PINNACLE BUSINESS MANAGEMENT INC, 10SB12G/A, 2000-12-08

PINNACLE BUSINESS MANAGEMENT INC
10SB12G/A, 2000-12-08
FINANCE SERVICES

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-SB/A
AMENDMENT NUMBER 2

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934

PINNACLE BUSINESS MANAGEMENT, INC.
(Name of small business issuer in its charter)

NEVADA 91-1871963
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

2963 Gulf to Bay Boulevard, Suite 265
Clearwater, Florida 33759
(727) 669-7781
(Address and telephone number of principal executive offices)

Securities to be registered pursuant to Section 12(g) of the Act
300,000,000 shares of common stock
50,000,000 shares of preferred stock

Copies to:
Lee Walthall
Schroeder Walthall Neville L.L.P.
1100 Louisiana, Suite 4850
Houston, Texas 77002-5222
(713) 654-9100

<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Pinnacle Business Management, Inc., a Nevada corporation chartered on May
7, 1997, is a holding company with a subsidiary actively engaged in consumer
lending. Pinnacle offers advance paycheck services and other retail financial
services at competitive rates in convenient locations. Pinnacle is currently
licensed in nine states, with applications for licensing pending in additional
twenty states.

Please refer to Business of the Issuer at page 8 for more details.

FORWARD LOOKING STATEMENTS

Except for historical information, the discussion in this registration
statement contains certain forward-looking statements within the meaning of the
federal securities law. These statements may refer to the company's future
plans, objectives, expectations and intentions. These statements may be
identified by the use of the words such as expect, anticipate, believe, intend,
plan and similar expressions. Actual results could differ materially from those
projected in the forward-looking statements due to a number of factors,
including those set forth under "Risk Factors" and elsewhere in this document.

RISK FACTORS

This section highlights some of the risks associated with the company's
business and operations. Prospective investors should carefully consider the
following risk factors when evaluating an investment in the common stock of the
company.

THE COMPANY HAS A LIMITED OPERATING HISTORY AND INVESTORS MAY BE UNABLE TO
EFFECTIVELY EVALUATE THE COMPANY FOR INVESTMENT PURPOSES

The company began operations in 1997. As a result, the company has only a
limited operating history upon which investors may evaluate the company's
business and prospects. In addition, investors must consider the company's
prospects in light of the risks and uncertainties encountered by companies in an
early stage of development in new and rapidly evolving markets.

THE COMPANY OWNS PROPRIETARY TECHNOLOGY AND ITS BUSINESS WILL BE ADVERSELY
AFFECTED IF THE COMPANY IS UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS
IN THAT TECHNOLOGY

The unauthorized reproduction or other misappropriation of the company's
proprietary technology could enable third parties to benefit from the company's
technology without paying for it. This could have a material adverse effect on
the company's business, operating results and financial condition. The company
has relied primarily on the use of trade secrets to protect its proprietary
technology, which may be inadequate. The company does not know whether it will
be able to defend its proprietary rights because the validity, enforceability
and scope of protection of proprietary rights in new technology is uncertain and
still evolving. If the company resort to legal proceedings to enforce its
intellectual property rights, the proceedings could be burdensome and expensive.

<PAGE>
INVESTMENT IN COMMON STOCK OF THE COMPANY MAY NOT INCREASE IN VALUE UNLESS THE
COMPANY IS ABLE TO BECOME PROFITABLE.

The company has incurred losses in business operation since inception. The
company expect to continue to lose money for the foreseeable future, and it
cannot be certain when it will become profitable, if at all. Failure to achieve
and maintain profitability may adversely affect the market price of the
company's common stock.

THE COMPANY IS PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT
IN THE COMPANY'S SECURITIES HIGHLY RISKY.

The company's financial statements include an auditor's note regarding an
uncertainty about its ability to continue as a going concern. The company's
financial statements also include an accumulated deficit of $1,956,841 as of
December 31, 1999 and $2,699,936 as of September 30, 2000, and other indications
of weakness in its present financial position. The company has been operating
through the issuance of common stock for services by entities that it could not
afford to pay in cash. The company is in unsound financial condition.

THE LOSS OF ANY OF THE EXISTING OFFICERS OR KEY PERSONNEL WOULD LIKELY HAVE AN
ADVERSE EFFECT ON THE BUSINESS.

The company's future success depends in large part on the skills,
experience and efforts of its key marketing and management personnel. The loss
of the continued services of any of these individuals could have a very
significant negative effect on the company's business. In particular, the
company relies upon the experience of Michael Bruce Hall and Jeffrey G. Turino,
our President and Chief Executive Officer, respectively. The company does not
currently maintain a policy of key man life insurance on any of its senior
management employees

THE COMPANY'S BUSINESS PLAN REQUIRES ADDITIONAL PERSONNEL AND MAY BE NEGATIVELY
AFFECTED IF THE COMPANY IS UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.

The company's future expansion and success depends in large part upon its
ability to attract, train, motivate and retain skilled sales and marketing
personnel. The company's failure to attract and retain the highly trained,
specialized technical personnel that are integral to its sales, product
development, and support service may limit the rate at which the company can
generate sales and grow. This could negatively affect the company's business,
operating results and financial condition.

THE COMPANY WILL INCUR SIGNIFICANT EXPENSES IF OTHER COMPANIES CLAIM THAT THE
COMPANY INFRINGED ON THEIR PROPRIETARY RIGHTS.

<PAGE>
The future business success of the company's depends in large part on its
proprietary software. Software development and protection in today's rapidly
evolving technological environment is inherently uncertain. Although the company
attempts to avoid infringing known proprietary rights of third parties, the
company is subject to the risk of claims alleging such infringement. The company
does not conduct comprehensive searches to determine whether the technology it
uses infringes patents, trademarks, trade names or other protections held by
third parties. In addition, many patent applications are confidential when
filed, and there may be patent applications for similar technology pending. Any
claim of infringement could cause the company to incur substantial costs
defending against the claim, even if the claim is invalid. Furthermore, a party
making such a claim could secure a judgment that requires the company pay
substantial damages. A judgment could also include an injunction or other court
order that could prevent the company from selling its products by marketing its
services. Any of these events could have a material adverse effect on the
company's business, operating results and financial condition.

IF THE COMPANY IS UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, IT MAY NOT
BE ABLE TO STAY IN BUSINESS.

Currently, the company's capital is insufficient to conduct its business
and if the company is unable to obtain needed financing, it will be unable to
promote its products and services, explore potential business opportunities and
otherwise maintain its competitive position. Since the company intends to expand
its business rapidly, it is certain that it will require additional capital. The
company has not thoroughly investigated whether this capital would be available,
who would provide it, and on what terms. If the company is unable to raise the
capital required to fund its growth, on acceptable terms, its business may be
seriously harmed or even terminated.

BUSINESS OF THE ISSUER

Pinnacle is an integrated consumer finance servicer. Pinnacle offers
advance paycheck services and other retail financial services at competitive
rates in convenient locations.

Advance paycheck service is similar to "payday loan" service offered by the
company's competitors. For comparison, a "payday loan" service company extends
a credit to a customer and provides a customer cash in exchange for the
customer's check (in the amount of advanced cash plus the service fee) and an
agreement to defer deposit of the customer's check until the customer's payday.
The "payday loans" are processed manually and carry a high administrative cost.
A "payday loan" service company must distribute cash funds to each location and
keep a significant supply of cash on hand. Distribution and maintenance of cash
involves inherent security cost and losses due do theft.

Pinnacle does not advance cash to its customers. Instead, Pinnacle provides
a customer with a debit card that is credited with the amount of money advanced.
A customer fills in an application and writes a check for the amount of money
advanced, plus the fee. The service is fast, reliable, safe and convenient, and
the administrative cost is low. The entire transaction is handled
electronically. In legal terms, the transaction is defined as a "payment
instrument-for-payment instrument" transaction. By definition, Pinnacle is a
"money transmitter", not a "payday loan" servicer.

<PAGE>
Pinnacle has developed a software that enables Pinnacle to process deferred
deposits as an advance paycheck money transmitter. The software's substantial
processing ability and capacity will also allow Pinnacle to process its paycheck
advances and as well as short term lending activities for its competitors. The
software has servicing capabilities, including tracking multiple advances,
single and multiple payments, both in cash and by electronic withdrawal from
borrower's third party institutional accounts. The software is proprietary in
nature, and to the company's knowledge, unique in the industry. Pinnacle,
however, does not hold a patent nor does it plan to seek patent registration.

Pinnacle also has a website, at www.pcbm.com, and ultimately, intends to
------------
make available on its website loan access to its customers. While loan access
via the Internet is a part of the business plan conceptually, the company has
not entered into any contracts or made expenses toward implementation of the
program. Pinnacle does not depend on the customer's use of the Internet for its
business. Pinnacle's primary objective is to develop and maintain a network of
locations that would offer advance paycheck services. Once these locations are
established, Pinnacle may explore the possibility of offering deferred deposit
services via the Internet. The fact that Pinnacle has a website is not material
at this time. At this time, the website serves to provide and disseminate
additional information about Pinnacle to the public.

DESCRIPTION OF BUSINESS - GENERAL (continued)

Pinnacle is a holding company of two subsidiaries, Fast Title Loans, Inc.
("Fast Title") and Fast Paycheck Advance Inc., ("Fast Paycheck") that are
engaged in consumer lending and deferred deposit services. In the past, Fast
Title, its consumer lending subsidiary, has generated all of its revenues. Fast
Title loaned money, secured by motor vehicle title, to individuals with poor or
non-existent credit. It provided fast access to short-term cash loans, primarily
in the state of Florida. The title loan business, however, became unprofitable
when the legislature in Florida recently lowered the interest rates on vehicle
title loans. In September 2000, Pinnacle discontinued its Fast Title business
and concentrates instead on developing Fast Paycheck and its growth potential.
(Please refer to Business of the Issuer Section on page 8 for historical
discussion of Fast Title.)

Management has developed new lines of business, primarily through Fast
Paycheck, and shifted its business operations dramatically in 1999. The
financial condition of the company, however, has suffered, as its financial
statements indicate.

As a result of discontinuing the title loan business in Florida, the
operating revenues have decreased and the company's financial condition was
impaired. The results of operations for the period ended September 30, 2000, as
reflected in the company's Form 10-QSB filed on November 20, 2000 and Form
10-QSB/A filed on November 22, 2000, are as follows:

<PAGE>
TOTAL ASSETS. Total assets at September 30, 1999 were $1,470,457 compared
to September 30, 2000 total assets of $1,195,089. The second quarter at June 30,
2000 indicated approximately $200, 825 less, $1,395,914. The decrease in the
third quarter primarily represents the write off of goodwill that was impaired.

TOTAL LIABILITIES. Total liabilities include accounts payable, the current
potion of the long term debt, notes payable to officers, and non-current portion
of the long term debt. Accounts payable decreased from $446,341 at June 30,
2000, to $274,985 at September 30, 2000. The decrease in accounts payable should
be read as an indication of expansion in Paycheck business in the evaluation of
the company as a going concern.

The long term debt increased from $1,013,636 at June 30, 2000 to $2,598,141
at September 30, 2000. The increase of long-term debt has been necessary to
effectuate the transition of business from the Fast Title to Fast Paycheck.
Pinnacle suffered a net loss before federal income taxes in 1999 of $2,646,922.
The company needed the additional funding to provide liquidity to pay current
obligations. It was successful in obtaining an additional loan of $1,013, 636.
This number was reflected by increase in the long term debt from year end 1999
to June 30, 2000. Long term debt was $417,287 at December 31, 1999; $547,287 at
March 31, 2000 and $1,013,636 at June 30, 2000.

REVENUES. The operating revenues have decreased over the first nine months
of operation in 2000. At December 31, 1999, operating revenues were $214,538,
compared to $62,681 at March 31, 2000 and $69,683 for the six month at June 30,
2000, and $107, 399 for the nine months ended September 30, 2000. Operating
revenues are expected to remain low until the Fast Paycheck business expands and
other sources of revenue are realized.

OPERATING EXPENSES. Operating expenses remain fairly consistant, $1,423,079
for the nine month ended September 30, 2000. This compares to $1,895,548 for
year end December 31, 1999 and $990,750 for the six months ended June 30, 2000.
Such expenses include the cost of expansion and litigation expenses the company
has borne. As a result, management believes that the financial condition of the
company will improve substantially by 2002.

The company has a $100,000 note payable with an investor that expires May
14, 1999. In addition, the company has a $538,276 note payable with a lender
that expired February 28, 2000. This note is subject of a lawsuit with First
American Reliance, Inc.

There is also a $514,055 note payable with investors that expired on March
1, 2000. This debt has been converted into equity in the third quarter of 2000.

The company has approximately $417,287 in debt that will mature between
December 31, 2000 and December 31, 2002.

<PAGE>
At this time, it is unlikely that the company will have adequate capital
available to repay the debts as they mature. If the loans are called, the
company's financial condition will be further negatively impacted.

The company is defending various lawsuit claims, which, if lost, would
negatively impact the company. Even if the outcome is positive, the cost to the
company in legal fees has been substantial.

NET LOSS. The company's net loss is $1,914,997 for the nine months ended
September 30,2000 and $1,174,000 for the six months ended June 30, 2000. This
compares to a net loss of $580,564 for the three month ended March 31, 2000.

CAPITAL EXPENDITURES. The company is engaged in consumer finance and
electronic technology development. As a result, capital expenditures are not
substantial and management does not foresee a substantial difference from
quarter to quarter. The facilities are leased. Property and equipment net cost
consistantly approximates $150,000 per quarter. Substantially all of the value
of the company is not in physical assets but in the ongoing operations of the
company. Should the company be liquidated, there are few assets to distribute to
creditors and shareholders.

Non-cancelable lease commitments run until 2002. The total amount due under
the lease terms for 2000 is $60,372. The company is operating various locations
on month to month basis.

LIQUIDITY. Maintaining sufficient liquidity is a material challenge to
management at the present time. The company owns a loan receivable dated
December 29, 1997 for $25,000 with 18% per annum interest. The company also owns
a demand loan receivable for $423,000. This loan is non-interest bearing. There
are no payments received as of November 30, 2000.

The company's accountants have expressed "substantial doubt" about the
company's ability to continue as a going concern. The management, however, is
optimistic that the company will recover and continues not only to develop the
payday deferred deposits and data processing services, but also to explore
additional opportunities to expand cash flow. There is no assurance that
management's optimism is well based or that they will be successful.

The company has signed a non-binding letter of intent to purchase an
on-going business entity. The acquisition may be structured as a stock-for-stock
exchange, resulting in the entity becoming a subsidiary of the company. The
company could benefit from the revenues produced by the entity's business. The
transaction, however, is still only in the due diligence phase. Successful
completion of negotiations has been delayed by management's attention to
administrative and regulatory matters. Regardless whether management accepts or
declines this transaction, it is still exploring other business opportunities,
including processing deferred deposits for its competitors and servicing banking
and mortgage loans.

<PAGE>
HISTORICAL BACKGROUND

Pinnacle Business Management, Inc., a Nevada corporation chartered on May
7, 1997, is an integrated consumer finance and E-commerce technology developer.
Pinnacle is a holding company of two subsidiaries that are engaged in consumer
lending and deferred deposit services.

Originally, Pinnacle was a wholly owned subsidiary of 300365 BC, Ltd.
d/b/a Peakers Resources Company (the "Predecessor"). The Predecessor was
incorporated on November 13, 1985 in the Province of British Columbia, Canada.
The Predecessor was organized to conduct mining operations, but remained
inactive due to the severe economic depression in the 1980's and lack of working
capital.

On May 7, 1997, the Predecessor incorporated Pinnacle Business Management,
Inc. (the "Company"), as a wholly owned subsidiary in the State of Nevada.

On May 15, 1997, the shareholders of the Predecessor exchanged all the
shares of the outstanding stock of the Predecessor for the stock of the Company
on a share-for-share basis. The Predecessor became inactive and its business was
wound up. The majority of the Company's shares are now owned by United States
residents.

On October 27, 1997, the Company formed JTBH Corporation, a wholly owned
subsidiary without assets, and acquired Fast Title Loans, Inc.("Fast Title"), a
Florida corporation chartered in April 1996, on a share for share basis. The
cost to the Company was $122,500. The shares of Fast Title were converted into
common stock $.001 per share of the Company and Fast Title became the wholly
owned subsidiary of the Company.

Fast Title is a consumer lender company that operates short term cash
loans, using the free and clear title of a borrower's automobile as a
collateral. The loan allows the consumer to retain possession and use of their
motor vehicle.

On December 29, 1997, the Company incorporated Summit Property, Inc. in the
State of Nevada, as a wholly owned subsidiary. Summit Property is inactive.

On February 9, 1998, the Company incorporated Fast PayCheck Advance, Inc.
in the State of Florida, also as a wholly owned subsidiary. Fast PayCheck
provides short term paycheck advances to consumer.

On March 3, 2000, the Company acquired MAS Acquisition XIX, Inc., an
Indiana inactive reporting shell company chartered on January 6, 1999. The
Company acquired MAS with the intent to succeed to the reporting requirements of
MAS under Rule 12(g)-3 of the Securities Act of 1933, as amended.

At that time, the Company was trading on OTC BB and had been assigned the
modifier "e". The modifier "e" indicates to the investor that the company has
not complied with OTC BB's rules for eligibility to trade on the Bulletin Board,
and generally, if it does not become compliant within the applicable grace
period under the NASD rules, the issuer will be delisted. In business terms,
the modifier "e" drives down the price of securities because it indicates to the
shareholders that the issuer may be non-compliant, and may be delisted. The
shareholders often sell the securities before the issuer becomes delisted, which
drives the price of the securities even lower. Additionally, delisting creates
the perception that there is less liquidity in the security.

<PAGE>
On March 1, 2000, in order to comply with the newly enacted reporting
requirements, the Company filed its first Form 10SB. However, the thirty
day period for the "e" designation ran until March 9, 2000, while the
registration under Form 10-SB would not become effective until several weeks
later. The Company's primary concern was to protect the shareholders' value by
protecting its trading status. As a result, the Company decided to acquire an
inactive, reporting shell company. On March 3, 2000, Pinnacle closed on a stock
acquisition of MAS Acquisition XIX, Inc., thereby succeeding to the reporting
requirements of MAS under Rule 12(g)-3, and withdrew its Form 10-SB.

The Company acquired 96.8% of the issued and outstanding stock of MAS
Acquisition XIX, Inc. via a stock Exchange Agreement with MRC Legal Services
Corporation ("MRC"). Pursuant to the Exchange Agreement, 1,500,000 shares of
common stock of the Company were exchanged for 8,250,000 shares of MAS, and MAS
became the wholly owned subsidiary of the Company.

MRC had acquired the 96.8% of the issued and outstanding shares of MAS via
a Stock Acquisition and Stock Purchase Agreement between MRC, the acquiring
shareholder, MAS Capital, Inc., the controlling shareholder of MAS, and MAS on
March 3, 2000. Subsequent to the acquisition of 96.8% of MAS stock by MRC on
March 3, 2000, MRC transferred funds ($1000) to MAS Capital, Inc., for
distribution to the minority shareholders of MAS. The remaining outstanding
shares were cashed out and retired. As a result, the Company now holds all
issued and outstanding stock of MAS, or 100% of MAS.

However, the Company was unable to determine whether the Company acquired
only 96.8% of MAS issued and outstanding shares or all of its shares until
several months after the Company's acquisition of MAS. It was determined that
the Company should enter the disclosure system separately under its own CIK
code, and on July 27, 2000, filed its Form 10-SB, which is now being amended by
this Form 10-SB/A.

MAS Capital, Inc., the former controlling shareholder of MAS, has since
confirmed that the remaining shares were cashed out and retired. As a result,
the Company now holds 100% of issued and outstanding shares of MAS, and is
eligible to succeed to the reporting requirements of MAS.

However, because the Company has already filed the Form 10-SB registration,
it now must respond to the Securities Exchange Commission's comments to its Form
10-SB and file this amended Form 10-SB/A.

With respect to the Company's acquisition of MAS, prior to the acquisition
MAS had 8,519,800 shares of common stock outstanding of which 8,250,000 were
exchanged for 1,500,000 shares of common stock of the Company. The remaining
shares were retired.

The Company issued an additional 1,525,000 shares to the consultants of MRC
Legal Services Corporation for consulting services related to the negotiations
and completion of a stock exchange between the Company and the majority
shareholder of MAS.

On March 6, 2000, the company filed a Form 8-K, under the CIK codes for
MAS, to disclose the acquisition of MAS. An amended Form 8-K, which included
audited financial statements of the Company, was filed on May 3, 2000.

The shares issued to the consultants of MRC were registered on March 16,
2000 in the Company's Form S-8.

MAS continues to be an inactive registrant with no tangible assets. At
present, the Company has no plans to sell MAS.

<PAGE>
BUSINESS OF THE ISSUER
----------------------

Pinnacle is a company in transition. In the past, Fast Title, its consumer
lending subsidiary, has generated all of its revenues. Fast Title lended money
short-term, secured by the borrower's vehicle title. Certain local ordinances
recently enacted create a hostile environment and has had a negative impact on
the title loan business. As a result, the company has discontinued its efforts
to expand the Fast Title business. It plans, instead, to concentrate on the
Fast PayCheck business and its potential for growth.

