff Primes
-----------------------------
Jeff Primes

Page 5 of 6
<PAGE>

EXHIBIT A

EMPLOYEE: Jeff Primes

INITIAL POSITION: Vice President of Mergers and Acquisitions

STATUS: Exempt

APPROXIMATE START DATE: March 13, 2000

REPORTS TO: President/CEO

ANNUAL SALARY: $75,000 payable semi-monthly on the 15th and the last
day of each month.

BONUS: A bonus of $10,000 for each acquired company, upon the
closing of each corporate finance round. All terms of
such bonus are subject to approval by the Board of
Directors.

STOCK OPTIONS: A grant of Incentive Stock Options ("ISOs") for 100,000
shares of Common Stock upon commencement of work.
Options will vest monthly over 36 months with vesting
of first three months deferred until the 90 day
probation is completed and expire ten (10) years from
date of grant. In order to qualify for preferential
tax treatment, the exercise price of ISOs must be no
less than the fair market value of a share of Common
Stock on the date of the grant. All terms and
conditions of the stock option grants are in accordance
with C2i's standard stock option plan.

BUSINESS EXPENSES: Reasonable travel and expense reimbursement, with
proper advance approval.

MEDICAL EXPENSES: GDCC offers Blue Shield of California as our
health plan provider to our employees. For
additional information regarding the health benefits,
please refer to the Blue Shield Summary Plan.

Page 6 of 6

<PAGE>

EXHIBIT 10.20

EMPLOYMENT AGREEMENT DATED MARCH 10, 2000
BY AND BETWEEN GLOBALDIGITALCOMMERCE.COM, INC.
AND RICHARD H. MIDDELBERG

March 10, 2000

Dear Richard:

We are pleased to offer you a full time exempt position as Vice President/CFO.
The anticipated start date is March 15, 2000, subject to the favorable reference
checks. The purpose of this letter is to set forth the basic terms and
conditions of your employment with GlobalDigitalCommerce.com, Inc. ("GDCC"). By
signing this letter, you will be agreeing to these terms. It is important that
you understand clearly both what your benefits are and what is expected of you
by GDCC.

1. DUTIES. Your duties generally will include, but are not limited to,
------
those duties normally performed by a Vice President/CFO. You may be assigned
other duties as needed and your duties may change from time to time on
reasonable notice, based on the needs of GDCC and your skills, as determined by
GDCC. You will report directly to the President/CEO.

3. SALARY. Please see Exhibit A.
------

Page 1 of 6
<PAGE>

9.2 PRE-ARBITRATION PROCEDURES. Prior to pursuing arbitration, you and
--------------------------
GDCC agree to take the following steps:

Page 2 of 6
<PAGE>

9.3 ARBITRATION PROCEDURES.
----------------------

9.3.6 Either party, at its expense, may arrange for and pay for the
cost of a court reporter to provide a written transcript of the proceedings.

9.3.9 The arbitrator shall promptly render a written award which
provides the factual and legal basis for the award.

Page 3 of 6
<PAGE>

1.) The extension of the probationary period.

2.) Termination of the employee.

This does not alter the at-will employment relationship between you and GDCC.

Page 4 of 6
<PAGE>

In order to confirm your agreement with and acceptance of these terms, please
sign and return to our office no later than MONDAY, MARCH 13, 2000. You are
----------------------
being given two original copies, one copy for your records and the other should
be signed and returned to GDCC. If there is any matter in this letter, which you
wish to discuss further, please do not hesitate to speak to me.

Very truly yours,
GlobalDigitalCommerce.com, Inc.

By: /s/ John Anthony Whalen, Jr.
----------------------------
John Anthony Whalen, Jr.
President/CEO

Enclosure

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

I agree to the terms of employment set forth in this agreement. I
understand and I agree that am employed on an at will basis.

Dated: March 14, 2000
--------
/s/ Richard H. Middelberg
--------------------------
Richard H. Middelberg

Page 5 of 6
<PAGE>

EXHIBIT A

EMPLOYEE: Richard H. Middelberg

INITIAL POSITION: Vice President/CFO

STATUS: Exempt

APPROXIMATE START DATE: March 15, 2000

REPORTS TO: President/CEO

ANNUAL SALARY: $100,000 payable semi-monthly on the 15th and the last
day of each month.

BONUS: A bonus of $25,000 for the closing of each corporate
finance round. All terms of such bonus are subject to
approval by the Board of Directors.

STOCK OPTIONS: A grant of Incentive Stock Options ("ISOs") for 120,000
shares of Common Stock upon commencement of work.
Options will vest monthly over 36 months with vesting
of first three months deferred until the 90 day
probation is completed and expire ten (10) years from
date of grant. In order to qualify for preferential
tax treatment, the exercise price of ISOs must be no
less than the fair market value of a share of Common
Stock on the date of the grant. All terms and
conditions of the stock option grants are in accordance
with C2i's standard stock option plan.

BUSINESS EXPENSES: Reasonable travel and expense reimbursement, with
proper advance approval.

Page 6 of 6

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 965,472
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,035,623
<PP&E> 112,986
<DEPRECIATION> 72,432
<TOTAL-ASSETS> 1,076,480
<CURRENT-LIABILITIES> 89,032
<BONDS> 0
0
0
<COMMON> 3,841
<OTHER-SE> 983,607
<TOTAL-LIABILITY-AND-EQUITY> 1,076,408
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 128
<INCOME-PRETAX> (259,799)
<INCOME-TAX> 0
<INCOME-CONTINUING> (259,799)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (259,799)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)

</TABLE>