The negative impact on operations relates only to the state of Florida due
to the fact that the current laws reduce the maximum annual percentage rate
allowable on title loans to 18% (eighteen percent) annual percentage rate. This
effectively puts the title loan business out of business in the state of
Florida. The company has made plans to shift from the title loan business to
the payday loan industry.

All title loan operation were in the state of Florida. The legislature in
Florida has reduced the interest rate on the title loans from 265% per year to
18% APR. The interest rate reduction made title loan business unprofitable and
effectively put all title loan companies out of business as many customers
defaulted on their loans. Consequently, Fast Title is collecting only principle
on the loans, but no or minimal interest.

The negative impact on operations results in a loss of income for the last
two years. The total losses for the company were $869,373 in 1998 and $2,646,922
in 1999. The totla reveneu from the title loan business was $210,424 in 1999 and
$629,346 in 1998. Revenues todate from the title loan business were $34,144 in
2000.

New operations encompass two areas: (1) the expansions of revenues through
the traditional pay day lending and (2) revenue from processing payday loans for
competitors.

New operations from loans from Fast Paycheck Advance are estimated to yield
approximately $9,000 per month per location of Mail Boxes Etc., with a total
three year projected expansion of over 2500 locations. After significant test
marketing and advertising, the estimated yield has been revised to approximately
$4000 per participating location, with a full implementation and roll out
starting in the first quarter of 2001.

The second component of operational revenues consists of processing
revenues generated from processing PayDay advance loans for the company's
competitors. Initial results indicate projected revenue of $10,000 per location
processed per year. Currently the company has 125 MBE locations and 4 retail
stores of former Fast Title. In addition, the company is also processing loans
from 40 Unistar locations. The company is actively seeking additional customers
for its business.

The MBE expansion described above provides the opportunity for growth over
the next three years. Management believes that significant revenue will start
in the fourth quarter of 2000 and continue growth through 2001 and 2002.
Management estimates the processing revenue at $10,000 income per store
processed per year. The company currently processes loans originated by 40
stores in Florida and intends to expand to 80 additional locations by the
year-end.

If the company is unsuccessful in expanding through the MBE retail centers,
however, new operations may not generate the revenues necessary to continue its
business.

The third component of the operations is the proposed acquisition of All
Pro. Recent financial information indicates revenues of approximately three
million eight hundred thousand dollars in the third quarter with a profit of
three hundred twenty thousand dollars. At present time, Pinnacle expects to
generate a profit in the fourth quarter of 2000 with the All Pro acquisition, or
in the second quarter of 2001 without the All Pro acquisition.

<PAGE>
The company is in negotiations to reduce the debt held by shareholders by
converting debt into equity. Pinnacle has identified several financial
institutions and is working to negotiate an agreement with at least one and to
solidify as many relationships as possible to carry the company financially
until the revenues increase.

If management is unable to secure a financial relationship, it will
severely limit the company's ability to move forward with its current business
objectives. Currently, the cessation of business in Fast Title has reduced the
income available to the company to pay its existing obligations as they become
due. This creates doubt as to the company's ability to continue in business.
While management believes they will be successful in achieving an appropriate
banking relationship, there is no assurance that they will be successful in
doing so.

Fast PayCheck, incorporated February 9, 1998, offers payday deferred
deposit services to individuals. The maximum amount of a deferred deposit is
$500. On September 24, 1999, the company signed an agreement to offer Fast
PayCheck services through Mail Boxes Etc. USA, Inc. stores ("MBE Agreement").
Management is very optimistic about the potential for growth in this business
endeavor. Operations are expected to render a yield to the company, which should
grow conservatively for several years into the future. Mail Boxes Etc. USA, Inc.
("MBE") has over 3000 locations in the United States. Locating in even a
fraction of these stores could greatly expand the business of Fast PayCheck.

Illustrated below is an estimate of the percentage of total revenue
contributed to Pinnacle by Fast Title operations compared to Fast PayCheck
operations:

1997 Fast Title = 100% Fast PayCheck = 0%
1998 Fast Title = 99% Fast PayCheck = 1%
1999 Fast Title = 95% Fast PayCheck = 5%

In July 2000, the company has spent approximately $100,000 on new
Proprietary software to process its payday deferred deposit operations. This
system also services the title loan business; it accepts and processes all
information necessary for Pinnacle's bookkeeping system.

These costs are incurred at the same time the cash flow from Fast Title is
decreasing. Management believes that any negative impact on revenues will be
temporary. The negative impact on revenues relates only to the State of Florida
due to the fact that the current laws reduce the maximum annual percentage rate
allowable on title loans to 18% (eighteen percent) annual percentage rate. Net
income should increase as the new operations begin generating revenues.

Fast Title Loans, Inc.
---------------------

Until recently, Fast Title loaned money on motor vehicle titles.
Discussion of its business is included to provide information regarding the
source of revenues historically. Business in Fast Title has ceased, however.

Fast Title loaned money on motor vehicles. It marketed to individuals and
businesses with poor or non-existent credit. It attempted to provide fast
access to short-term cash loans. Borrowers pledged their vehicles as
collateral. The company would not accept a vehicle as collateral unless there
were no other outstanding liens on the vehicle. The company did not, however,
require credit checks on the individual. The individual retained the use of his
vehicle during the loan period unless he defaulted on the loan.

<PAGE>
Loan amounts were generally less than 40% of the blue book value of the
collateral. The maximum interest rate was 22% per month, which was the maximum
amount permitted by Florida law. The average net yield to the company was 12%.

With the new minimum interest rate of 18%, the yield is too low to justify
continuation of the business.

The average loan term of a loan is four months, but the term may extend to
a year. In Florida, the law provides that a creditor may keep any surplus
realized from the possession and the sale of the vehicle. Fast Title, however,
does not repossess vehicles on a regular basis. It is the policy of the company
to repossess only if there is no activity on the account for 60 days, and only
after efforts are made to secure repayment of the loan. In 1999, Fast Title
netted approximately $1,200 from the sale of repossessed vehicles.

Fast Title Competition
------------------------

Fast Title is no longer conducting business. As a result, the discussion
of competition should be read for the benefit of historical information only.

Fast Title's primary competitor has been Florida Title Loans, Inc.("Florida
Title"). Florida Title has 300 locations in the Southeast and has a long
operating history. Florida Title has a loan to value ratio of 33% of the
wholesale value of the collateral. Fast Title has a loan to value ratio of up
to 50% of the wholesale value of the collateral. Fast Title therefore competes
with the larger distribution base by attracting a wider market.

Fast Title loans ceased operations in September 2000.

The "loan to value ratio" is a calculation based on the amount of dollars
loaned to the value of the vehicle, as stated in the most recent NADA Black Book
wholesale "rough price" category. While the company's competitors would only
lend 33% of the automobile's value, Fast Title would lend up to 50% of the car's
value. Most customers have a specific target dollar amount they need to borrow
and "shop around" for the amount of loan they need. The higher dollar amount
offered by Fast Title, as compared to Pinnacle's competitors, allowed the
company to appeal to a broader market.

There are no Fast Title loan locations currently open. The business ceased
operations in September 2000. The company, however, uses Fast Title's stores for
processing its advance paycheck loans.

Fast Title's second major competitor has been Speedy Cash. Speedy Cash is
located in the states of Florida, Georgia, Mississippi, South Carolina and North
Carolina. Speedy Cash has approximately 200 locations, a longer operating
history and a larger distribution base. Management believes, however, that it
effectively competes with Speedy Cash. These companies advertise heavily. This
publicity educates consumers about the title loan method of borrowing cash, and
may, in fact, be favorable for Fast Title.

Fast PayCheck Advance, Inc.
--------------------------

Fast PayCheck offers deferred deposit services to individuals with poor or
non-existent credit or who need short-term financing. Fast PayCheck provides
fast access to short-term cash. Customers complete an application. If
accepted, the customer writes a post-dated personal check to Fast PayCheck.
Fast PayCheck then issues the customer a debit card. A per transaction fee
exists for consumers using the debit card. Pinnacle holds the personal check
until the customer's payday, and then electronically debits the individual's
bank account. The transaction is considered an exchange of a payment instrument
for a payment instrument. As a result, Fast PayCheck is not considered a
paycheck lender, but a money transmitter. No credit checks on the individual
are required.

<PAGE>
As a money transmitter, Fast PayCheck's financial risk (the amount of
uncollected debt) is much lower than that of a money lender. Fast PayCheck does
not loan its own funds to the customer; it only advances funds that are due to
the customer from a third party (i.e. the customer's employer). Because these
transactions are relatively safe or "good credit risks", no credit checks on the
individual are required. The maximum amount of a loan is $500. The average loan
is $200. The maximum term of a loan is two weeks. Fast PayCheck charges the
customer a fee of 10% of the check amount and a $5 transaction fee and receives
an average return of 25% per month on these transactions.

The operations of money transmitters, defined as an exchange of a payment
instrument for a payment instrument, are relatively safe or "good credit risks"
transactions. Money transmitters do not normally require credit checks. No
credit checks are required because the amount of money advanced to the
individual on the debit card, including the 10% customer fee and a $5
transaction fee, is fully covered by the customer's check which is automatically
electronically debited against the customer's account when his employer
transfers funds owed to the customer, such as wages or business reimbursements.
These funds are then, in turn, made available for access and use by the customer
by use of the debit card.

A default could occur if the customer's employer fails to transfer funds,
due to, for example, the employer's financial inability to meet payroll or
because the customer's employment relationship was terminated. Such situations
are relatively rare. Fast PayCheck's financial exposure is also limited, by the
fact that the maximum amount of the funds advanced does not exceed $500.

Comdata, a Maryland corporation, is a large financial services company that
offers a variety of financial services to consumers. Comdata operates electronic
funds distribution, including transfer of funds, distribution of wages and
deferred deposits by the means a debit card that carries Comdata's logo, the
ComCheck card. The logo is also displayed at retail locations and other
establishments that accept the debit card. The debit card is also accepted by
the CIRRUS and MAESTRO networks. CIRRUS network consists of ATMs (automated
teller machines), while MAESTRO network consists of P.O.S. locations that accept
and process debit transaction. (P.O.S. is a "point-of-sale", a business
terminology referring to the location where the transaction took place and was
registered on the network, such as ATMs or retail stores. )

Pinnacle entered into an agreement with Comdata on November 11, 1999, for
the term of one year. Under the agreement, Comdata provides Pinnacle with the
ComCheck debit card and administers and account on behalf of Pinnacle that
supports the debit cards. Comdata provides the company's employees with initial
training regarding the funds distribution by the means of the debit card, as
well as with promotional material. Pinnacle can market Comdata's services
(product) directly to consumers through its former FastTitle locations in
Florida, or refer Comdata's services (product) to the company's competitors,
who offer similar or related consumer financial services. As a result, the
agreement between Comdata and Pinnacle is referred to by the parties "Referral
Agreement" or "remarketing" agreement. The referral or "remarketing" provision
allows Pinnacle to let other entities use its debit card services under the
agreement provided by Comdata. Pinnacle refers prospective customers to Comdata
using card applications which have an identification number assigned to Pinnacle
by Comdata. When the prospective customers sends in the filled application, the
ID number in the application identifies to Comdata the source of referral for
the purpose of determining if the company is entitled to referral fees. Pinnacle
participates in the swipe fee revenues generated by each company. A swipe fee
is a fee generated each time the debit card is used in an ATM or at a retail
location. Comdata signs and implements its debit card services from a referral
or marketing action by Pinnacle.

<PAGE>
At present time, Pinnacle's income from the Comdata's Referral Agreement is
insignificant. The company has just started remarketing their services. The
agreement with Unistar, attached to the company's Form 10-SB/A as Exhibit 10.6
is the company's first remarketing contract that is expected to materialize
income from debit card processing.

Unistar is a payday lender, a competitor. Pinnacle processes, approves and
activates their payday loans and debit cards. Unistar is projected to start
adding significant revenue once all Unistar stores are processing transactions
through Pinnacle's call center. The company expects to process all 80 plus
locations by the end of the first quarter of 2001. Management believes, based on
historical information provided by Unistar, that this will produce approximately
$800,000 in revenues annually, or approximately $66,000 per month.

The debit cards are used to advance funds to the customers. Instead of
disbursing cash and requiring cash to be on hand in locations throughout the
country, Pinnacle provides a debit card that is accepted at 1,000,000 plus
locations. The debit card is placed on the MAESTRO system by Comdata.

The Comdata contract expired on November 11, 2000. The company, however,
continues to renew the contract on a month-to-month basis and has currently
contracted with Lynk Systems, inc. to replace Comdata.

Comdata is a credit card and debit card clearing company. Comdata provides
the physical debit cards used to fund the paycheck advances. Comdata also
administers a bank account on behalf of Pinnacle. Funds in this account fund the
debit cards. Pinnacle has the ability to log onto Comdata's system and
reassigns funds from the master account to the individual card when an advance
paycheck "loan" is approved. The debit card is accepted by the MAESTRO and
CIRRUS networks. MAESTRO and CIRRUS are switches or servers, a type of virtual
warehouse that sorts and matches electronic information received from ATM
locations, point of sale locations, and banking centers. Their networks are
series of banking and merchant locations that allow the use of a card at either
a retail or ATM location. These networks are not proprietary to Pinnacle but are
proprietary to Mastercard, Visa, or an individual associated bank.

<PAGE>
(P.O.S. is a "point-of-sale", a business terminology referring to the
location where the transaction took place and was registered on the network.)

Lynk Systems, Inc. also provides debit cards to the company and
administers a bank account on behalf of Pinnacle. Lynk System also allows
Pinnacle to log on and reassign funds from the master account to the individual
card when a "loan" is approved.

The debit card is supported by the Star, Plus, Mac, Pulse, Interlink and
NYCE network. These networks act exactly like the MAESTRO and CIRRUS networks.
The provide a series of merchant and ATM locations at which the debit cards are
accepted. Lynk Systems also provides additional services that customers can
utilize with the debit card, such as ATM services, Fund Transfer Services, Long
Distance Telephone Services that allow the cardholder to make a local and long
distance telephone calls through a designated telecommunications service
provider, and POS Services that allow the cardholder to purchase goods and
services at any retail or other establishment that displays the network logo
that also appears on the back of the card.

The debit cards are used to fund the company's "loans". Instead of
disbursing cash and requiring cash to be on hand in locations throughout the
country, the company provides a debit card that is accepted at approximately
1,000,000 locations.

Lynk System contract is for 2 years. Lynk System provides multiple services
on each card, such as a phone calling card. The major advantage is the increased
swipe fee revenue from Lynk Systems. A swipe fee is a fee generated each time
the debit card is used in an ATM or at a location used to purchase services
(such as a gas station.) Additional benefits are increased services the card
offers, such as long-distance calling interface. Pinnacle has the option to
pick up additional services for its clients, but has not implemented any such
programs. Pinnacle has plans to implement additional services as they become
available from the Lynk System in the next 12 months.

Pinnacle keeps a bank account by agreement with MasterCard. This account
generally keeps a balance of up to $50,000. Purchases made by a customer's use
of the debit card are deducted from Pinnacle's Master Card cash account. If
Pinnacle does not keep sufficient cash in the account, Master Card will not
honor debit card purchases.

The two agreements, Comdata and Lynk Systems, are separate agreements.
There is no interrelationship of the Lynk Systems debit cards and Pinnacle's
bank account agreement with Master Card. Master Card is a Comdata related
transaction and has nothing to do with Lynk System.

Management believes that the use of debit cards is comparatively fast,
reliable, convenient, and secure. It has the added advantage that it greatly
reduces the security costs associated with cash transactions by eliminating
the need for each store to carry large amounts of cash.

<PAGE>
In any money transactions, security is an issue and concern. Fast PayCheck
eliminated the security issue by contracting only with those cash fund
distribution service centers that use debit cards instead of cash.

Debit cards are more secure than a cash inventory. Cash fund distribution
is unsafe and carries inherent security costs and risks. Armed robbery of cash
is prevalent in the check cashing business, which is the reason why in many
check cashing locations employees are placed and work behind bullet proof glass.
The stores' security measures include safes, security guards, alarm systems,
close-circuit cameras, safety entry for employees, and monitoring and tracking
employee movement. Because the stores maintain a significant supply of cash,
they are subject to risk of cash shortage by theft and employee error. The cost
of security measures and cash shortages is significant in businesses that
operate on cash basis.

Debit cards are safe. In the event a debit card is stolen, it cannot be
used until it is activated. All debit cards carry a zero balance until
activated by the consumer. The card is useless until activated. The customer
or person in possession of the debit card has to call the processing center and
verify his or her identity by answering a series of questions from the original
loan application and bank statement. This process is similar to the credit card
companies' security process of including for verification mother's maiden name,
date of birth and social security number. The main difference, however, is that
the debit card is distributed to the individual at the time of the "loan"
approval. Their identity has already been verified by the driver's license,
bank statement, pay check, and an employment verification. Consequently, the
company knows that the customer is getting a card associated with their loan.
At that point they have to call into the call center for their pin code and to
load the appropriate cash amount on the card.

Again, the individual has to comply with a series of questions to assure
the processing center that they are the correct individual with card. Only then
is the card loaded and a pin access code given out.

Once the card is in the hand of the customer, the amount credited to the
card is low, limited to $500. Federal regulations set the limit of the
customers' exposure should an unauthorized person utilize the card. In most
circumstances, the customer's liability for stolen amounts is limited if they
report the loss of theft in a timely manner and if the card is used by an
unauthorized person. Fast Paycheck liability is limited by the amount credited
to the debit card, which is minimal.

In third quarter 1999, on September 24, 1999, Fast PayCheck and Pinnacle
signed a three year contract with MBE to offer Fast PayCheck services in MBE
locations throughout the United States. MBE is a franchiser of retail outlets
("MBE Centers") which provide a variety of postal, business and communication
services to businesses and the general public. Through this Agreement, Fast
PayCheck may offer its services in any participating MBE Centers. The decision
to open a Fast paycheck service in an existing MBE center is made by the
Pinnacle's management. Under the agreement, Pinnacle may commence business in
any state, in which Pinnacle is licensed to conduct business, within the three
year period. Pinnacle has to negotiate with each franchisee separately, and the
franchisee must agree to offer Fast PayCheck services in their MBE Center.

<PAGE>
The MBE Agreement is exclusive for 18 months of the three-year term after
commencement of business in each state. As a result, Pinnacle could commence
business in a state in the 35th month of the contract and have an exclusive for
an additional 18 months, of which 17 months are longer than the contract.

For example, if Pinnacle commenced business in a state on January 1, 2000,
the exclusive provision for that state would run for 18 month from that day, or
until July 1, 2001. If Pinnacle commences business in another state on September
1, 2002, the exclusive provision for this state would run for 18 months from
this day, or until March 2004, or 17 months longer than the MBE contract, which
is to expire on September 24, 2002.

The contract, however, carries an option to renew upon terms agreed to by
MBE, Pinnacle and Fast PayCheck.

Under the terms of the MBE Agreement, customers complete the application
and provide it to MBE personnel. MBE Centers fax the documents to Pinnacle's
call center and distribute a card to the borrower at the MBE location. MBE is
paid $3.50 per transaction. Management intends the call center to receive the
fax application from the MBE centers, qualify the application, enter the
customers information into the computer, re-fax the approval or denial and
activate the debit card for the customer.

Currently, Fast PayCheck offers its services in Fast Title and Florida MBE
Center locations. Pinnacle intends to expand into a multi-state operation in
the year 2000 offering services in MBE Centers. At present, approximately 125
of the MBE Centers are participating. By the end of 2001, Management plans to
expand into every MBE location in states with laws favorable to the provisions
of Fast PayCheck services. Several states have usury laws, for example, that
would prohibit Fast PayCheck practices. Management estimates that as many as
2800 MBE stores are located in favorable states. At this time, Pinnacle has
applied for the appropriate licenses in Idaho, Missouri, Utah and Indiana.

Fast Paychek services are offered in four corporate locations (former Fast
Title stores) in the state of Florida and throughout 125 MBE locations in the
state of Florida. In addition, the company is processing payday loans for 40
Unistar locations.

The company has been licensed in Florida, Louisiana, Utah, Missouri, North
Carolina, Kentucky, Indiana, Idaho, and California, and currently is working to
open locations in Louisiana and Utah; the revised target date is late December
or early January.

The time for processing each license application is approximately 6-8
months. Once the company is licensed and approved to conduct business in a
state, it has to negotiate with each franchisee in that state separately. It is
not feasible to estimate how long each negotiation or such negotiations could
take.

The average number of customers who participate at each location varies
depending on the size of MBE and its geographic location. It is expected that
MBEs located in larger cities may generate a greater number of customers than
MBEs located in small towns and rural areas. However, it is difficult to
estimate the number of customers at each location because the program is so new
that reliable data is not yet available.

Each MBE franchise that services Fast Pay Check customers is covered under
the Master Agreement between Pinnacle and MBE.

1
<PAGE>
Pinnacle is licensed or holds a Certificate of Authority to conduct
business in the following states: Listed under each state are MBE locations
available for debit card processing.

Florida- Licenses. There are 249 locations.

Louisiana- Certificate of Authority. There are 17 locations.

Missouri- Certificate of Authority. There are 64 locations.

North Carolina- Certificate of Authority. There are 100 locations.

Kentucky- Certificate of Authority. There are 28 locations.

Utah- Certificate of Authority. There are 20 locations.

Indiana- Certificate of Authority. There are 54 locations.

Idaho- Certificate of Authority. There are 21 locations.

California- Certificate of Authority. There are 521 stores.

Pinnacle has pending applications for licenses in the following states:

Tennessee- Applications pending. There are 51 locations.

Delaware- Applications pending. There are 10 locations.

Illinois- Applications pending. There are 122 locations.

South Dakota- Applications pending. There are 3 locations.

New Mexico- Applications pending. There are 27 locations.

Oregon- Applications pending. There are 46 locations.

New Hampshire- Applications pending. There are 14 locations.

Washington- Applications pending. There are 13 locations.

Arkansas- Applications pending. There are 17 locations.

Nevada- Applications pending. There are 52 locations.

Oklahoma- Applications pending. There are 38 locations.

Minnesota- Applications pending. There are 55 locations.

Kansas- Applications pending. There are 24 locations.

Hawaii- Applications pending. There are 9 locations.

Montana- Applications pending. There are 20 locations.

Nebraska- Applications pending. There are 8 locations.

Iowa- Applications pending. There are 14 locations.

Wyoming- Applications pending. There are 12 locations.

Ohio- Applications pending. There are 121 locations.

Colorado- Applications pending. There are 89 locations.

The remaining states have not yet adopted laws permitting a payment
instrument for payment instrument transmissions (laws regulating money
transmitters.)

Pinnacle entered into an agreement with MBE on September 24, 1999. The
terms and conditions of the agreement are set forth in Exhibit "A" (page 1 of
2), to the MBE agreement under the heading "confidential pricing." MBE's
Exhibit "A" is incorporated into and forms part of the MBE agreement. (Pinnacle
waives the aforementioned confidentiality for the purposes of full disclosure.)
Pinnacle's service rates under the MBE agreement are set forth on page 2 of the
Exhibit "A". (The MBE agreement is attached to this document as Exhibit 10.1).

National Accounts Business Communication ("NABC") is an internal corporate
department of Mail Boxes Etc., much like an accounting or corporate legal
department. NABC prepares and negotiates "national accounts" contracts for MBE
and responds to MBE's business communications. Under the MBE agreement,
Pinnacle and Fast Paycheck are collectively known as "National Account Client"
or "NAC".

The management of the company has not engaged legal counsel to determine
how many states currently have usury laws and the likelihood that other states
will pass usury laws in the future. This determination is done at the time
management considers expansion into a another state. To date, the management has
determined that approximately 2800 stores are located in states that have
favorable regulatory environment for Fast PayCheck's services. (The number of
locations is an estimate made and provided to the company by MBE.) The company
has applied for the appropriate licenses in Idaho, Missouri, Utah and Indiana.
Processing each license takes approximately 6 - 8 months.

Fast PayCheck holds a license from the State of Florida Department of
Banking and Finance pursuant to Chapter 560 of Florida Statutes. Chapter 560
specifically controls the business of Money Transmitters and provides, in part,
that no person may engage in or in any manner advertise the business of cashing
payment instruments without first registering with the Florida Department of
Banking and Finance.

Fast PayCheck is not considered a lender because it does not loan its own
funds to the customers; it only advances funds that are due to the customer from
a third party, and it does so by exchanging a payment instrument for a payment
instrument. An individual or entity who advances funds by an exchange of
payment instruments is considered a money transmitter and, in Florida, is
subject to registration under Chapter 560, known as The Money Transmitter's
Code.

By contrast, entities that are considered "lenders" may be subject to
Florida's Title XXXIII, Chapter 494-560, including provisions regarding Consumer
Protection, Deceptive and Unfair Trade Practices, Florida Telemarketing Act, and
Consumer Finance.

Fast Paycheck Competition
-------------------------

Fast PayCheck competes with paycheck lenders and check cashers. Its
largest competitor is Ace Check Cashing ("Ace"). Ace has approximately 1,800
locations throughout the United States. However, Ace cashes checks. Fast
PayCheck can offer a customer the use of funds before the paycheck is actually
deposited. Therefore, Ace's competitive effect is minimal.

<PAGE>
Several companies offer payday advance loans. These companies are
considered lenders and must comply with consumer lending laws to a greater
extent than Fast PayCheck. These companies have received a great deal of
negative press because they often refinance the loaned amount into a loan with a
longer term, and require additional fees for refinancing the original loan.
Many customers borrow against their future earnings, have their loans
refinanced, and eventually find themselves having to borrow against their
paycheck every pay period. Fast PayCheck will not refinance or "roll forward"
any amounts. Fast PayCheck will not credit the debit card unless all prior
amounts have been paid through the electronic debit. This is also the
fundamental difference between traditional paycheck advance lenders and money
transmitters, such as Fast PayCheck.

Fast PayCheck's payday advance business has not operated for a full fiscal
year. Presently, Management does not know whether Fast PayCheck's business will
be seasonal in nature. Management anticipates a small increase in business
during the Christmas season as individuals need cash to meet holiday expenses.
Employees

Pinnacle has four full time employees. Fast Title employs 11 people. Of
the Fast Title employees, eight manage the stores and three are administrators
in the corporate office.

Fast PayCheck currently employs 15 people. Currently, ten employees
operate the call center. Management is currently hiring more employees to man
the call center. More people will be added as additional business is added from
the MBE Agreement. At this time, it is not possible to estimate the amount of
business the MBE Agreement will generate or the resulting number of employees
needed by Fast PayCheck.

Both Michael Bruce Hall and Jeff Turino have employment agreements with the
company.

Lo Castro And Associates, Inc.
------------------------------

The company, Lo Castro and Associates Inc., ("Lo Castro"), is located in
Pittsburg, Pennsylvania. Operating under assumed names, Lo Castro manages an
"automall" and a telecommunications vendor. Lo Castro is a licensed dealership
for new Daewoo and Zimmer automobiles and sells used automobiles, targeting
moderate working class buyers. The communications business offers commercial
telephone systems as an agent for NEC America and wireless telephones as agent
for ATT wireless in the Pittsburg area. The letter of intent also includes the
acquisition of a general partnership, Arnoni, Lo Castro & Associates, Inc.,
which owns the building premises in which the businesses described operate. The
property is mortgaged.

The date of Lo Castro's incorporation was July 23, 1997. The general
partnership was formed in late 1997. The corporation engaged in the
communications immediately upon incorporation; in January of 1998, it added
automobile dealership business selling high end automobiles. Lo Castro changed
marketing strategies and became a Daewoo dealer in November 1999.

The letter of intent is specifically nonbinding and subject to due
diligence evaluation of the company. Any further negotiations were subject to
the conclusion of a due diligence review by Pinnacles' accountants, Bagell,
Josephs & Company. When Bagell, Josephs & Company began the due diligence
review of the company, however, they discovered material discrepancies between
Pinnacles' preliminary estimation of the value of the assets of Lo Castro, and
the accountants' estimation for due diligence purposes. The parties agreed to
renegotiate the purchase price based on the due diligence evaluation, but the
process has not been engaged by the parties. During the due diligence process,
the NASD attached a trading modifier, an "e", to Pinnacle's ticker symbol,
indicating that it would be delisted in thirty days. With the threat of
delisting pending, the parties agreed to stay all discussions until Pinnacle's
trading status was clarified.

<PAGE>
At the present time, each of the parties express interest in continuation
of the deal, each has agreed to renegotiate the amount of the purchase price and
other terms, and each has agreed to wait, permitting Pinnacle's management to
deal with the current administrative and regulatory matters.

REGULATIONS
-----------

GENERAL. The company is, or expects to be, subject to regulation in
several jurisdictions in which it operates, including jurisdictions that
regulate check cashing fees, or require the registration of check cashing
companies or money transmission agents. The company is also subject to
regulation in jurisdictions where it offers title loans. In addition, Pinnacle
is subject to federal and state regulation relating to the reporting and
recording of certain currency transactions, as follows:

STATE REGULATIONS. Florida law requires licensing and regulates check
cashing fees. The ceiling on fees is in excess or equal to the fees charged by
the company.

As the company's operations expand, check cashing fee ceilings in
additional jurisdictions could have an adverse effect on the company's business.
Existing fee ceilings could restrict the ability of the company to expand its
operations into certain states.

The company must be licensed as a check casher in all jurisdictions in
which it offers payday deferred deposit services and must comply with the
regulations governing those services. In addition, in some jurisdictions, check
cashing companies or money transmission agents are required to meet minimum
bonding or capital requirements and are subject to record-keeping requirements.

FEDERAL REGULATIONS. The Money Laundering Suppression Act of 1994 added a
section to the Bank Secrecy Act requiring the registration of businesses, like
the company, that engage in check cashing, currency exchange, money
transmission, or the issuance or redemption of money orders, traveler's checks,
and similar instruments. The purpose of the registration is to enable
governmental authorities to better enforce laws prohibiting money laundering and
other illegal activities. The registration requirement was suspended pending
the adoption of regulations implementing the statute, and in May 1997, the
Financial Crimes Enforcement Network of the Treasury Department ("FinCEN")
proposed regulations for comment. In August 1999, FinCEN announced the adoption
of final implementing regulations, effective September 20, 1999. The
regulations require "money services businesses" to register with the Treasury
Department by filing a form to be adopted by FinCEN by December 31, 2001, and to
re-register at least every two years thereafter. The regulations also require
that a money services business maintain a list of names and addresses of, and
other information about, its agents and that the list be made available to any
requesting law enforcement agency (through FinCEN). That agent list must first
be maintained by January 1, 2002, and must be updated at least annually. Though
FinCEN must adopt further regulations and procedures to more fully implement
these requirements, based on the newly adopted regulations, management of the
company does not believe that compliance with these requirements will have any
material impact on the company's operations.

<PAGE>
In November 1999, the Federal Reserve Board proposed new regulations that
would include "payday loans" as credit for purposes of the federal Truth in
Lending Act. The company's lending activities may be subject to the new
regulations, if the company's activities are included in the definition of
payday lending. The proposed regulations require that payday lenders clearly
disclose the interest rate of the loan, calculated on an annual basis, to
consumers applying for credit. The company expects that the effect of the
proposed regulations on the company will be minimal because Florida law already
requires such disclosures, and the company complies. The regulations, if
adopted, would become effective October 1, 2000. Compliance with the proposed
regulations is optional until that date.

To the extent that use of the debit card falls within the Electronic Funds
Transfer Act, Federal Reserve Board Regulation E will apply to Fast PayCheck
transactions. These govern electronic funds transfers ("EFT") between customer
accounts. Primarily, the Act and regulation 1) require EFT merchants to provide
customers with certain disclosures, 2 detail the circumstances under which an
EFT merchant may issue a card, 3) limit a customer's liability for a lost or
stolen card, and 4) require EFT merchants to follow certain dispute resolution
procedures.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's discussion is based on an analysis of the financial statements
for the three months ended September 30, 2000, and the nine months ended
September 30, 2000. The figures are then compared to the same period 1999. This
discussion should be read in conjunction with the company's audited financial
statements for 1999 and 1998 which are set forth in the company's Form 10-SB/A
filed on November 13, 2000.

PAST AND FUTURE FINANCIAL CONDITION

Pinnacle is a company in transition. Its wholly owned subsidiary, and its main
source of revenues, Fast Title Loans, Inc., has ceased doing business due to
unfavorable legislative changes in Florida. As a result, the company revenues
have suffered, as its financial statements indicate.

Management has developed new lines of business, primarily through Fast Paycheck,
and shifted its business operations dramatically in 1999. Management is
optimistic that the company will recover and continues not only to develop the
data processing services and payday deferred deposits to individuals, but also
to explore additional opportunities to expand cash flow.

Management expects revenues to increase through the expansion of Fast PayCheck.
The company has a contract with Mailboxes Etc., U.S.A., Inc., ("MBE"), which
allows Fast PayCheck to offer services through participating MBE retail outlets.
At present, the company is licensed to conduct advance paycheck business in 9
(nine) states, and has pending applications for licenses in 20 (twenty)
additional states, as set forth in more detail in the company's Form 10-SB/A,
filed on November 13, 2000, and incorporated herein by reference.

Management is also seeking an alliance partner or banking institution that
could offer long-term debt to carry the expense of the company until revenues
are increased.

RESULTS OF OPERATIONS

TOTAL ASSETS. Total assets at September 30, 1999 were $1,470,457 compared to
September 30, 2000 total assets of $1,195,089. The second quarter at June 30,
2000 indicated approximately $200,825 less, $1,395,914. The decrease in the
third quarter primarily represents the write-off of the impairment of goodwill.

TOTAL LIABILITIES. Total liabilities include accounts payable, the current
portion of the long term debt, notes payable officers, and non-current portion
of the long term debt. Accounts payable decreased from $446,341 at June 30,
2000, to $274,985 at September 30, 2000. The decrease in accounts payable should
be read as an indication of expansion in PayCheck business in the evaluation of
the company as a going concern.

The long-term debt increased from $1,013,636 at June 30, 2000 to $2,598,141 at
September 30, 2000. The increase of long-term debt has been necessary to
effectuate the transition of business focus from Fast Title to Fast PayCheck.
Pinnacle suffered a net loss before federal income taxes in 1999 of $2,495,452.
The company needed the additional funding to provide liquidity to pay current
obligations. It was successful in obtaining an additional loan of $1,013,636.
This number was reflected by the increase in long term debt from year end 1999
to June 30, 2000. Long term debt was $417,287 at December 31, 1999; $547,287 at
March 31, 2000 and $1,013,636 at June 30, 2000.

Management hopes to address the remaining shortfall through cash flow, and by
arranging the conversion of existing debt into equity, to reduce the company's
interest expense.

REVENUES. Operating revenues have decreased over the first nine months of
operation in 2000. At December 31, 1999, operating revenues were $214,538,
compared to $62,681 at March 31, 2000 and $69,683 for the six months at June 30,
2000, and $107,399 for the nine months ended September 30, 2000. Operating
revenues are expected to remain low until the Fast Paycheck business expands and
other sources of revenue are discovered.

OPERATING EXPENSES. Operating expenses remain fairly consistant, $1,423,079 for
the nine months ended September 30, 2000. This compares to $1,895,548 for year
end December 31, 1999 and $990,750 for the six months ended June 30, 2000. Such
expenses include the costs of expansion and litigation expenses the company has
borne. As a result, Management believes that the financial condition of the
company will improve substantially by 2002.

The company has a $100,000 note payable with an investor that expired May 14,
1999. In addition, the company has a $538,276 note payable with a lender that
expired February 28,2000. This note is the subject of a lawsuit with First
American Reliance, Inc.

There is also a $514,055 note payable with investors that expired on March 1,
2000. This debt has been converted into equity in the third quarter of 2000.

The company has approximately $417,287 in debt that will mature between December
31, 2000 and December 31, 2002.

At this time, it is unlikely that the company will have adequate capital
available to repay the debts as they mature. If the loans are called, the
company's financial condition will be further negatively impacted.

The company is defending various lawsuits, which, if lost, would negatively
impact the company. Even if the outcome is positive, the cost to the company in
legal fees and employees' time is substantial.

Operating expenses increased 68% in 1999 due to several unusual events or
transactions that materially affected the amount of reported income form
continuing operations:

First, the legislature in Florida made significant changes in the laws
permitting personal loans to be secured by automobile title. This change in
legislature materially effected the company's income and reduced the volume of
title loans possible, effectively putting the company out of business. The
company decided to diversify their operations and focus on Fast Paycheck Loan
business instead.

Second, in order to process Fast Paycheck's deferred deposit operations and
title loan business effectively, in the company had usually high expenses
connected with the installation of proprietary software and hired additional
personnel for Fast paycheck's call center. These expenses were made in addition
to the $100,000 paid for the software itself in July, 2000, which will
be capitalized in the third quarter 2000.

The software system was installed in December 1999, and underwent Alpha and
Beta testing earlier this year. (The Alpha testing is the first testing phase,
Beta testing is the second testing phase.) During the Beta testing, Pinnacle
had the opportunity to process transactions for one of the company's
competitors, Unistar Insurance and Financial Services, Inc. "Unistar"). On
September 15, 2000, Pinnacle and Unistar entered into a two-year processing
agreement, with an option to renew under the same terms and conditions. (The
agreement is attached to this document as Exhibit 10.6. ) Presently, Pinnacle
is processing loans from 40 Unistar locations.

The software allows Pinnacle to effectively process, track, and report
transactions at a very low cost per transaction. Pinnacle can process up to 250
locations, with minimal overhead increases from the existing call center. This
is a potential revenue of $2,500,000, based on estimates of $10,000 in annual
revenues per location.

Pinnacles' competitors can utilize its software processing, approval,
collection and distribution system. Currently, Unistar is using all of
Pinnacles' services listed above. Currently, Pinnacle is processing advance
loans from 41 Unistar locations in Florida. In addition, Pinnacle is also
processing through 125 MBE locations in Florida.

<PAGE>
Pinnacle's current physical processing capacity is estimated at 250
locations (this does not include MBE location) of which 80 locations are in the
opening process.

The software capacity is only unlimited, as it may be expanded by
installation of additional servers. As the business grows, more operators will
be added. Pinnacle's management estimates that it can generate $10,000 per year
per location processed. The company's goal is to get additional processing
contracts to reach processing capacity, and expect to generate 2.5 million
dollars in revenues in 2001 from processing.

Pinnacle does not have a patent on the software. Competitors may be able to
mimic or copy the fundamental services, but integration of the collection and
distribution system is unlikely in the near future. The software system is
complex and sophisticated. Pinnacle invested two years to design and develop
it, and spent another year testing the program. Until a competitor designs and
develops the same or similar system, Pinnacle believes and expects to have a
competitive advantage in the industry.

Also, the debit card system is extremely difficult to get approval on. It
took Pinnacle almost one year to be approved. Pinnacle had to demonstrate its
ability to securely activate and distribute cards. Many of the securities
measures were implemented at Mastercard's request.

There are no other payday lenders, to the company's knowledge, that have
been approved to utilize a system that electronically processes advances
paycheck loans, deferred deposits, transfer of funds, and in addition provides
an array of other services, as evidenced by the Cash Lynk System agreement. The
array of services this system supports is also one reason why the company's
competitors seek out Pinnacle to utilize its system. The integration of the ACH
(Automated Clearing House) collection system into the company's software system
is complex by programming standards. Pinnacle's market research, based on
information obtained by Pinnacle's potential clients, indicates that a
competitor needs sixty to seventy employees to process the same volume of
transactions that Pinnacle can handle with a staff of eight. In addition to the
projected revenues, the automation of routine tasks and collections represents
substantial overhead savings to the company.

Third, in 1998, the company engaged a broker-dealer to underwrite a Rule
504 offering of the Company's stock. The principal of the broker-dealer died
before remitting funds to the Company and without keeping accurate records as to
the purchasers of the stock. The litigation that ensued is described in the
Form 10 in detail. The legal expenses incurred by the Company are approximately
$50,000 in 1999. This is in addition to the expenses of the company incurred
sending officers to the location of the litigation and the expenses incurred
from the absence of those officers during the litigation process.

These events, particularly the change in legislative climate, are
infrequent economic changes that significantly effected the company's revenues.

The company at the end of December 31, 1999 discontinued to write loans in
the title loan business because they knew the legislative climate was
unfavorable. They wrote letters to customers and demanded payment. After a
detailed analysis of customer loans showed that collection procedures would be
necessary, the company made the allowance referred to above. The company made
many loans that were not credit worthy because they could charge 22% interest
per month on good payers so they took chances. The company reserved bad debt as
a conservative approach because it appeared once customers knew the laws were
changing, collections slowed immediately.

<PAGE>
The company has put the customer accounts that have been allowed for with
two collection agencies for collection.

NET LOSS. The company's net loss is $740,971 for the three months ended
September 30, 2000 and $1,914,997 for the nine months ended September 30, 2000.
This compares to a net loss of $580,564 for the three months ended March 31,
2000 and $1,174,026 for the six months ended June 30, 2000.

CAPITAL EXPENDITURES. The company is engaged in consumer finance and
electronic technology development. As a result, capital expenditures are not
substantial and management does not foresee a substantial difference from
quarter to quarter. The facilities are leased. Property and equipment net
costs consistantly approximate $150,000 per quarter. Substantially all of the
value of the company is not in physical assets but in the ongoing operations of
the company. Should the company be liquidated, there are few assets to
distribute to creditors or shareholders.

Non-cancelable lease commitments run until 2002. The total amount due
under the lease terms for 2000 is $60,372. The company is operating various
locations on a month to month basis.

LIQUIDITY
---------
Maintaining sufficient liquidity is a material challenge to Management at
the present time. The company owns a note receivable dated December 29, 1997
for $25,000 with 18% per annum interest. The principal balance and accrued
interest is due and payable on the earlier of 1) a private placement being
completed in whole or part including but not limited to, any escrow
disbursements of any funds to the maker, or 2) March 27, 2000. There are no
payments received as of September 30, 2000. The company has made an allowance
for doubtful receivable for the entire loan.

The company also owns a demand loan receivable for $423,000. This loan is
non-interest bearing. The company is performing consulting services to the
borrower in exchange for the demand loan. It is anticipated that this loan
receivable will be converted into equity during the calendar year 2000.

The company has signed a non-binding letter of intent to purchase an
ongoing business entity. The acquisition may be structured using stock for
stock, resulting in the entity becoming a subsidiary of the company. The
company could benefit from the revenues produced by the entity's business. The
transaction, however, is only in the due diligence phase at the present time.
Management will make a decision on the proposal once due diligence is complete.
Regardless whether Management accepts or declines this transaction, it is still
exploring other business opportunities for Pinnacle.

In August 1999, the Company secured a national contract with Comdata. The
Comdata contract expired in November, 2000; however, the company continues to
renew it on month-to-month basis. This contract allows the distribution of the
Fast PayCheck debit card at the point of sale locations.

A point of sale is the location where a transaction is completed. It may
be either an MBE location or one of Pinnacle's own stores. The software system
and the debit card system Pinnacle uses are unique in the industry. The company
has obtained the necessary regulatory approvals to have the company's debit
cards readily available at each point of sale location. This allows instant
access to the cash requested by the customer on each debit card without having
to stock cash at each location.

In September 2000, the company contracted with Lynk Systems, Inc. to
replace Comdata. Both Lynk Systems, Inc. and Comdata provide debit cards to
the company. The debit cards are used to fund the company loans. Lynk System,
Inc. provides the same services as Comdata, but it also provides additional
services, as disclosed in more detail in the company's Form 10-SB/A filed on
November 13, 2000.

<PAGE>
Pinnacle's competitors do not have either the software system or the
ability to offer a debit card to their customers. Existing competitors may have
a larger, broader-based store base in more states than FastPaycheck, but lack
the technical expertise to process, distribute, and collect debts in the same,
more efficient manner. They also lack the infrastructure to process payment
instruments for payment instruments.

The company presently processes fewer transactions than it is capable of
processing. As a result, it can generate additional fee income by offering its
processing capabilities to competitors. Pinnacle would offer only its excess
processing capabilities to competitors. At some point in the future, the company
hopes to expand to utilize all of its processing capacity.

Pinnacle is in the process of securing institutional credit lines to
provide long term growth capital and a banking relationship to cover short-term
cash needs. With the current availability of credit and the expected increase
in revenues from processing "payment instruments for payment instruments
transactions", the company will have sufficient liquidity over the short and
long term. Should the company not be able to secure a banking relationship, it
will not be able to meet its short term cash needs. This may affect its ability
to continue in business.

The company is a party to litigation, as disclosed in the Legal Proceedings
section, Part II of this document. The company has filed a counterclaim, and it
is premature to speculate what the result of that litigation will be. Should
the company receive a judgment against it, its business could be negatively
affected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Tyler Jay & Company, L.L.C. and First American Reliance, Inc.
--------------------------------------------------------------------------------

The first proceeding regarding Tyler Jay is an adversary proceeding brought by
the trustee in bankruptcy of First American Reliance, Inc.("the Debtor"), on
June 29, 1999, in the United States Bankruptcy Court, Western District,
New York, BK Case No. 98-23906, AP No. 99-2186, entitled Douglas J.
Lustig, as Trustee v. Pinnacle Business Management, Inc., and Fast Title Loans,
Inc. The trustee is seeking to recover purported loans from the Debtor to Fast
Title and/or Pinnacle, in a sum of approximately $800,000, including 9%
interest, for amounts loaned and advanced by First American Reliance,
IncAn answer to the suit has been filed and the parties are currently in the
discovery process. The company had asserted a defense and set off alleging
moneys due to Pinnacle from stock subscriptions in 1998, which were never
turned over to the company. Pinnacle accrued a liability for $538,276 in 1998
and $355,755 in 1997, respectively. Management has agreed to determine the
actual amount of the loans against proceeds of a private placement diverted by
the Debtor's principal using a separate corporation. Management believes that
the setoff for funds diverted during the private placement will equal or exceed
the amounts claimed and documented by checks as transferred to Pinnacle and
will also create a setoff in respect to at least a portion of the sums advanced
to Fast Title. Management is investigating whether the funds advanced by
Debtor, in part, included funds diverted by the Debtor, and, therefore, were not
loans at all, but a return of Pinnacle's property. The company is currently in
the process of settlement negotiations in this case.

In the second proceeding, Pinnacle and Fast Title Loans are defendants in a
pending civil action instituted in 1999, in Erie County, New York, entitled
Tyler Jay & Company, L.L.C. v. Fast Title Loans, Inc. and Pinnacle Business
Management, Inc., Index No. I-1999/5697. Plaintiff asserts a claim for fees
and commissions arising from loans made by the Debtor in the previously
described adversary proceeding and sums lost by Tyler Jay allegedly because
Tyler Jay was not permitted to conduct the private placement noted above. Tyler
Jay claims that it is owed certain moneys and stock options, which damages are
allegedly in excess of $500,000. Fast Title and Pinnacle have filed a motion to
dismiss the case alleging that the New York courts do not have jurisdiction over
them in this matter. They have also asserted that Tyler Jay is not entitled to
recovery since the agreed-upon services were not provided. Moreover, Fast Title
and Pinnacle have filed a counterclaim seeking $34,000, the sum paid to Tyler
Jay, on the basis that Tyler Jay's fraudulent representations and breach of
fiduciary duty damaged them. Discovery is in process. Management intends to
vigorously defend this claim.

ITEM 3. DESCRIPTION OF PROPERTY

The company leases certain office space and store front facilities. It has
made no investments in real estate, real estate mortgages, or securities or
interest in persons primarily engaged in real estate activities. There is no
plan to do so in the future.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents each class of equity securities of beneficial
owners holding 5% or more of Pinnacle and all directors and officers of Pinnacle
as a group, as of June 30, 2000.

Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class

Common Stock

Michael Bruce Hall
2600 State Street
Dallas, TX 75204

39,502,000 shares held by the Michael Bruce Hall Family Partnership

25.16%
Common Stock

Jeffrey Turino
2963 Gulf to Bay Boulevard, Suite 265
Clearwater, Florida 33759

39,502,000 shares held by the Katherine Burney Family Limited Partnership

25.16%

Common Stock

Officers and Directors as a Group

79,004,000 shares

50.32%

<PAGE>
Common Stock

The stock ownership information presented in the chart includes 55,000,000
shares issued to the officers, Jeff Turino and Bruce Hall, as consideration for
an Agreement and Release signed February 28, 2000 by the company. The Agreement
and Release releases any claims to back compensation, bonus amounts and stock
options arising before January 1, 2000 under the terms of the employment
agreements signed in 1997.

The company's board of directors has entered into an agreement in principle
with Michael Bruce Hall, the company's chief executive officer, and Jeffrey
Turino, the company's president, whereby these officers will exchange 70,000,00
of shares owned individually by them and by their affiliates for options to buy
shares. Their existing shares will be retired. These exchanges will take place
over the next six months. The parties have not yet agreed to the terms of the
options.

The Board of Directors and the officers agree that reducing the number of
shares outstanding without reducing the float would benefit the existing
shareholders. The officers have agreed, therefore, to permit the company to
redeem their shares at a low value for options that can be exercised only at a
higher value. This will result in an immediate benefit to shareholders and
contingent deferred benefit to the officers, should the company succeed in
business. Nevertheless, the Board of Directors and the officers have not yet
agreed on the terms of the redemption. The parties have only agreed in
principle that the transaction will, in some form, at some time, occur.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name of Officer or Director
Position
Age
Term of Office

Michael Bruce Hall
President
Director
45
Since October 1997

Jeffrey G. Turino
Chief Executive Officer
Director
43
Since October 1997

MICHAEL BRUCE HALL: President since 1997. Mr. Hall has a BSBA from the
University of Richmond.

Mr. Hall started Landmark Custom Homes in the early 1980s and built 200
custom homes in Pinellas and Hillsborough Counties in Florida. In 1983, he
started and still owns Market Place Travel, which is one of the top five
independent producing agencies in Pinellas County. In the late 1980s, he worked
as a financial planner for E.F. Hutton. He returned to the construction and
design field in the early 1990s and worked for Zuma Engineering, Inc., a local
recycling company, as an electrical design specialist until 1997. He served as
the Chairman for the Legislative Committee for the Southern Association of Title
Lenders in 1996.

<PAGE>
Mr. Hall oversees and manages all facets of the corporation including, but
not limited to, marketing, collections, customer service and expansion. He also
plans, develops and establishes policies and objectives of Pinnacle. He
approves all financial obligations.

JEFFREY G. TURINO: Chief Executive Officer since 1997. Mr. Turino has a
management degree from the University of Florida. From 1986 to 1997, Mr.
Turino served as corporate secretary for Zuma Engineering, Inc.

Mr. Turino coordinates and implements all policies and procedures directed
by the board of directors.

Suits Against Directors

In 1986, Michael Hall was a party to an arbitration proceeding convened by
the National Association of Securities Dealers, Inc.("NASD"). The proceeding
was the result of a complaint by a client of Shearson Lehman stemming in part
from Mr. Hall's activities as a broker for such client. The arbitration
resulted in an award for the client in the amount of $250,000.

In 1995, Jeffrey Turino entered into a Stipulation and Consent Agreement
with the Florida Department of Banking and Finance Division of Financial
Investigation. Mr. Turino consented to a finding that, as corporate secretary
of Zuma Engineering, Inc., he failed to prevent corporate agents of Zuma to
offer for sale and sell unregistered securities in the State of Florida. He
agreed to pay a $10,000 fine and to refrain from future violations of Florida's
securities laws.

ITEM 6. EXECUTIVE COMPENSATION

The company issued 27,500,000 shares of common stock each to Jeff
Turino, chief executive officer of the company, and Michael B. Hall, director
and president of the company in the first quarter of 2000. This issuance of
shares was pursuant to an Agreement and Release releasing all claims by
Turino and Hall pursuant to the company's inability to perform under
the Employment Agreements entered into by the company and Turino
and Hall in 1997. These Employment Agreements required the company to pay
certain compensation to Turino and Hall for services rendered. The company
failed to pay Turino and Hall the agreed compensation for performed services.

The original employment agreements each have an initial term ending in 2002
and automatically renew for one-year terms thereafter. Under the terms of the
agreement, each would receive an annual base salary of $104,000 with additional
increases, at least annually, as deemed necessary by the board of directors.
The contracts provide that if the company fails to meet the executive's
compensation, the executive may either defer the compensation and accrue the
salary or take the difference in common stock at the rate of one share for each
dollar not received in the first year. In years two through five, the executive
could take stock at a rate equal to the shares purchased by the dollar
difference of the paid versus unpaid salary at an average price of the last
thirty days in the trading year of the stock.

The employment agreements provide that each executive may take in the form
of stock or cash compensation earned up to $104,000 per year but not paid, and
bonus amounts of $52,000 each in 1998. The officer can defer the acquisition of
earned stock and take the stock at any time in their sole discretion. The
employment agreements also provide two stock option plans, "A" and "B." Option
"A" allows for 500,000 shares of common stock, having an exercise price of $.50
per share, in 1998. Option "B" allows for 500,000 shares of common stock,
having an exercise price of $1.00 per share, from 1999 through 2002.

The following chart presents the compensation that the company actually
paid the officers between 1997 and 1999. It does not include the 27,500,000
shares of stock paid to each officer as consideration for entering into the
Agreement and Release:

<PAGE>
Name and Principal Position
Year
Salary
Bonus
Other Annual Compensation
All Other Compensation
Michael Hall

1999
1998
1997
$ 55,000
$ 65,464
$ 61,728
$-0-
- -0-
- -0-
Jeffrey Turino
1999
1998
1997
$ 55,000
$ 65,464
$ 61,728
$-0-
- -0-
- -0-

The Agreement and Release deletes all provisions in the employment
agreements creating stock options and the promise of the company to adopt an
incentive stock option as part of the employment agreement. Turino and Hall
will continue employment under the terms of the Employment Agreements until 2002
as if no breach in either of the officer's Employment Agreements occurred.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 1999, Jeff Turino and Bruce Hall signed an agreement with Primex
Capital pledging 7,500,000 shares of Pinnacle stock to secure personal loans.
Messrs. Turino and Hall then loaned the proceeds to Pinnacle in the amount of
$348,000 apiece. The company repaid Messrs. Hall and Turino $439,157 the same
year.

ITEM 8. DESCRIPTION OF SECURITIES

Common and Preferred Stock

The authorized capital stock of the company consists of 300,000,000 shares
of common stock, par value $.001 per share and 50,000,000 shares of preferred
stock, par value $.001 per share. As of June 30,2000, there are 152,209,622
shares of common stock outstanding. None of the preferred shares have been
issued. The common stock is currently traded on the Over The Counter Bulletin
Board. The company's trading symbol is PCBM. There are approximately 150
current shareholders of record. At year end 1999, 86,952,686 shares were
outstanding.

All shares of common stock have equal voting, liquidation, dividend and
other rights. Shareholders are entitled to one vote for each share of common
stock at any shareholders' meeting. Holders of shares of common stock are
entitled to receive such dividends as may be declared by the board of directors.
In the event of liquidation, shareholders are entitled to participate pro rata
in a distribution. There are no conversion, preemptive, or other subscription
rights or privileges with respect to the common shares. The common stock of the
company does not have cumulative voting rights. The holders of more than fifty
percent (50%) of the shares voting in an election of directors may elect all of
the directors if they choose to do so. In such event, the holders of the
remaining shares aggregating less than fifty percent (50%) would not be able to
elect any directors.

<PAGE>
Stock Options
--------------

At year end 1999, the following stock options were outstanding:

1. Gordon & Associates Strategic Investments, Inc. A consulting agreement
entered into with Gordon & Associates grants options with the following
attributes:

Expiry Date Exercise Price Number of Shares

Termination of the The lesser of $.25 per share or Up to 35,322,578
Agreement 30% of the average closing bid
for trading.

On May 19, 1999, Pinnacle and Gordon & Associates Strategic Investments,
Inc. ("G&A") entered into a Consulting Services Agreement, Stock Option
Agreement, and Addendum to the Consulting Services Agreement. These agreements
obligated G&A to introduce Pinnacle to Mail Boxes Etc. USA, Inc. (MBE). If the
introduction was made, and a contract signed between Pinnacle and MBE, G&A
would receive 5,050,000 shares of Pinnacle stock. The introduction was made,
Pinnacle did enter into an agreement with MBE, and G&A received the stock. The
addendum permitted G&A to assign its right to receive the stock to the
individual consultants who actually did the work.

The Consulting Services Agreement also provided for additional compensation
dependent on the success of the MBE contract for Pinnacle. The agreement that
Pinnacle entered into with MBE gave Pinnacle the right to go into individual MBE
franchisee locations, and enter into agreements with the franchisee. The
agreements would permit the franchisee to offer Fast PayCheck debit cards to MBE
customers. Each store had to be signed up to offer Fast PayCheck individually,
however.

The Consulting Services Agreement also awarded G&A additional stock options
to buy Pinnacle stock; certain numbers of options could be exercised for every
50 MBE stores offering Fast PayCheck services. G&A could exercise a total of
25,322,519 shares if as many as 400 stores offered Fast PayCheck services. In
addition, as the market value of Pinnacle stock rose, G&A could exercise even
more additional options. Pursuant to the agreement, G&A acquired 12,000,000
options exercisable once Pinnacle's stock rose to a market price between $1.00
and $2.75.

On March 16, 2000, Pinnacle and G&A amended the original contract, waiving
the market value requirement that permitted G&A to exercise the 12,000,000
bonus options exercisable at any time. Under the amendment, G&A could exercise
the 12,000,000 options upon introducing Pinnacle to SmartFed, Inc. without
market value limits. The introduction was made.

On April 7, 2000, Pinnacle and G&A entered into an amendment to the
Consulting Services Agreement providing for registration of the stock and
options. The amendment was based on each party's belief that MBE stores would
be offering Fast PayCheck services soon. Under the terms of the agreement,
G&A's attorney would prepare a Form S-8 registration for filing for 10,919,754
shares of Pinnacle stock in lieu of the total 40,372,578 shares covered in toto
by the Consulting Services Agreement. The lesser number registered represented
the initial 5,050,000 shares issued to G&A, and options which G&A thought it had
a right to exercise, as well as some G&A thought would be exercisable in the
very near future. Shortly following, a Form S-8 would be filed registering the
remaining 29,452,824. Pinnacle also agreed to abate the exercise premium due on
all shares acquired and to be acquired until the stock was fully registered.

<PAGE>
Pursuant to this amendment, the Form S-8 registration statement was filed
on April 14, 2000 registering 10,919,754 shares. Thereafter, however, several
issues arose between the parties. There was a dispute as to the exercisability
of the options, whether options became exercisable when MBE stores were
contacted by Pinnacle, had entered into an agreement with Pinnacle, or actually
offered Fast PayCheck services to customers. In addition, Pinnacle anticipated
that G&A and its assignees would hold the stock; the agreement provided that the
recipients would enter into a voting agreement. They did not, and immediately
upon receiving the stock, endeavored to transfer it to third parties.

In addition, the contract with MBE was understood by Pinnacle to transfer
to it exclusive rights in all 50 states. This included states in which Pinnacle
could obtain a license as a money transmitter quickly, as well as states in
which Pinnacle could not get a license at all but had to ally with a federally
chartered bank doing business in each state. On May 9, 2000, MBE informed
Pinnacle that it would seek to enter into a nonexclusive agreement with another
vendor in some states in which Pinnacle was not licensed, did not have an
application for licensing pending, and was likely to be licensed. To date, MBE
has not entered into an agreement with another vendor, and the issue is under
negotiation. Nevertheless, all of the issues combined cast doubt as to the
effectiveness of the Consulting Services Agreement and the right of G&A and its
assignees to exercise any of the options.

G&A and Pinnacle agreed to waive the requirement that a certain number of
MBE stores be "open" to exercise a certain number of options. Nevertheless,
neither G&A nor Pinnacle could agree to the terms of payment of the exercise
price for the options. Pinnacle agreed to abate payment until registration, but
by July 8, Forms S-8 had been filed to register the stock. G&A offered a
promissory note, but the parties could not agree to the terms of the promissory
note. Pending resolution of these matters, Pinnacle refused to deliver the
stock. The original 5,050,000 shares were delivered, but no shares resulting
from the exercise of options were delivered.

The parties agreed to extinguish the options, but continue to negotiate.
Pinnacle's management believes that the services of G&A could have value in
the future. Should the parties determine that other services of G&A warrant
compensation, the parties may agree to the issue of new options under new terms.
At this time, however, G&A and/or its assignees have been issued 5,050,000
shares of Pinnacle stock, and hold nothing else.

The company issued 8% Convertible Debentures dated March 19, 1999, in the
amount of $260,000 all of which has been converted and 2,054,480 shares issued.
On March 31, 1999, the company granted an option to buy 33,000 shares at a
purchase price of $.319 per share to the attorney and underwriter for the 8%
Notes.

<PAGE>
The company's board of directors has entered into an agreement in principle
with Michael Bruce Hall, the company's chief executive officer, and Jeffrey
Turino, the company's president, whereby these officers will exchange 70,000,00
of shares owned individually by them and by their affiliates for options to buy
shares. Their existing shares will be retired. These exchanges will take place
over the next six months. The parties have not yet agreed to the terms of the
options. The retirement of the shares belonging to the G&A associates and
Messrs. Hall and Turino will reduce the number of issued and outstanding shares
by approximately 105,000,000.

Warrants
--------

The company has entered into an agreement with M.H. Meyerson & Co., Inc.
for the provision of investment banking services. As consideration, the company
has granted five year Warrants to purchase, at a price of $.125 per share, a
total of 5,580,000 shares of the common stock of Pinnacle. These warrants may
be exercised until August 18, 2004. At the present time, none have been
exercised.

Dividends
---------

The company has not declared dividends in the past and does not have the
current capital necessary to declare a dividend in the foreseeable future.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCK MATTERS

Pinnacle is traded on the Over the Counter Bulletin Board, symbol PCBM.
The high and low bid information for the stock during each full quarterly period
for the last two years and for the first quarter of 2000 are as follows:

Quarter
High
Low
2Q 2000
.2031
.0781
1Q 2000
.2467
.1417
4Q 1999
.275
.09
3Q 1999
.60
.095
2Q 1999
.51
.029
1Q 1999
.84375
.0625
4Q 1998
.625
.125
3Q 1998
1.75
.50
2Q 1998
4.00
1.50
1Q 1998
4.00
3.50

<PAGE>
The OTC BB market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.

As of the date of this filing there are 150 holders of common stock.
Management believes that most of the stock is held in nominee name, and as a
result, there may be as many as 2,000 individuals who own Pinnacle stock. As of
the date of this filing, there are no holders of preferred stock.

"Nominee name" is a common term given to the possession of securities held
in broker-dealer name, with the beneficial ownership held by the broker's
customer. While the broker-dealer holds the legal title to the securities, the
customer holds the equitable or beneficial interest in the securities. The
broker-dealer is designated or nominated by the customer to act on his behalf
for the limited purpose of buying or selling securities. Nominees (the
broker-dealers) pass the payments they receive from the sale of securities to
the beneficial owner (the customer), who retains the right to the security and
its benefits. Securities are registered in nominee name for reasons of safety or
to facilitate transactions.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES

The company offered a private placement under Rule 504 of Regulation D
635,000 shares of common stock for $1.50 per share on February 2, 1998. It
resulted in net capital contributed to the company of $423,049 to the company.
The underwriter, American Freedom Securities, Inc. received 500,000 shares of
the company's stock as a commission. This offering was never successfully
closed. The principal broker died before remitting funds to the company, and the
records he kept were inaccurate. A substantial, unknown amount of the proceeds
was never forwarded to the company. It is believed that this offering was fully
subscribed and in fact, oversubscribed. Management believes that all shares sold
under the offering have been accounted for, although the missing proceeds may
never be available to the company.

The company's transfer ledger indicates the issue of 1,628,675 shares in
1998 to subscribers of the Rule 504 offering. This does not include 500,000
shares issued in total to the principal of the underwriter as payment for the
underwriter's services both as underwriter, and as a consultant for the company.

In March, 1998, the Company issued stock for goods and services of
intangible and often un-invoiced amounts. Common stock of 72,500 shares were
issued and are booked at four cents per share. Originally, the company booked
this issue at book value. Management has revalued the stock at four cents per
share. The vendors were primarily advertisers, publicists, and marketing
consultants.

The value of four cents per share is a value assigned in recognition
that the stock and services had some intangible value to the company.
All of the stock is issued in performance of a private contract and was
restricted. The stock is issued in reliance of its exemption as a private
placement under section 4(2) of the Securities Act of 1933.

<PAGE>
The company issued 8% Convertible Debentures dated March 19, 1999. These
were underwritten by Corporate Capital Management, L.L.C., in the amount of
$260,000 with a maturity of 360 days ("8% Notes"). The Conversion Price was the
lesser of 77.5% of the lowest closing bid price of the common shares for five
trading days ending on the day prior to conversion ("Variable Conversion Price")
or 100% of the lowest closing bid price for the common shares for the five
trading days ending on the day prior to closing ("Fixed Conversion Price").

By April 15, 1999, all of the 8% Notes were converted and 2,054,480 shares
issued. On March 31, 1999, the company granted an option to buy 33,000 shares
at a purchase price of $.319 per share to the attorney and underwriter for the
8% Notes. The securities were issued in reliance on an exemption as a private
placement as defined by section 4(2) of the Securities Act of 1933. The
investors approached the company unsolicited, through a relationship with a
prior employee of the company. The transaction was negotiated privately with
each of 26 or less individuals.

In April, 1999 the company issued 15,097,000 restricted shares to Bruce
Hall and Jeff Turino in consideration of their contributions to the company
outside of the employment agreements. Such contributions included the use by
the company of artwork, furniture and equipment owned by the principals,
personal guarantees of company debt, and personal payments made to third parties
for the benefit of the company without seeking reimbursement. The company
originally booked the restricted stock at book value. The company believed the
value to the company to be immeasurable. The only benefit to the principals was
that of ownership; the stock was restricted and could not be transferred. The
company subsequently restated this value at 1 penny per share for intrinsic
value.

During the period beginning March 1999 and ending July 1999, the company
issued stock to a lender to induce the lender to make a loan to the company. The
company issued 29,500,000 shares in the aggregate. The principal amounts of the
debts remained unchanged, and interest continued to accrue. The company
originally booked the stock issued at book value, unable to ascertain a certain
value for the restricted stock. Management has revalued the stock at one cent
per share, solely to indicate a value on the financial records of the company.
Book value approximates zero. The company recognizes that the stock had an
intrinsic value in delaying foreclosure; as a result, the stock has been booked
at a penny per share. The shares were contracted for issue by the company in
privately negotiated agreements and therefore were issued in an exemption from
registration as a private placement under section 4(2) of the Securities Act of
1933. The shares were restricted upon resale.

During 1999, the company booked receipt of $614,508 for the issue of
18,757,004 shares to certain investors who each approached the company and
negotiated private placements of restricted stock under exemptions from
registration in section 4(2) of the Securities Act of 1933. These investors
include:

Name Shares Consideration
Tim Rice 4,166,666 $ 125,000
*El Notre Trust 4,500,000 $ 135,000
Jeff Applebaum 700,000 $ 70,000
*Hawk Group 4,050,000 $ 121,500
Hi Tel 1,200,000 $ 60,000
LNB 2,000,000 $ 70,000

*The sale of the 18,757,004 shares was recorded on the company's books in the
aggregate even though each was a separately negotiated transaction. As a
result, certain investors are known to be included in the group, the purchase
price paid by these has been averaged at $.03 per share, the average price of
shares sold in this group of transactions.

On or about February 29, 2000, the company issued 55,000,000 shares
of restricted stock to Jeff Turino and Bruce Hall. The company issued the shares
as consideration for an Agreement and Release in which the officers and the
company released mutual claims against each other arising from operation of the
employment agreements before January 1, 2000. The Agreement and Release also
amended the employment agreements, and the officers agree to perform under the
amended terms until expiration of the agreements. The shares were contracted
for issue by the company in a privately negotiated agreement and therefore were
issued in an exemption from registration as a private placement under section
4(2) of the Securities Act of 1933. The shares were restricted upon resale.

<PAGE>
On March 3, 2000, the company issued 1,525,000 shares of restricted common
stock to MRC Legal Services Corporation ("MRC") as consideration for the
purchase of 96.8% of the shares of MAS. The number of shares issued were as
follows: 828,750 to M. Richard Cutler, 255,000 to Brian A. Lebrecht, 191,250 to
James Stubler, and 150,000 to Samuel Eisenburg. The shares were contracted for
issue by the company in a privately negotiated agreement and therefore were
issued in an exemption from registration as a private placement under section
4(2) of the Securities Act of 1933. The shares were restricted upon resale.
These shares were the subject of the Form S-8 registration filed by the Company
on March 16, 2000.

During the first two quarters of 2000, the company issued 36,302,519
restricted shares of stock to G & A pursuant to a Stock Option Agreement, dated
May 19,1999. Pinnacle signed the stock option agreement as part of a Consulting
Services Agreement, also dated May 19, 1999, for services performed by G & A to
Pinnacle.

The Stock Option Agreement granted G & A the right to purchase 36,302,519
shares at either $.25 per share or 30% of the average closing bid price of the
last thirty trading days. G & A opted to purchase the aforementioned 36,302,519
shares at 30% of the closing bid price. G & A signed a promissory note to the
company for the purchase price of the options. The form of the note was
unacceptable to the company, however.

The company therefore issued to G & A a total of 40,372,578 shares of stock
as consideration for its services to the company. The company delivered
5,050,000 shares, and issued the remaining shares pursuant to the exercise of
options. The remaining shares were not delivered, however, pending receipt of
acceptable form of payment. Of the total shares, associates of G & A registered
36,302,519 shares in the two Form S-8 filings by the company on April 14, 2000
and July 8, 2000.

On April 7, 2000, the parties signed an amendment to the Consulting
Services Agreement and Stock Option Agreement, entitled Amendment to Agreement
Between Gordon & Associates Strategic Investments, Inc. & Pinnacle Business
Management, Inc. The amendment required Pinnacle to abate the premiums due on
all shares acquired or to be acquired until all 40,372,578 shares are fully
registered. The terms of the promissory note continued to be negotiated
however.

After the filing of the Form S-8 on June 8, 2000, the parties agreed that
they could not agree on a form of payment. As a result, the shares that had been
issued, but not yet delivered, were not delivered. The note was cancelled. The
shares were retired by the company. As a result, the financial statements of the
company reflect neither the issue of the shares from options, nor the promissory
note executed in payment.

At the present time, the Board of Directors and the officers agree that
reducing the number of shares outstanding without reducing the float would
benefit the existing shareholders. The officers have agreed, therefore, to
permit the company to redeem their shares at a low value for options that can be
exercised only at a higher value. This will result in an immediate benefit to
shareholders and contingent deferred benefit to the officers, should the company
succeed in business. Nevertheless, the Board of Directors and the officers have
not yet agreed on the terms of the redemption. The parties have only agreed in
principle that the transaction will, in some form, at some time, occur.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

There are currently no provisions in either the Articles or the Bylaws of
the company which indemnify the Officers or Directors.

<PAGE>
FINANCIAL STATEMENTS

PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

INDEX TO FINANCIAL STATEMENTS
PAGE
----
CONSOLIDATED FINANCIAL STATEMENTS:

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1

BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998 2-3

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 4

STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998 5

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 6
DECEMBER 31, 1999 AND 1998

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-16

<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
-------------------------------------------------------

Pinnacle Business Management, Inc.
Clearwater, Florida

We have audited the accompanying consolidated balance sheets of Pinnacle
Business Management, Inc. and Subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of operations, stockholders' deficit, and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

The accompanying financial statements for December 31, 1999 and 1998 have
been prepared assuming that the company will continue as a going concern. As
discussed in Notes 9 and 11 to the financial statements, the company has
suffered recurring losses from operations, has a net capital deficiency, and
certain litigation pending 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 Notes 9 and 11. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Pinnacle
Business Management, Inc. and Subsidiaries as of December 31, 1999 and 1998, and
the results of their operations and their cash flows for the years ended
December 31, 1999 and 1998, in conformity with generally accepted accounting
principles.

As discussed in Note 14 to the financial statements, the Company's
management has restated certain equity, capital and expense transactions in
December 31, 1999, 1998 and 1997. The aggregate of management's adjustment
increased the Stockholders's Deficit by $220,734 in 1997, $505,560 in 1998 and
$284,306 in 1999, respectively.

/S/ BAGELL, JOSEPHS & CO., L.L.C.
-----------------------------------------------------------
BAGELL, JOSEPHS & CO., L.L.C
Certified Public Accountants

Gibbsboro, New Jersey
April 26, 2000, except for Note 14, as to which the date is December 3, 2000.

Page 1
<PAGE>

PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS
------
DECEMBER 31,
------------------------
1999 1998
----------- -----------
CURRENT ASSETS
---------------
Cash and cash equivalents $ 9,726 $ 2,984
Customer loans receivable, net 274,974 743,877
Loans Receivable - Other 422,000 -0-
Prepaid Expenses 45,000 -0-
----------- -----------
751,700 746,861
----------- -----------
PROPERTY AND EQUIPMENT 156,831 144,839
Less accumulated depreciation (69,654) (48,078)
----------- -----------
87,177 96,761
OTHER ASSETS
--------------
Unamortized goodwill 238,498 244,944
Security deposits 12,395 11,996
Loan costs, less amortization 221,254 -0-

----------- -----------
472,147 256,940
----------- -----------

TOTAL ASSETS 1,311,024 $1,100,562
------------------------------------------- =========== ===========

See Accompanying Notes to Consolidated Financial Statements

Page 2
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' DEFICIT
----------------------------------------

DECEMBER 31,
------------------------
1999 1998
----------- -----------
CURRENT LIABILITIES
--------------------
Accounts payable and accrued expenses $ 318,764 $ 79,783
Current portion of long-term debt 1,401,753 600,000
----------- ------------

Total current liabilities 1,720,517 679,783
---------------------------
----------- ------------

LONG TERM LINE OF CREDIT 863,000 -0-
NOTES PAYABLE - OFFICERS' 267,061 9,900
LONG-TERM DEBT, LESS CURRENT PORTION 417,287 1,344,276
----------- ------------

Total long-term liabilities 1,547,348 1,354,176
-----------------------------
----------- ------------

TOTAL LIABILITIES 3,267,865 2,033,959
----------- ------------
COMMITMENTS AND CONTINGENCIES
-------------------------------
STOCKHOLDERS' DEFICIT
----------------------
Preferred stock, par value of $.001;
authorized 50,000,000 and 10,000,000 shares
in 1999 and 1998; issued and outstanding none -0- -0-

Common stock, par value of $.001; authorized
100,000,000 and 20,000,000 shares in 1999 and
1998; issued and outstanding 86,952,686 and
16,494,202 in 1999 and 1998 86,952 16,494

Additional paid-in capital 2,126,635 573,615

Deficit (4,170,428) (1,523,506)
------------- ------------
Total stockholders' deficit (1,956,841) (933,397)
-----------------------------
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 1,311,024 $ 1,100,562
------------------------------------------- ============= ============

See Accompanying Notes to Consolidated Financial Statements

Page 3
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

DECEMBER 31,
-------------------------
1999 1998
------------ -----------

OPERATING REVENUE
------------------
Revenue $ 214,538 $ 633,478
------------ -----------

OPERATING EXPENSES
-------------------
Salaries, employee leasing and related 661,597 444,352
Advertising 51,157 106,183
Commissions and consulting compensation 478,448 57,743
Insurance 50,869 25,252
Office and general 61,322 56,746
Professional fees 166,190 55,676
Repairs and maintenance 10,042 5,562
Rent 138,259 110,923
Repossession costs 34,707 53,310
Telephone and utilities 109,157 81,260
Travel 73,468 59,749
Other operating 60,332 67,455
------------ -----------

Total operating expenses 1,895,548 1,124,211
--------------------------
----------------------------------------------------- ------------ -----------

OPERATING INCOME (LOSS) (1,681,010) (490,733)
------------ -----------

OTHER EXPENSES
---------------
Interest expense (516,447) (278,050)
Depreciation and Amortization expense (101,768) (31,009)
Bad debt (347,697) (60,831)
Loan payment deferrals -0- (8,750)
------------ -----------

Total other expenses (965,912) (378,640)
---------------------- ------------ -----------

NET LOSS
Before Federal Income Tax Benefit (2,646,922) (869,373)
--------------------------------- ------------ -----------

PROVISION FOR INCOME TAX BENEFIT -0- -0-
------------ -----------

NET LOSS APPLICABLE TO COMMON SHARES $(2,646,922) $ (869,373)
============ ===========

NET LOSS PER BASIC AND DILUTED SHARES $ (0.05) $ (0.06)
============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 50,964,740 14,976,794
============ ===========

See Accompanying Notes to Consolidated Financial Statements

Page 4
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

COMMON STOCK
$.001 PAR VALUE ADDITIONAL TOTAL
--------------------- PAID-IN STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT DEFICIT
------------- ------- ----------- ------------ -------------

Balance
January 1, 1998 13,418,027 $ 13,418 $ 121,992 $ (654,133) $ (518,723)

Issuance of
Common Stock- 1,628,675 1,629 421,420 - 423,049
Private Placement

Issuance of
Common Stock
Net Commission
Compensation-
Private Placement 500,000 500 19,500 - 20,000

Issuance of
Common Stock-
Loan Payment
Deferral 875,000 875 7,875 8,750

Issuance of
Common Stock-
Goods and Services 72,500 72 2,828 2,900 725

Net Loss - - - (869,373) (869,373)
------------- ------- ----------- ------------ -----------

Balance
December 31,
1998 16,494,202 16,494 573,615 (1,523,506) (933,397)

Issuance of
Common Stock-
Convertible
Notes - Net 2,054,480 2,054 257,946 - 260,000

Issuance of
Common Stock-
Consulting
Compensation 5,050,000 5,050 297,950 - 303,000

Issuance of
Common Stock-
Principals'
Consideration 15,097,000 15,097 135,873 - 150,970

Issuance of
Common Stock-
Loan Costs 29,500,000 29,500 265,500 - 295,000

Issuance of
Common Stock-
Private Placement 18,757,004 18,757 595,751 614,508

Net Loss (2,646,922) (2,646,922)
------------ -------- ----------- ------------ -----------

Balance
December 31,
1999 86,952,686 $ 86,952 $2,126,635 $(4,170,428) $(1,956,841)
============ ======== =========== ============ ============

See Accompanying Notes to Consolidated Financial Statements

Page 5
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

DECEMBER 31,
--------------------------
1999 1998
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES
----------------------------------------
Net Loss $(2,646,922) $ (869,373)
------------ ------------
Adjustments to reconcile net loss to net cash
used in operating activities:
------------------------------------------------
Depreciation and Amortization 101,768 31,009
Provision for doubtful accounts 367,076 60,831
Deferred Income Tax Benefit -0- -0-
Non cash transactions associated
with com.stock issuance 453,970 31,650

Changes in assets and liabilities:
(Increase)Decrease in customer loans
receivable - net 101,827 49,257
(Increase) in loans other and
prepaid expenses (467,000) -
(Increase)in deposits and other (399) -
Increase in accounts
payable and accrued expenses 238,981 4,041
------------ ------------

Total adjustments 796,223 176,788
------------------ ------------ ------------

Net cash(used in)operating activities (1,850,699) (692,585)
----------------------------------------- ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
----------------------------------------
Capital expenditures (11,992) (58,422)
------------ ------------

Net cash (used in) investing activities (11,992) (58,422)
----------------------------------------- ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
----------------------------------------
Proceeds from issuance of long-term debt 1,280,287 583,952
Proceeds from issuance of common stock and
paid in capital 874,508 423,049
Principle payments on long-term debt (542,523) (168,431)
Increase (decrease) in officer's loans - net 257,161 (90,100)
------------ ------------

Net cash provided by financing activities 1,869,433 748,470
------------------------------------------
-------------------------------------------- ------------ ------------

NET INCREASE (DECREASE) IN CASH AND CASH

EQUIVALENTS 6,742 (2,537)
--------------- ------------ ------------

CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD 2,984 5,521
--------------------------------------------- ------------ ------------

CASH AND CASH EQUIVALENTS-END OF PERIOD $ 9,726 $ 2,984
----------------------------------------- ============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR:
Interest Expense $ 432,369 270,250
============ ============

See Accompanying Notes to Consolidated Financial Statements

Page 6
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

DECEMBER 31,
---------------------
1999 1998
----------- --------
SUPPLEMENTAL SCHEDULE OF NON CASH
FINANCING ACTIVITIES
Issuance of common stock - loan costs $ 295,000 $ -0-
Issuance of common stock for commissions and
consulting expenses 303,000 20,000
Issuance of common stock for loan payment deferral -0- 8,750
Issuance of common stock for goods and services -0- 2,900
Issuance of common stock - principals consideration 150,970 -0-
---------- ---------
$ 748,970 31,650
========== =========

See Accompanying Notes to Consolidated Financial Statements

Page 7
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
------------------------------------------------------

Pinnacle Business Management, Inc. is an integrated consumer finance and E-
commerce technology developer. The company operates title loan and paycheck
advance locations. Fast Title Loans, Inc. (FTL)is a wholly owned subsidiary
of Pinnacle Business Management, Inc. Fast Title Loans, Inc. is a consumer
loan company that operates title loan offices in central Florida. The title
loan is an immediate short term cash loan, using the free and clear title
of a person's car or truck as collateral. The loan allows the customer to
retain possession and use of their motor vehicle. Fast Paycheck Advance,
Inc. is a wholly owned subsidiary of Pinnacle Business Management, Inc.
that provides short-term paycheck advances to consumers. The accompanying
financial statements reflect the consolidated operations of the above.

On May 9, 1997, Pinnacle Business Management, Inc. (The "Company") was
incorporated as a wholly owned subsidiary of 300365 BC, Ltd., D/B/A Peaker
Resource Company, a company which was incorporated in British Columbia,
Canada on November 13, 1985. 300365 BC, Ltd. had been inactive for years
due to the lack of working capital. On May 15, 1997, the stockholders of
300365 BC, Ltd. exchanged all of the company's outstanding stock of 300365
BC, Ltd. for the stock of Pinnacle Business Management, Inc. This exchange
was made on a share for share basis. There were no tangible assets of
300365 BC, Ltd. The excess of par value of the common stock issued over the
assets acquired upon the acquisition of the parent was $1,933. After the
exchange of stock, the parent became the wholly owned subsidiary and it was
liquidated and the $1,933 was written off as an extraordinary loss upon the
dissolution of 300365 BC, Ltd.

On October 27, 1997, JTBH Corporation, a wholly owned subsidiary of the
"Company", with no assets, merged with Fast Title Loans, Inc. (FTL) a
Florida corporation. On that date Fast Title Loans, Inc. became the wholly
owned subsidiary of Pinnacle Business Management, Inc. The shares of (FTL)
were converted into common stock $.001 per share, of Pinnacle Business
Management, Inc.

The merger of (FTL) the private company into the public shell company
Pinnacle Business Management, Inc. on October 27, 1997 gave rise to the
private company having effective operating control of the combined company
after the transaction. This was a reverse merger and the costs
associated with were treated as a recapitilization. In 1998, the company
incorporated Fast Paycheck Advance, Inc. as a wholly owned subsidiary.
Also, on December 29, 1997 the Company incorporated Summit Property, Inc.,
a Nevada corporation. This subsidiary has remained inactive, however.

Page 8
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Principles of Consolidation:
------------------------------

The consolidated financial statements include the accounts of the Company
and all of its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Use of Estimates:
-------------------
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 reporting period. Actual results could differ from those
estimates.

Property and Equipment:
-------------------------
Property and equipment are stated at cost. Depreciation is computed
primarily using the straight-line method over the following estimated
useful lives:

YEARS
-----
Improvements 10-40
Furniture and Equipment 5-7

Leasehold Improvements are amortized over their estimated useful lives or
the lives of the related leases, whichever is shorter.

Revenue Recognition:
---------------------
Substantially most of the revenues are derived from interest charged on
consumer financing, title loans and advance paychecks. In 1999 and 1998
the amount of revenues derived from consumer interest on title loans was
$210,424 and $629,346 respectively. The amount of revenues derived from
advance paychecks was $4,114 and $4,132 respectively.

Income Taxes:
--------------
The income tax benefit is computed on the pretax loss based on the current
tax law. Deferred income taxes are recognized for the tax consequences in
future years of differences between the tax basis of assets and liabilities
and their financial reporting amounts at each year-end based on enacted tax
laws and statutory tax rates.

Page 9
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------------------------

Nature of Business and Credit Risk:
----------------------------------------
The company operates in mainly one business segment and primarily earns
interest income on consumer title loans and advanced paychecks. Financial
instruments which potentially subject the company to concentrations of
credit risk are primarily customer loans receivable.

Fair Value of Financial Instruments:
----------------------------------------
The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents, customer loan receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of
the immediate or short-term maturity of these financial instruments. The
carrying amount reported for long-term debt approximates fair value
because, in general, the interest on the underlying instruments fluctuates
with market rates.

Earnings (Loss) Per Share of Common Stock:
------------------------------------------------
Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings
per share (EPS) includes additional dilution from common stock equivalents,
such as stock issuable pursuant to the exercise of stock options and
warrants. Common stock equivalents were not included in the computation of
diluted earnings per share when the company reported a loss because to do
so would have been antidilutive for period presented.

The following is a reconciliation of the computation for basic and diluted EPS:

December 31,
1999 1998
------------------------
Net Loss $(2,646,922) (869,373)
============ ==========

Weighted-average common shares
outstanding (basic) 50,964,740 14,976,794

Weighted-average common stock equivalents:
Stock options: --- ---
Warrants: --- ---
---------- ----------
Weighted -average common shares
outstanding (diluted) 50,964,740 14,976,794
========== ==========

Options and warrants outstanding to purchase stock were not included in the
computation of diluted EPS because inclusion would have been antidilutive.

Statements of Cash Flows:
----------------------------
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.

Advertising and Promotional Costs
------------------------------------
Costs of advertising and promotional costs are expensed as incurred.
Advertising costs were $51,157 and $106,183 in 1999 and 1998, respectively.

Goodwill
--------
Goodwill is amortized over 40 years. Amortization charged to expense was
$6,446 and $6,446 in 1999 and 1998 respectively.

Loan Costs
-----------
Loan costs are being amortized over 36 months. Amortization expense charged
to operations was $73,746 and $0 in 1999 and 1998 respectively.

Reclassification
----------------
Certain amounts in 1998 were reclassified to conform to the 1999
presentation.

Page 10
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 3 - CUSTOMER LOANS RECEIVABLE - NET
-----------------------------------------------
Customer loans receivable, net consists of the following:

December 31,
----------------------
1999 1998
---------- ----------
Customer loans receivable $ 702,881 $ 804,708
Less: Allowance for doubtful accounts 427,907) (60,831)
---------- ----------

Customer loans receivable - Net 274,974 $ 743,877
========== ==========

Customer loans receivable include accrued interest amounts. However,
the Company, due to an unfavorable legislative climate regarding the title
loan industry, reserved an additional $367,076 in bad debt allowance to
account for the write down of accrued interest and loans that they may
not collect.

NOTE 4 - LOANS RECEIVABLE - OTHER
---------------------------------------

Loans receivable dated December 29, 1997 to a company for $25,000
together with interest thereon at the rate of 18% per annum. The principal
balance and accrued interest is due and payable on the earlier of a
private placement being completed in whole or part including but not
limited to any escrow disbursements of any funds to the maker, or March
27, 2000. There were no payments received in 1999 or 1998. The company
has made an allowance for doubtful receivable for the entire loan. The
company has not accrued any interest on this loan for 1999 or 1998.

Demand loan receivable a company for $422,000. Matrix Technology, Inc. is
a holding company for companies that provide advertising and computer
consulting services. This loan is non-interest bearing. Pinnacle management
believes that this will be a profitable investment for the company in the
future. It is anticipated that this loan receivable will be converted into
stock during the year 2000.

NOTE 5 - PROPERTY AND EQUIPMENT, NET
------------------------------------------

Property and equipment, net consists of the following:

1999 1998
---------- ----------

Furniture and Equipment $ 121,914 $ 109,922
Improvements 34,917 34,917
---------- -----------
156,831 144,839
Less: Accumulated depreciation (69,654) (48,078)
---------- ----------

Property and Equipment, Net $ 87,177 $ 96,761
========== ==========

Page 11
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 6 - LINE OF CREDIT
----------------------------

In March 1999, the Company obtained a line of credit with a capital
company to receive up to $1,500,000 of advances. The interest is
payable at 17% per annum. Principal and interest on advances are due
March 1, 2001, with the company having an option to extend the note an
additional one year. At December 31, 1999, the company had $ 863,000
outstanding on the line. The line of credit is collateralized by
7,500,000 shares of the common stock of the company.

NOTE 7 - LONG-TERM DEBT
---------------------------

Long-term debt consists of the following:
DECEMBER 31,
-------------------------
1999 1998
------------ -----------
Note payable lending institution with monthly
interest payable at 14% per annum expiring
February 28, 2000 (see Note 8). $ 538,276 $ 538,276

Note payable investor with monthly interest
payable at 4.5% per month. This note
expires May 14, 1999. This note is
reflected in the balance sheet as a current
liability. 100,000 100,000

Note payable investor with monthly interest
payable at rates varying between 16-36% per
annum, expiring March 1, 2000. 524,880 606,000

Renegotiated note payable investors with
monthly interest payable at rates varying
between 1.5%-6% per month. This loan
expires in December, 2000. 238,597 450,000

Note payable investor with monthly interest
payable at 4%, expiring May 17, 1999. -0- 150,000

Notes payable investor with interest payable
at 18% per annum, expiring February and
March, 1999. -0- 100,000

Note payable investor with interest only
payable at 12% per annum. This note has a
balloon and expires December 31, 2002. 417,287 -0-
------------ -----------
1,819,040 1,944,276

Less: Current Portion (1,401,753) (600,000)
------------ -----------

Net Long-Term Debt 417,287 $1,344,276
============ ===========

Page 12
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 7 - LONG-TERM DEBT (CONTINUED)
----------------------------------------

The non-current portion of long-term debt matures as follows:

2000 $1,401,753
2001 -0-
2002 417,287
----------
1,819,040
==========

The company has negotiated with certain investors to convert long-term debt
to common stock at various negotiated prices predicated on market
value. Long-term debt is substantially collateralized with motor vehicle
titles and the personal guarantees of the officers and the assets
of the company.

NOTE 8 - STOCKHOLDERS' DEFICIT
----------------------------------

The authorized capital stock of the company in 1998 consists of
20,000,000 shares of common stock with par value of $.001. As of December
31, 1998, there were 16,494,202 shares outstanding.

The authorized preferred stock of the company in 1999 and 1998
consists of 50,000,000 and 10,000,000 shares, respectively, with a par
value of $.001 with rights and privileges to be set by the board of
directors. As of December 31, 1999 and 1998, there were no shares issued or
outstanding.

In 1999, the corporation authorized an additional 80,000,000 shares of
common stock with a par value of $.001. As of December 31, 1999, there
were 100,000,000 shares authorized, and 86,952,686 issued and outstanding.

At December 31, 1999 the company had up to 35,322,578 shares (options)
outstanding with a consulting company. Shares may be exercisable at $.25
per share or 30% of the closing bid price, whichever is less. This was for
compensation in arranging the Mail Boxes Etc. account.

Additionally there are 5 year warrants outstanding for investment banking
services rendered to purchase 5,580,000 shares of common stock at $.125
per share. The warrants become due August 18, 2004.

Page 13
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 9 - COMMITMENTS AND CONTINGENCIES
-------------------------------------------

(A) Leases:
-------

The company operates its facilities under certain operating leases. Future
minimum lease commitments under non-cancelable operating leases are as
follows:

2000 $60,372
2001 25,101
-------
85,473
=======

Rent and related expenses under operating leases amounted to $163,299 and
$110,923 for the years ended December 31, 1999 and 1998 respectively.
The company is operating various locations on a month to month basis.

(B) Litigation:
-----------

The company is a defendant involving a claim made in bankruptcy by First
American Reliance, Inc. (FAR) against the company for $800,000, including
9% interest, for amounts loaned and advanced by FAR to the company which
were not repaid. The company has asserted a defense and set off
alleging that monies due to Pinnacle from stock subscriptions in 1998
delivered to FAR were not turned over to the company. It is further alleged
that the claims of the company exceed the sum that FAR claims it is owed by
the company. The company has not accrued any interest on this note for 1999
and 1998 because of the offsets of monies due the company alleged in the
litigation. The lawyers have stated that documentation to fully evaluate
the claims is not presently available. However, the company is contesting
the case vigorously. The company has accrued a liability for $538,276 in
1999 and 1998, respectively.

Secondly, Tyler Jay & Company, L.L.C. commenced an action against the
company asserting a claim for fees and commissions arising from loans made
by FAR described in the previous paragraph. This also includes sums lost by
Tyler Jay allegedly because Tyler Jay was not permitted to complete the
private placement noted above. The sums demanded exceed $500,000 in the
aggregate. Management is vigorously contesting the claim. The company has
asserted claims and defenses that are still in the process of being
evaluated by the attorneys. It is not possible to determine whether there
will be a loss; or, if there is a loss, the extent of the loss.

Page 14
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 10 - RELATED PARTY TRANSACTIONS
-----------------------------------------

The executive officers of the company pledged as collateral 7,500,000
shares of Pinnacle stock to secure personal loans and loaned $696,000 to
the company in 1999. The company in 1999 repaid the officers $439,157.

The officers received under an employment agreement approximately $55,000
and $65,464 each, respectively in 1999 and 1998.

The officers owned 24,102,000 and 9,005,000 common stock shares in 1999
and 1998 respectively.

NOTE 11 - GOING CONCERN
---------------------------

As shown in the accompanying financial statements, the company
incurred substantial net losses for the years ended December 31, 1999 and
1998. Additionally, the company has a $100,000 note payable with an
investor that expired May 14, 1999.

The investor has not called this loan and it is shown as a current
liability. Moreover, the company has debt that will be coming due between
March 1, 2000 and December 31, 2000 without adequate capital available to
repay the debt. The company is negotiating with the investors to either
extend these obligations or convert the debt to equity. However, if these
loans are called, the company's financial condition will be further
negatively impacted. Finally, the company is defending various lawsuit
claims that, if the outcome is unfavorable, would negatively impact the
company. These factors raise substantial doubt about the company's ability
to continue as a going concern.

Additionally, the company, due to an unfavorable legislative climate,
discontinued its title loan business in the third quarter of 2000; and
concentrate on its payday advance business. There is no guarantee whether the
company will be able to generate enough revenue and or raise capital to
support those operations.

Management is working with the certain investors to rework the debt that is
coming due. Additionally, management is vigorously contesting the lawsuits
that have been filed against the company. The company feels that they have
certain offsets against the claims in litigation and does not expect to pay
more than what is reflected on the balance sheet at this time (see note 9).
However, there can be no assurance that the company will be successful in
its efforts to not have the payment of debt accelerated. If the company is
unsuccessful in its efforts, it may be necessary to undertake such other
actions as may be necessary to preserve asset value. The financial
statements do not include any adjustments, other than the current
classification of long-term debt in default, that might result from the
outcome of those uncertainties.

Page 15
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 12 - INCOME TAX BENEFIT
---------------------------------

The benefit for income taxes is as follows:

1999 1998
-------- ---------
Deferred income tax benefit
(Federal only) -0- $ -0-
======== =========

At December 31, 1999 and 1998, the company had net operating loss carry
forwards for U. S. Federal tax purposes available to offset future taxable
income. The company has set up a valuation allowance equal to 100% of the
deferred tax assets.

The net deferred tax assets in the accompanying balance sheets
include the following components:

1999 1998
--------- ---------

Deferred tax assets $ 505,560 $ 505,560
Deferred tax valuation allowance (505,560) (505,560)
--------- ----------

Net deferred tax assets $ -0- $ -0-
========= ==========

NOTE 13- SUBSEQUENT EVENTS
------------------

On February 28,2000, the company, Jeff Turino and Bruce Hall entered into
an agreement and release concerning claims arising from operation of those
officers' employment agreements with the company between 1997 and 2000.
Turino and Hall released the Company from certain performance obligations,
including the waiver of back compensation and bonus amounts. In exchange,
each received 27,500,000 shares of restricted common stock of the Company.
Turino and Hall agreed to perform the remainder of the employment agreement
in accordance with its terms. The company released any claims arising from
the officer's performance of the agreements prior to January 1, 2000.

Due to certain local legislative climate, the company is making efforts in
2000 to discontinue operating the title loan business. With the
implementation of payday advance debit card program, a three year contract
with Mailboxes Etc., and a possible banking alliance, the company is
anticipating expanding its payday advances on a national level.

Page 16
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999 AND 1998

NOTE 13- SUBSEQUENT EVENTS (Continued)
-------------------------------

Additionally, the company secured a national contract with Comdata through
their banking affiliates. This contract allows the distribution of debit
cards at the point of sale location. Subsequently, the company is in
negotiation with its competitors to allow them to use the debit card
system. This transforms the competitors into vendors and allows revenue on
a broader basis. Management anticipates putting forth its efforts to expand
the payday advance basis through physical locations and the Internet on a
national basis to increase company value.

On March 3, 2000 the company entered into a consulting agreement with
certain professionals and completed an acquisition via a stock exchange
agreement with MAS Acquisition XIX Corporation, a publicly held reporting
entity. MAS Acquisition XIX Corporation is inactive at this time. After the
stock exchange Pinnacle owns 100% of MAS Acquisition XIX Corp.

NOTE 14- RESTATEMENT OF EQUITY, CAPITAL AND EXPENSES
------------------------------------------------

The company issued common stock in 1999 and 1998 for the payment of
consulting compensation, commission expenses, loan costs, loan deferral
payments and goods and services. Management has restated those certain
items to recognize the intrinsic and intangible value of that stock issued.
Management originally booked those transactions at book value which
approximates zero.

Additionally, management recorded a 100% valuation of its deferred assets
recorded on its books. The retained deficit of 1997 was increased by
$220,734. The effect on 1998 was to increase the net deficit by $284,826.

Additionally, the company in 1999 recognized $28,500 in additional
compensation expense associated with raising capital. Finally, the company
recorded $150,970 as principals consideration for the value of the stock
received by them.

The effect of the restated items increased the company's loss for
1999 and 1998 as originally stated on April 26, 2000 by $556,216 and
$316,476, respectively.

<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999

INDEX TO FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS:

ACCOUNTANT'S REVIEW REPORT 1

BALANCE SHEETS AS OF MARCH 31, 2000 AND 1999 2-3

STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND 1999 4

STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND 1999 5

STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND 1999 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-16

<PAGE>
ACCOUNTANT'S REVIEW REPORT
--------------------------

Pinnacle Business Management, Inc.
Clearwater, Florida

We have reviewed the accompanying consolidated balance sheets of Pinnacle
Business Management, Inc. and Subsidiaries as of March 31, 2000 and 1999, and
the related consolidated statements of operations, stockholders' deficit, and
cash flows for the three months then ended, in accordance with Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Pinnacle Business Management, Inc.

A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
consolidated financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.

As discussed in Note 9 and 11, certain conditions indicate that the company
may be unable to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments to the financial statements
that might be necessary should the company be unable to continue as a going
concern.

As discussed in Note 14 to the financial statements, the company's March
31, 2000 professional fees was previously reported as $73,359 and should have
been $210,609. This discovery was made subsequent to the issuance of the
financial statements. The financial statements have been restated to reflect
this correction. As discussed in Note 15, the company made certain changes to
its beginning stockholder's deficit at January 1, 2000 and 1999 to account for
prior period adjustments.

/s/ BAGELL, JOSEPHS & CO., L.L.C.
-----------------------------------------------------
BAGELL, JOSEPHS & CO., L.L.C
Certified Public Accountants

Gibbsboro, New Jersey

May 10, 2000, except for Note 14, as to which the date is August 10,2000 and
Note 15, as to which the date is December 3, 2000.

Page 1
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS
------
MARCH 31,
------------------------
2000 1999
------------ -----------
CURRENT ASSETS
---------------
Cash and cash equivalents $ 56,944 $ 67,776
Customer loans receivable, net 277,477 704,109
Loans Receivable - Other 423,000 -
Prepaid Expenses 41,250 -
------------ -----------
Total Current Assets 798,671 771,885
------------ -----------
PROPERTY AND EQUIPMENT 166,005 152,568
Less accumulated depreciation (74,654) (48,467)
------------ -----------
Total net property and equipment 91,351 104,101

OTHER ASSETS
-------------

Investment 135,000 -
Unamortized goodwill 236,498 243,333
Security deposits 13,658 7,424
Officer loan receivable - 35,426
Loan costs, less amortization 196,671 -

Total Other Assets ------------ -----------
581,827 286,183
------------ -----------

TOTAL ASSETS $1,471,849 $1,162,169
------------- =========== ===========

See Accompanying Notes and Accountants' Report

Page 2
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' DEFICIT
----------------------------------------

MARCH 31,
------------------------
2000 1999
----------- -----------
CURRENT LIABILITIES
--------------------
Accounts payable and accrued expenses $ 430,429 $ 152,377
Current portion of long-term debt 1,390,928 1,204,526
-------------- -----------
Total current liabilities 1,821,357 1,356,903
-------------- -----------
LONG-TERM LINE OF CREDIT 1,068,000 150,000
NOTES PAYABLE - OFFICERS' 300,360 -
LONG-TERM DEBT, LESS CURRENT PORTION 547,287 700,000
-------------- -----------
Total long-term liabilities 1,915,647 850,000
-------------- -----------
TOTAL LIABILITIES 3,737,004 2,206,903
-------------- -----------

COMMITMENTS AND CONTINGENCIES
-------------------------------
STOCKHOLDERS' DEFICIT
----------------------
Preferred stock, par value of $.001;
authorized 50,000,000 and 50,000,000 in
March 31, 2000 and 1999; issued and
outstanding none $ - $ -
Common stock, par value of $.001;
authorized 200,000,000 and 100,000,000
shares of common stock and 157,262,589
and 74,429,610 shares of common stock
issued and outstanding $ 157,262 74,429
Additional paid-in capital 2,328,575 673,680
Deficit (4,750,992) (1,792,843)
-------------- -----------
Total stockholders' deficit (2,265,155) (1,044,734)
-------------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 1,471,849 $1,162,169
============== ===========

See Accompanying Notes and Accountants' Report

Page 3
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

MARCH 31,
-------------------------
2000 1999
------------ -----------
OPERATING REVENUE
------------------
Revenue $ 62,681 $ 110,931
------------ -----------
OPERATING EXPENSES
-------------------
Salaries, employee leasing and related 154,994 99,794
Advertising 7,386 8,070
Commissions 13,000 16,906
Office and general 10,776 13,433
Professional fees 210,609 17,849
Repairs and maintenance 1,243 2,914
Rent 38,482 44,314
Repossession costs 8,734 10,344
Telephone and utilities 27,696 33,043
Travel 32,400 26,623
Other operating 35,392 22,941
------------ -----------
Total operating expenses 540,712 296,231
----------------------------------------------------- ------------ -----------
OPERATING (LOSS) (478,031) (185,300)
----------------------------------------------------- ------------ -----------
OTHER EXPENSES
-----------------------------------------------------
Interest expense ( 70,950) ( 77,032)
Depreciation and Amortization expense (31,583) ( 7,005)
Bad debt - -
------------ -----------
TOTAL OTHER EXPENSES (102,533) (84,037)
----------------------------------------------------- ------------ -----------
NET LOSS
Before Federal Income Tax Benefit ( 580,564) (269,337)
----------------------------------------------------- ------------ -----------
PROVISION FOR INCOME TAX BENEFIT - -
------------ -----------
NET LOSS APPLICABLE TO COMMON SHARES $( 580,564) $ (269,337)
============ ===========
NET LOSS PER BASIC AND DILUTED SHARES $ (0.007) $ (0.008)
============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 86,952,686 32,970,767
----------------------------------------------------- ============ ===========

See Accompanying Notes and Accountants' Report

Page 4
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

COMMON STOCK
$.001 PAR VALUE ADDITIONAL TOTAL
-------------------- PAID-IN STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT DEFICIT
----------- -------- ----------- ------------ ----------

1999
----
Balance
January 1, 1999 16,494,206 $ 16,494 $ 573,615 $(1,523,506) $ (933,397)

Issuance of
Common Stock-
Private Placement 57,935,408 57,935 100,065 - 158,000

Net Loss - - - (269,337) (269,337)
----------- -------- ----------- ------------ -----------
Balance
March 31,
1999 74,429,610 74,429 $ 673,680 $(1,792,843) $(1,044,734)
=========== ======== ========== ============ ============
2000
----

Balance
January 1,
2000 86,952,686 $ 86,952 $2,126,635 $(4,170,428) $(1,956,841)

Issuance of
Common Stock
for legal and
consulting services
at $.09 per share 1,525,000 1,525 135,725 - 137,250

Issuance of
Common Stock
in lieu of
officer's settlement
at book value 55,000,000 55,000 (55,000) - -

Issuance of
Common Stock
for MAS Acquisition
XIX, Corp. 1,500,000 1,500 133,500 - 135,000

Issuance of
Common Stock
cancelled for
non-payment
of options 12,284,903 12,285 (12,285) - -

Net Loss - - - (580,564) (580,564)
----------- -------- ----------- ------------ -----------
Balance
March 31,
2000 157,262,589 $157,262 $2,328,575 $(4,750,992) $(2,265,155)
=========== ======== ========== ============ ============

See Accompanying Notes and Accountants' Report

Page 5
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

MARCH 31,
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
----------------------------------------------------
Net Loss $ (580,564) $ (269,337)
----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
----------------------------------------------------
Depreciation and Amortization 31,583 7,005
Provision for doubtful accounts - 24,774
Deferred Income Tax Benefit - -
Stock issued for consulting services 137,250

CHANGES IN ASSETS AND LIABILITIES:
(Increase)Decrease in customer loans
receivable - net (2,503) 14,994
(Increase) in loans other and
prepaid expenses 2,750 -
(Increase)in deposits and other (1,263) (433)
Increase in accounts
payable and accrued expenses 111,665 72,594
----------- -----------

Total adjustments 279,482 118,934
--------------------------------------------------- ----------- -----------

Net cash provided by (used in) operating activities (301,082) (150,403)
--------------------------------------------------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
---------------------------------------------------
Capital expenditures (9,174) (7,729)
----------- -----------

Net cash (used in) investing activities (9,174) (7,729)
--------------------------------------------------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
---------------------------------------------------
Proceeds from issuance of long-term debt and
line of credit 335,000 150,000
Proceeds from issuance of common stock and
paid in capital - 158,000
Principle payments on long-term debt (10,825) (39,750)
Increase (decrease) in officer's loans - net 33,299 (45,326)
----------- -----------
Net cash provided by financing activities 357,474 222,924
--------------------------------------------------- ----------- -----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 47,218 64,792
--------------------------------------------------- ----------- -----------
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD 9,726 2,984
--------------------------------------------------- ----------- -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD 56,944 67,776
--------------------------------------------------- =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE YEAR FOR:
Interest Expense $ 3,700 $ 26,000
=========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES
Issuance of Common Stock for
Consulting Services $ 137,250 $ -
Issuance of Common Stock for =========== ==========
Investment $ 135,000 $ -
=========== ==========

See Accompanying Notes and Accountants' Report

Page 6
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 and 1999

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
------------------------------------------------------

The consolidated reviewed interim financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary for fair
presentation of the information contained therein.

Pinnacle Business Management, Inc. is an integrated consumer finance and E-
commerce technology developer. The company operates title loan and paycheck
advance locations. Fast Title Loans, Inc.(FTL) is a wholly owned subsidiary
of Pinnacle Business Management, Inc. Fast Title Loans, Inc. is a consumer
loan company that operates title loan offices in central Florida. The title
loan is an immediate short term cash loan, using the free and clear title
of a person's car or truck as collateral. The loan allows the customer to
retain possession and use of their motor vehicle. Fast Paycheck Advance,
Inc. is a wholly owned subsidiary of Pinnacle Business Management, Inc.
that provides short-term paycheck advances to consumers. The accompanying
financial statements reflect the consolidated operations of the above.

Page 7
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 and 1999

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
-------------------------------------------------------------------

The merger of (FTL) the private company into the public shell company
Pinnacle Business Management, Inc. on October 27, 1997 gave rise to the
private company having effective operating control of the combined company
after the transaction. This was a reverse merger and the costs
associated with were treated as a recapitilization. On February 9, 1998,
the company incorporated Fast Paycheck Advance, Inc., a Florida corporation
as a wholly owned subsidiary. Also, on December 29, 1997 the Company
incorporated Summit Property, Inc., a Nevada corporation. This subsidiary
has remained inactive, however.

On March 3, 2000, the Company acquired 100% of the issued and outstanding
common stock of MAS Acquisition XIX Corp., an inactive registrant,
reporting company. Pinnacle became the parent corporation of MAS
Acquisition XIX Corp. when it exchanged 1,500,000 shares of its common
stock for 8,250,000 shares of MAS Acquisition XIX Corp. An investment of
$135,000 was recorded.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------

Principles of Consolidation:
----------------------------

Use of Estimates:
-------------------

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 reporting period. Actual results could differ from those
estimates.

Page 8
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------------------------
Property and Equipment:
-------------------------

Property and equipment are stated at cost. Depreciation is computed
primarily using the straight-line method over the following estimated
useful lives:

YEARS
-----
Improvements 10-40
Furniture and Equipment 5-7

Leasehold Improvements are amortized over their estimated useful lives or
the lives of the related leases, whichever is shorter.

Revenue Recognition:
---------------------

Substantially most of the revenues are derived from interest charged on
consumer financing, title loans and advance paychecks.

Income Taxes:
--------------

The income tax benefit is computed on the pretax loss based on the current
tax law. Deferred income taxes are recognized for the tax consequences in
future years of differences between the tax basis of assets and liabilities
and their financial reporting amounts at each year-end based on enacted tax
laws and statutory tax rates.

Nature of Business and Credit Risk:
----------------------------------------

The company operates in mainly one business segment and primarily earns
interest income on consumer title loans and advanced paychecks. Financial
instruments which potentially subject the company to concentrations of
credit risk are primarily customer loans receivable.

Fair Value of Financial Instruments:
----------------------------------------

The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents, customer loan receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of
the immediate or short-term maturity of these financial instruments. The
carrying amount reported for long-term debt approximates fair value
because, in general, the interest on the underlying instruments fluctuates
with market rates.

Page 9
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

Earnings (Loss) Per Share of Common Stock:
------------------------------------------------

Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings
per share (EPS) includes additional dilution from common stock equivalents,
such as stock issuable pursuant to the exercise of stock options and
warrants. Common stock equivalents were not included in the computation of
diluted earnings per share when the company reported a loss because to do
so would have been antidilutive for periods presented.

The following is a reconciliation of the computation for basic and diluted EPS:

March 31,
2000 1999
--------------------------
Net Loss $ (580,564) (269,337)
============ ============

Weighted-average common shares
outstanding (basic) 86,952,686 32,970,767

Weighted-average common stock equivalents:
Stock options: --- ---
Warrants: --- ---
------------ ------------
Weighted -average common shares
outstanding (diluted) 86,952,686 32,970,767
============ ============

Options and warrants outstanding to purchase stock were not included in the
computation of diluted EPS because inclusion would have been antidilutive.

Statements of Cash Flows:
----------------------------

For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.

Advertising and Promotional Costs
------------------------------------

Costs of advertising and promotional costs are expensed as incurred.
Advertising costs were $7,386 and $8,070 in 2000 and 1999, respectively.

Goodwill
--------

Goodwill is amortized over 40 years. Amortization charged to expense was
$1,612 and $1,612 in 2000 and 1999 respectively.

Loan Costs
-----------

Loan costs are being amortized over 36 months. Amortization expense
charged to operations in March 31, 2000 and 1999 was $24,583 and $0
respectively.

Reclassification
----------------

Certain items in March, 1999 were reclassified to conform to the March,
2000 presentation.

NOTE 3 - CUSTOMER LOANS RECEIVABLE - NET
-----------------------------------------------

Customer loans receivable, net consists of the following:

MARCH 31,
------------
2000 1999
---------- ----------
Customer loans receivable $ 705,384 $ 789,717
Less: Allowance for doubtful accounts (427,907) (85,608)
---------- ----------

Customer loans receivable - Net 277,477 $ 704,109
========== ==========

Page 10
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 4 - LOANS RECEIVABLE - OTHER
---------------------------------------

Loan receivable dated December 29, 1997 to a company for $25,000
together with interest thereon at the rate of 18% per annum. The principal
balance and accrued interest is due and payable on the earlier of a
private placement being completed in whole or part including but not
limited to any escrow disbursements of any funds to the maker, or March
27, 2000. There were no payments received in 2000 or 1999. The company
has made an allowance for doubtful receivable for the entire loan. The
company has not accrued any interest on this loan for 2000 or 1999.

Demand loan receivable a company for $423,000. This loan is non-interest
bearing. The company is performing outside consulting for a start up
company. It is anticipated that this loan receivable will be converted
into equity during the calendar year 2000.

NOTE 5 - PROPERTY AND EQUIPMENT, NET
------------------------------------------

Property and equipment, net consists of the following:

MARCH 31,
2000 1999
---------- -----------

Furniture and Equipment $ 131,088 $ 117,651
Improvements 34,917 34,917
---------- -----------
166,005 152,568

Less: Accumulated depreciation (75,654) ( 48,467)
---------- -----------

Property and Equipment, Net $ 91,351 $ 104,101
========== ===========

NOTE 6 - LINE OF CREDIT
----------------------------

In March 1999, the company obtained a line of credit with a capital
company to receive up to $1,500,000 of advances. The interest is
payable at 17% per annum. Principal and interest on advances are due
March 1, 2001, with the company having an option to extend the note an
additional one year. At March 31, 2000 and 1999, the company had
$1,068,000 and $150,000 outstanding on the line, respectively. The line
of credit is collateralized by 7,500,000 shares of the common stock of the
company.

Page 11
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 and 1999

NOTE 7 - LONG-TERM DEBT
---------------------------

Long-term debt consists of the following:
MARCH 31,
2000 1999
------------ ------------
Note payable lending institution with monthly
interest payable at 14% per annum expiring
February 28, 2000 (see Note 11). $ 538,276 $ 538,276

Note payable investor with monthly interest
payable at 4.5% per month. This note
expires May 14, 1999. 100,000 100,000

Note payable investor with monthly interest
payable at rates varying between 16-36% per
annum, expiring March 1, 2000. 514,055 566,250

Renegotiated note payable investors with
monthly interest payable at rates varying
between 1.5%-6% per month. This loan
expires in December, 2000. 238,597 450,000

Note payable investor with monthly interest
payable at 4%, expiring May 17, 1999. -0- 150,000

Notes payable investor with interest payable
at 18% per annum, expiring February and
March, 1999. -0- 100,000

Note payable investor with interest only
payable at 12% per annum. This note has a
balloon and expires December 31, 2002. 547,287 -0-
------------ ------------
$ 1,938,215 $ 1,904,526

Less: Current Portion (1,390,928) (1,204,526)
------------ ------------

Net Long-Term Debt $ 547,287 $ 700,000
============ ============

The non-current portion of long-term debt
matures as follows:

March 31,
-----------

2000 $1,390,928
2001 -0-
2002 547,287
----------

$1,938,215
==========

The company is negotiating with certain investors to convert long-term debt
to common stock at various negotiated prices predicated on market
value. Long-term debt is substantially collateralized with motor vehicle
titles and the personal guarantees of the officers and the assets
of the company.

Page 12
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 8 - STOCKHOLDERS' DEFICIT
---------------------------------

The authorized preferred stock of the company in 2000 and 1999 consists of
50,000,000 and 50,000,000 shares, respectively, with par value of $.001
with rights and privileges set by the board of directors. As of March 31,
2000 and 1999 there were no shares outstanding.

As of March 31, 2000 and March 31, 1999 there were 200,000,000 and
100,000,000 shares of common stock authorized and 157,262,589 and
74,429,610 shares of common stock issued and outstanding.

At March 31, 2000, the company had up to 35,322,578 shares (options)
outstanding with a consulting company. Shares may be exercisable at $.25
per share or 30% of the closing bid price, whichever is less.

Additionally there are 5 year warrants outstanding for investment banking
services rendered to purchase 5,580,000 shares of common stock at $.125
per share. The warrants become due August 18, 2004.

NOTE 9 - COMMITMENTS AND CONTINGENCIES
-------------------------------------------

(A) Leases:
-------

The company operates its facilities under certain operating leases. Future
minimum lease commitments under non-cancelable operating leases are as
follows:

2000 $60,372
2001 25,101
-------
$85,473
=======

Rent and related expenses under operating leases amounted to $38,482 and
$44,314 for the years ended March 31, 2000 and 1999 respectively.
The company is operating various locations on a month to month basis.

Page 13
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
--------------------------------------------------------

(B) Litigation:
-----------

The company is a defendant involving a claim made in bankruptcy by First
American Reliance, Inc. (FAR) against the company for $800,000, including
9% interest, for amounts loaned and advanced by FAR to the company which
were not repaid. The company has asserted a defense and set off
alleging that moneys due to Pinnacle from stock subscriptions in 1998
delivered to FAR were not turned over to the company. It is further alleged
that the claims of the company exceed the sum that FAR claims it is owed by
the company. The company has not accrued any interest on this note for 1999
and 1998 because of the offsets of moneys due the company alleged in the
litigation. The lawyers have stated that documentation to fully evaluate
the claims is not presently available. However, the company is contesting
the case vigorously. The company has accrued a liability for $538,276 in
2000 and 1999, respectively.

NOTE 10 - RELATED PARTY TRANSACTIONS
-----------------------------------------

February 28, 2000, the Company, Jeff Turino, and Bruce Hall entered into an
Agreement and Release concerning claims arising from operation of those
Officers' employment agreements with the Company between 1997 and 2000.
Turino and Hall released the Company from certain performance obligations,
including the waiver of back compensation and bonus amounts. In exchange,
each received 27,500,000 shares of restricted common stock of the Company.
Turino and Hall agreed to perform the remainder of the employment agreement
in accordance with its terms. The Company released any claims arising from
the Officers' performance of the agreements prior to January 1, 2000.

The Officers as of March 31, 2000, had a note payable due them from the
Company of $300,360. As of March 31, 1999 the officers owed $35,426 to the
Company; this was subsequently repaid.

Page 14
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 11 - GOING CONCERN
---------------------------

As shown in the accompanying financial statements, the company incurred net
losses for the three months ended March 31, 2000 and 1999. Additionally,
the company has a $100,000 note payable with an investor that expired May
14, 1999.

Additionally, due to an unfavorable legislative climate, the company plans
to close down its title loan business and concentrate on its payday advance
business. There is no guarantee whether the company will be able to
generate enough revenue and/or raise capital to support those operations.

Page 15
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 AND 1999

NOTE 12 - INCOME TAX BENEFIT
---------------------------------

There was no income tax benefit recognized at March 31, 2000 or 1999.

The net deferred tax assets in the accompanying balance sheets include the
following components:

2000 1999
-------- ---------
Deferred tax assets $505,560 $505,560
Deferred tax
valuation allowance (505,560) (505,560)
--------- ---------

Net deferred
tax assets $ -0- $ -0-
========= ==========

NOTE 13 - SUBSEQUENT EVENTS
-------------------------------

Due to certain local legislative climate, the company is making efforts in
2000 to discontinue operating in the title loan business. With the
implementation of payday advance debit card programs and a three year
contract with Mailboxes, Etc., the company is anticipating on expanding its
payday advances on a national level.

NOTE 14 - PROFESSIONAL FEES
-------------------------------

The company has restated their professional fees at March 31, 2000 to
include $137,250 for legal and consulting services paid in Pinnacle stock
to MRC Legal Services Corporation, in connection with the acquisition of
MAS Acquisition XIX Corp. Both Pinnacle and MRC Legal Services Corporation
agreed that the value of the 1,525,000 shares of stock issued to MRC Legal
Services Corporation would be a discounted market value of 9 cents per
share at that time.

NOTE 15 - PRIOR PERIOD ADJUSTMENT AND RESTATEMENT
--------------------------------------------------------

The company restated the January 1, 2000 and 1999 stockholder's deficit to
account for certain equity, capital and expense items adjusted for in prior
years. These adjustments were substantially made to revalue certain
transactions recorded at book value which approximates zero. Additionally,
amortization of loan costs was charged in March 31, 2000 of $24,583.

Page 16
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES

FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD
JUNE 30, 2000

INDEX TO FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL INFORMATION

BALANCE SHEETS AS OF JUNE 30, 2000 AND 1999
(UNAUDITED)

STATEMENT OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) AND
THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)

STATEMENTS OF CASH FLOW FOR THE SIX MONTHS
ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS
------
JUNE 30,
-------------------------
2000 1999
----------- ------------
CURRENT ASSETS
---------------
Cash and cash equivalents $ 54,450 $ 3,060
Customer loans receivable, net 243,339 557,224
Loans Receivable - Other 423,000 85,000
Prepaid Expenses 37,500 30,881
----------- ------------
Total Current Assets 758,289 676,165
----------- ------------
PROPERTY AND EQUIPMENT 169,731 153,572
Less accumulated depreciation (83,650) (55,467)
----------- ------------
Total net property and equipment 86,081 98,105

OTHER ASSETS
-------------

Investment 135,000 -
Unamortized goodwill 235,498 241,722
Security deposits 8,958 7,424
Officer loan receivable - 49,564
Loan costs, less amortization 172,088 270,417
Total Other Assets ----------- ------------
551,544 569,127
----------- ------------

TOTAL ASSETS $1,395,914 $1,343,397
------------- =========== ===========

See Accompanying Notes to Consolidated Financial Statements

Page 1
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

LIABILITIES AND STOCKHOLDERS' DEFICIT
----------------------------------------

JUNE 30,
--------------------------
2000 1999
------------ ------------
CURRENT LIABILITIES
--------------------
Accounts payable and accrued expenses $ 446,341 $ 122,218
Current portion of long-term debt 1,545,928 1,162,401
------------ ------------
Total current liabilities 1,992,269 1,284,619
------------ ------------
LONG-TERM LINE OF CREDIT 1,068,000 518,000
NOTES PAYABLE - OFFICERS' 280,623 -
LONG-TERM DEBT, LESS CURRENT PORTION 1,013,636 450,000
------------ ------------
Total long-term liabilities 2,362,259 968,000
------------ ------------
TOTAL LIABILITIES 4,354,528 2,252,619
------------ ------------

COMMITMENTS AND CONTINGENCIES
-------------------------------
STOCKHOLDERS' DEFICIT
----------------------
Preferred stock, par value of $.001;
authorized 50,000,000 and 50,000,000 in
June 30, 2000 and 1999; issued and
outstanding none $ - $ -
Common stock, par value of $.001;
authorized 300,000,000 and 100,000,000
shares of common stock; 152,209,622
and 84,449,000 shares of common stock
issued and outstanding $ 152,210 84,449
Additional paid-in capital 2,233,630 1,628,049
Deficit (5,344,454) (2,621,720)
------------ ------------
Total stockholders' deficit (2,958,614) (909,222)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 1,395,914 $ 1,343,397
============ ============

See Accompanying Notes to Consolidated Financial Statements

Page 2
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ---------------------------
2000 1999 2000 1999
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
OPERATING REVENUE
------------------
Revenue $ 69,683 $ 150,706 $ 7,002 $ 39,775
------------- ------------ ------------- ------------
OPERATING EXPENSES
-------------------
Salaries, employee leasing
and related 354,160 373,968 199,166 274,174
Advertising 17,621 18,808 10,235 10,738
Commissions 28,692 127,550 15,692 110,644
Office and general 30,531 26,743 19,755 13,310
Professional fees 284,015 76,471 73,406 58,622
Repairs and maintenance 2,629 3,680 1,386 768
Rent 72,258 69,371 33,776 25,055
Repossession costs 13,567 14,240 4,933 3,896
Telephone and utilities 55,617 52,334 27,921 19,291
Travel 44,996 35,127 12,596 8,504
Other operating 86,564 84,033 51,172 61,092
------------- ------------ ------------- ------------
Total operating expenses 990,750 882,325 450,038 586,094
------------- ------------ ------------- ------------
OPERATING (LOSS) (921,067) (731,619) (443,036) (546,319)
-------------------------------- ------------- ------------ ------------- ------------
OTHER EXPENSES
--------------------------------
Interest expense (174,948) (172,290) (103,998) (95,258)
Depreciation and
Amorizitation expense (66,326) (41,805) ( 34,743) (34,800)
Bad debt (11,685) (152,500) ( 11,685) (152,500)
------------- ------------ ------------- ------------
Total other expenses ( 252,959) (366,595) (150,426) (282,558)
--------------------------------- ------------- ------------ ------------- ------------
NET LOSS
Before Federal Income Tax Benefit (1,174,026) (1,098,214) (593,462) (828,877)
--------------------------------- ------------- ------------ ------------- ------------
PROVISION FOR INCOME TAX BENEFIT - - - -
------------- ------------ ------------- ------------
NET LOSS APPLICABLE TO COMMON SHARES $ (1,174,026) $(1,098,214) (593,462) (828,877)
============= ============ ============= ============
NET LOSS PER BASIC AND DILUTED SHARES $ (.010) $ (.019) $ (.006) $ (.018)
============= ============ ============= ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 117,056,154 58,709,884 102,004,420 45,840,320
--------------------------------- ============= ============ ============= ============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

Page 3
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)

JUNE 30,
-------------------------
2000 1999
------------ -----------

CASH FLOWS FROM OPERATING ACTIVITIES
----------------------------------------------------
Net Loss $(1,174,026) $(1,098,214)
------------ -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
----------------------------------------------------

Depreciation and Amortization 66,326 41,805
Provision for doubtful accounts 11,685 152,500
Stock issued for consulting services 137,250 -0-
Stock issued for principals consideration -0- 150,970

Changes in assets and liabilities:
(Increse)Decrease in customer loans
receivable - net 19,950 34,153
(Increase) in loans other ( 1,000) (85,000)
(Increase)in deposits and other prepaids 10,937 (26,309)
Increase in accounts payable and
accrued expenses 127,577 42,435
------------ -----------

Total adjustments 372,725 310,554
--------------------------------------------------- ------------ -----------

Net cash provided by (used in) operating activities (801,301) (787,660)
--------------------------------------------------- ------------ -----------

CASH FLOWS FROM INVESTING ACTIVITIES
---------------------------------------------------
Capital expenditures (12,900) (8,733)
------------ -----------

Net cash (used in) investing activities (12,900) (8,733)
--------------------------------------------------- ------------ -----------

CASH FLOWS FROM FINANCING ACTIVITIES
---------------------------------------------------
Proceeds from issuance of long-term debt and
line of credit 856,188 518,000
Proceeds from issuance of common stock and
paid in capital -0- 669,808
Principle payments on long-term debt (10,825) (331,875)
Increase (decrease)in officer's loans - net 13,562 (59,464)
------------ -----------
Net cash provided by financing activities 858,925 796,469
--------------------------------------------------- ------------ -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 44,724 76
--------------------------------------------------- ------------ -----------
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD 9,726 2,984
--------------------------------------------------- ------------ -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD 54,450 3,060
--------------------------------------------------- ============ ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW

CASH PAID DURING THE YEAR FOR:
Interest Expense $ 46,828 $ 96,058
============ ===========
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES
Issuance of common stock - loan costs $ - 295,000
============ ===========
Issuance of common stock - professional fees
consulting services $ 137,250
============ ===========
Issuance of common stock - investment $ 135,000
============ ===========
Issuance of common stock - principals
Consideration $ - $ 150,970
============ ===========

See Accompanying Notes to Consolidated Financial Statements

Page 4
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 and 1999

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
------------------------------------------------------

The consolidated interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary for fair
presentation of the information contained therein.

Pinnacle Business Management, Inc. is an integrated consumer finance and E-
commerce technology developer. The company operates title loan and paycheck
advance locations. Fast Title Loans, Inc.(FTL) is a wholly owned subsidiary
of Pinnacle Business Management, Inc. Fast Title Loans, Inc. is a consumer
loan company that operates title loan offices in central Florida. The title
loan is an immediate short term cash loan, using the free and clear title
of a person's car or truck as collateral. The loan allows the customer to
retain possession and use of their motor vehicle. Fast Paycheck Advance,
Inc. is a wholly owned subsidiary of Pinnacle Business Management, Inc.
that provides short-term paycheck advances to consumers. The accompanying
financial statements reflect the consolidated operations of the above.

Page 5
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED)
JUNE 30, 2000 and 1999
(UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
-------------------------------------------------------------------

The merger of (FTL) the private company into the public shell company
-------------
Pinnacle Business Management, Inc. on October 27, 1997 gave rise to the
private company having effective operating control of the combined company
after the transaction. This was a reverse merger and the costs
associated with were treated as a recapitilization. On February 9, 1998,
the company incorporated Fast Paycheck Advance, Inc., a Florida corporation
as a wholly owned subsidiary. Also, on December 29, 1997, the Company
incorporated Summit Property, Inc., a Nevada corporation. This
subsidiary has remained inactive, however.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------

Principles of Consolidation:
-----------------------------

Use of Estimates:
-------------------

Page 6
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------------------------
Property and Equipment:
-------------------------

Property and equipment are stated at cost. Depreciation is computed
primarily using the straight-line method over the following estimated
useful lives:

YEARS
-----
Improvements 10-40
Furniture and Equipment 5-7

Leasehold Improvements are amortized over their estimated useful lives or
the lives of the related leases, whichever is shorter.

Revenue Recognition:
---------------------

Substantially most of the revenues are derived from interest charged on
consumer financing, title loans and advance paychecks.

Income Taxes:
--------------

Nature of Business and Credit Risk:
----------------------------------------

Fair Value of Financial Instruments:
----------------------------------------

Page 7
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------------------------

Earnings (Loss) Per Share of Common Stock:
------------------------------------------------

The following is a reconciliation of the computation for basic and diluted EPS:

June 30,
2000 1999
-------------------------
Net Loss $(1,174,026) (1,098,214)
=========== ===========

Weighted-average common shares
outstanding (basic) 117,056,154 58,709,884

Weighted-average common stock equivalents:
Stock options: --- ---
Warrants: --- ---
----------- ---------
Weighted -average common shares
outstanding (diluted) 117,056,154 58,709,884
=========== ===========

Options and warrants outstanding to purchase stock were not included in the
computation of diluted EPS because inclusion would have been antidilutive.

Statements of Cash Flows:
----------------------------

Advertising and Promotional Costs
------------------------------------

Costs of advertising and promotional costs are expensed as incurred.
Advertising costs were $17,621 and $18,808 in 2000 and 1999, respectively.

Goodwill
--------

Goodwill is amortized over 40 years. Amortization charged to expense was
$3,224 and $3,224 in 2000 and 1999 respectively.

Loan Costs
-----------

Loan costs are being amortized over 36 months. Amortization expense
charged to operations in June 30, 2000 and 1999 was $49,166 and $24,583
respectively.

Reclassification
----------------

Certain items in June, 1999 were reclassified to conform to the June,
2000 presentation.

NOTE 3 - CUSTOMER LOANS RECEIVABLE - NET
-----------------------------------------------

Customer loans receivable, net consists of the following:

JUNE 30,
------------
2000 1999
---------- ----------
Customer loans receivable $ 253,669 $ 768,055
Less: Allowance for doubtful accounts (10,330) (210,831)
---------- ----------

Customer loans receivable - Net 243,339 $ 557,224
========== ==========

Page 8
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
(UNAUDITED)

NOTE 3 - CUSTOMER LOANS RECEIVABLE - NET (CONTINUED)
------------------------------------------------------------

Customer loans receivable include accrued interest amounts. However,
the Company, due to an unfavorable legislative climate regarding the title
loan industry, reserved in aggregate $10,330 and $210,831 in bad debt
allowance to account for the write down of accrued interest and loans
that are doubtful in 2000 and 1999 respectively. The inactive loan
portfolio has been outsourced to two collection agencies to expedite the
collection process.

NOTE 4 - LOANS RECEIVABLE - OTHER
---------------------------------------

Demand loan receivable a company for $423,000 and $85,000 in 2000 and
1999. This loan is non-interest bearing. The company is performing
outside consulting for a start up company. It is anticipated that this
loan receivable will be converted into stock during the calendar year
2000. The anticipated stock terms are one share of stock for each dollar
loaned to the start up company.

NOTE 5 - PROPERTY AND EQUIPMENT, NET
------------------------------------------

Property and equipment, net consists of the following:

JUNE 30,
2000 1999
---------- -----------

Furniture and Equipment $ 134,814 $ 118,655
Improvements 34,917 34,917
---------- -----------
169,731 153,572

Less: Accumulated depreciation (83,650) ( 55,467)
---------- -----------

Property and Equipment, Net $ 86,081 $ 98,105
========== ===========

NOTE 6 - LINE OF CREDIT
----------------------------

In March 1999, the company obtained a line of credit with a capital
company to receive up to $1,500,000 of advances. The interest is
payable at 17% per annum. Principal and interest on advances are due
March 1, 2001, with the company having an option to extend the note an
additional one year. At June 30, 2000 and 1999, the company had
$1,068,000 and $518,000 outstanding on the line, respectively. The line
of credit is collateralized by 7,500,000 shares of the common stock of the
company.

Page 9
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000 and 1999

NOTE 7 - LONG-TERM DEBT
---------------------------

Long-term debt consists of the following:

Note payable lending institution with monthly
interest payable at 14% per annum expiring
February 28, 2000 (see Note 9). $ 538,276 $ 538,276

Note payable investor with monthly interest
payable at 4.5% per month. This note
expires May 14, 1999. 100,000 100,000

Note payable investor with monthly interest
payable at rates varying between 16-36% per
annum, expiring March 1, 2000. 514,055 524,125

Renegotiated note payable investors with
monthly interest payable at rates varying
between 1.5%-6% per month. This loan
expires in December, 2000. 393,597 450,000

Note payable investor with interest only
payable at 12% per annum. This note has a
balloon and expires December 31, 2002. 1,013,636 -0-
------------- ------------
$ 2,559,564 $ 1,612,401

Less: Current Portion (1,545,928) (1,162,401)
------------- ------------
Net Long-Term Debt $ 1 ,013,636 $ 450,000
============= ============
</TABLE>

The non-current portion of long-term debt
matures as follows:

JUNE 30,
-----------

2000 $1,545,928
2001 -0-
2002 1,013,636
----------

$2,559,564
==========

The company is negotiating with certain investors to convert long-term debt
to common stock at various negotiated prices predicated on market
value.

Page 10
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
(UNAUDITED)

NOTE 8 - STOCKHOLDERS' DEFICIT
----------------------------------

The authorized preferred stock of the company in 2000 and 1999 consists of
50,000,000 and 50,000,000 shares, respectively, with par value of $.001
with rights and privileges set by the board of directors. As of June 30,
2000 and 1999 there were no shares outstanding.

As of June 30, 2000 and June 30, 1999 there were 300,000,000 and
100,000,000 shares of common stock authorized and 152,209,622 and
84,449,000 shares of common stock issued and outstanding.

Additionally, there are 5 year warrants outstanding for investment banking
services rendered to purchase 5,580,000 shares of common stock at $.125
per share. The warrants become due August 18, 2004.

NOTE 9 - COMMITMENTS AND CONTINGENCIES
-------------------------------------------

(A) Leases:
-------

The company operates its facilities under certain operating leases. Future
minimum lease commitments under non-cancelable operating leases are as
follows:
JUNE 30,
---------
2000 $60,372
2001 25,101
-------
$85,473
=======

Rent and related expenses under operating leases amounted to $72,258 and
$69,371 for the years ended June 30, 2000 and 1999 respectively.
The company is operating various locations on a month to month basis.

Page 11
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999

NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
--------------------------------------------------------

(B) Litigation:
-----------

The company is a defendant involving a claim made in bankruptcy by First
American Reliance, Inc. (FAR) against the company for $800,000, including
9% interest, for amounts loaned and advanced by FAR to the company which
were not repaid. The company has asserted a defense and set off
alleging that moneys due to Pinnacle from stock subscriptions in 1998
delivered to FAR were not turned over to the company. It is further alleged
that the claims of the company exceed the sum that FAR claims it is owed by
the company. The company has not accrued any interest on this note for 1999
and 1998 because of the offsets of moneys due the company alleged in the
litigation. The lawyers have stated that documentation to fully evaluate
the claims is not presently available. However, the company is contesting
the case vigorously. The company has accrued a liability for $538,276 in
2000 and 1999, respectively.

NOTE 10 - RELATED PARTY TRANSACTIONS
-----------------------------------------

The officers as of June 30, 2000, had a note payable due them from the
Company of $280,623. As of June 30, 1999 the officers owed $49,565 to the
Company; this was subsequently repaid.

Page 12
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
(UNAUDITED)

NOTE 11 - GOING CONCERN
---------------------------

As shown in the accompanying financial statements, the company incurred net
losses for the six months ended June 30, 2000 and 1999. Additionally, the
company has a $100,000 note payable with an investor that expired May 14,
1999.

Page 13
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2000 AND 1999
(UNAUDITED)

NOTE 12 - INCOME TAX BENEFIT
---------------------------------
There was no income tax benefit recognized at June 30, 2000 or 1999.

The net deferred tax assets in the accompanying balance sheets include the
following components:

2000 1999
-------- ---------
Deferred tax assets $505,560 $505,560
Deferred tax
valuation allowance ($505,560) ($505,560)
--------- ----------

Net deferred
tax assets -0- -0-
========= =========

The company conservatively will not accrue any further income tax Benefit
pending the monitoring of the profitability of its future operations.

NOTE 13 - SUBSEQUENT EVENT
------------------------------

In August 2000, the company cancelled 35,322,578 options shares outstanding
with a consulting company. Hence, the outstanding shares of common stock
have been reduced at June 30, 2000 to 152,209,622.

NOTE 14 - RESTATEMENT OF EQUITY, CAPITAL AND EXPENSES
-------------------------------------------------------------

The company's management has restated certain equity, capital and expense
transactions in December 31, 1999 and 1998. The aggregate of management's
adjustments increased stockholders' deficit by $284,306 and $505,560 in
1999 and 1998 respectively.

Additionally, the company, for the period ended June 30, 2000 and 1999,
recorded additional amortization of loan costs of $49,166 and $24,583
respectively.

Finally, $150,970 was recognized as an expense in June 1999 to record value
given to the principals in the form of common stock.

Page 14
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999

INDEX TO FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEETS AS OF SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) 1-2

STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) AND THE THREE
MONTHS ENDED SEPTEMBER 30,2000 AND 1999 (UNAUDITED) 3

STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) 4

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 5-13

<PAGE>
ASSETS
------
SEPTEMBER 30,
------------------------
2000 1999
--------- ---------
CURRENT ASSETS
----------------
Cash and cash equivalents $ 23,310 $ 25,358
Customer loans receivable, net 241,678 478,831
Loans Receivable - Other 423,000 322,000
Prepaid Expenses 33,750 33,750
--------- -----------
Total Current Assets 721,738 859,939
--------------------------------- --------- -----------
PROPERTY AND EQUIPMENT 273,562 169,281
Less accumulated depreciation (90,654) (64,260)
--------------------------------- --------- -----------
Total net property and equipment 182,908 105,021

OTHER ASSETS
--------------
Investment 135,000 -
Unamortized goodwill -0- 240,110
Security deposits 7,938 7,260
Loan costs- net of amortization 147,505 258,127
Total Other Assets ----------- -----------
290,443 505,497
----------- -----------

TOTAL ASSETS $1,195,089 $1,470,457
---------------------------------- =========== ===========

See Accompanying Notes to Consolidated Financial Statements

Page 1
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
SEPTEMBER 30,
------------------------
2000 1999
----------- -----------
CURRENT LIABILITIES
----------------------------------------
Accounts payable and accrued expenses $ 274,985 $ 143,275
Current portion of long-term debt 638,276 1,163,156
----------- ------------
Total current liabilities 913,261 1,306,431
---------------------------------------- ----------- ------------
LONG-TERM LINE OF CREDIT - 768,000
NOTES PAYABLE - OFFICERS' 383,623 261,989
LONG-TERM DEBT, LESS CURRENT PORTION 2,598,141 488,650
----------- ------------
Total long-term liabilities 2,981,764 1,518,639
---------------------------------------- ----------- ------------
TOTAL LIABILITIES 3,895,025 2,825,070
---------------------------------------- ----------- ------------
COMMITMENTS AND CONTINGENCIES
----------------------------------------
STOCKHOLDERS' DEFICIT
----------------------------------------
Preferred stock, par value of $.001; authorized
50,000,000 and 50,000,000 shares, respectively
in September 30, 2000 and 1999;
issued and outstanding none $ - $ -

Common stock; par value of $.001; authorized
300,000,000 and 100,000,000 shares
of common stock authorized and
184,400,000 and 87,476,986 shares
of common stock issued and outstanding $ 184,400 $ 87,476

Additional paid-in capital 3,201,089 1,812,574
Deficit (6,085,425) (3,254,663)
------------ ------------
Total stockholders' deficit (2,699,936) (1,354,613)
---------------------------------------- ------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 1,195,089 $ 1,470,457
---------------------------------------- ============= ============

See Accompanying Notes to Consolidated Financial Statements

Page 2
<PAGE>
<TABLE>
<CAPTION>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUE
----------------------------
Revenue $ 107,399 $ 207,553 $ 37,716 $ 56,847
------------- ------------ ------------- ------------
OPERATING EXPENSES
----------------------------
Salaries, employee leasing
and related 529,973 512,935 175,813 138,967
Advertising 48,099 23,988 30,478 5,180
Commissions and
consulting expense 54,175 189,503 25,483 61,953
Office and general 36,129 41,379 5,598 14,636
Professional fees 365,913 115,273 81,898 38,802
Repairs and maintenance 2,629 4,478 - 798
Rent 101,981 102,678 29,723 33,307
Repossession costs 22,607 21,446 8,940 7,206
Telephone and utilities 86,286 83,160 30,669 30,826
Travel 52,865 54,127 7,869 19,000
Other operating 122,422 135,370 35,858 51,337
------------- ------------ ------------- ------------
Total operating expenses 1,423,079 1,284,337 432,329 402,012
------------------------------ ------------- ------------ ------------- ------------
OPERATING (LOSS) (1,315,680) (1,076,784) (394,613) (345,165)
------------------------------ ------------- ------------- ------------- ------------
OTHER EXPENSES
------------------------------
Interest expense (254,620) (343,984) (79,672) (171,694)
Depreciation and
Amortization expense (99,583) (57,889) (33,257) (16,084)
Bad debt / Income (11,450) (252,500) 235 (100,000)
------------------------------ ------------- ------------ ------------- ------------
Total other expenses (365,653) (654,373) (112,694) (287,778)
------------------------------ ------------- ------------ ------------- ------------
NET LOSS
Before Impairment of
Goodwill (1,681,333) (1,731,157) (507,307) (632,943)
------------------------------ ------------- ------------ ------------- ------------

IMPAIRMENT OF GOODWILL $ ( 233,664) - (233,664) -
------------- ------------ ------------- ------------
NET LOSS APPLICABLE
TO COMMON SHARES $ (1,914,997) (1,731,157) (740,971) (632,943)
============= ============ ============= ============
NET LOSS PER BASIC AND
DILUTED SHARES $ (.013) (.026) (.004) (.007)
============= ============ ============= ============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING $145,206,224 65,712,450 185,804,811 85,962,993
------------------------------ ============= ============ ============= ============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

Page 3
<PAGE>
<TABLE>
<CAPTION>
PINNACLE BUSINESS MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------------------
Net Loss $ (1,914,997) $(1,731,157)
------------- ------------
Adjustments to reconcile net loss to net cash
used in operating activities:
------------------------------------------------
Impairment of Goodwill 233,664 -
Depreciation and amortization 99,583 57,889
Provision for doubtful accounts 11,450 252,500
Stock issued for consulting services 137,250 -
Stock issued for interest expense 70,000 -

Stock issued for principals consideration - 150,970

Changes in assets and liabilities:
(Increase)Decrease in customer loans
receivable - net 21,846 12,546
(Increase)in loans other (1,000) (322,000)
(Increase)in deposits and other prepaids 15,707 (29,014)
Increase in accounts
payable and accrued expenses (43,779) 63,492
------------- ------------
Total adjustments 544,721 186,383
------------------------------------------------ ------------- ------------
Net cash provided by (used in)
operating activities (1,370,276) (1,544,774)
------------------------------------------------ ------------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (116,731) (24,442)
------------- ------------
Net cash (used in) investing activities (116,731) (24,442)
------------------------------------------------ ------------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt and
line of credit 2,462,854 957,393
Increase from issuance of common stock and
paid in capital - 863,971
Principle payments on long-term debt (1,078,825) (481,863)
Increase decrease)in officer's loans - net 116,562 252,089
------------- ------------
Net cash provided by financing activities 1,500,591 1,591,590
------------------------------------------------ ------------- ------------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 13,584 22,347
------------------------------------------------ ------------- ------------
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD 9,726 2,984
------------------------------------------------ ------------- ------------
CASH AND CASH EQUIVALENTS-END OF PERIOD 23,310 25,358
------------------------------------------------ ============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW NFORMATION
CASH PAID DURING THE YEAR FOR:
Interest Expense $ 247,698 $ 210,142
============= ============

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
AND OPERATING ACTIVITIES
Issuance of common stock - loan costs - 295,000
Issuance of common stock - professional
fees consulting services 137,250 -
Issuance of common stock - investment 135,000 -
Issuance of common stock - debt and interest payment 977,652
Issuance of common stock - principals consideration - 150,970
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

Page 4
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION
----------------------------------------------------

The consolidated unaudited financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary for fair
presentation of the information contained therein.

Pinnacle Business Management, Inc. is an integrated consumer finance and E-
commerce technology developer. The company operates paycheck advance
locations, and until September 2000, the company also operated title loan
offices in central Florida through its wholly owned subsidiary, Fast Title
Loans, Inc.(FTL). Fast Title Loans, Inc. is a consumer loan company that
makes title loans. The title loan is an immediate short term cash loan,
using the free and clear title of a person's car or truck as collateral.
The loan allows the customer to retain possession and use of thei r motor
vehicle. However, due to recent legislative changes in Florida, the company
ceased its title loan operations and concentrates on developing paycheck
advance business instead. Fast Paycheck Advance, Inc. is a wholly owned
subsidiary of Pinnacle Business Management, Inc. that provides short-term
paycheck advances to consumers. The accompanying financial statements
reflect the consolidated operations of the above.

On May 9, 1997, Pinnacle Business Management, Inc. (The "Company") was
incorporated as a wholly owned subsidiary of 300365 BC, Ltd., D/B/A Peaker
Resource Company, a company which was incorporated in British Columbia,
Canada on November 13, 1985. 300365 BC, Ltd. had been inactive for years
due to the lack of working capital. On May 15, 1997, the stockholders of
300365 BC, Ltd. exchanged all of the company's outstanding stock of 300365
BC, Ltd. for the stock of Pinnacle Business Management, Inc. This exchange
was made on a share for share basis. The excess of par value of the common
stock issued over the assets acquired upon the acquisition of the parent
was $1,933. After the exchange of stock, the parent became the wholly owned
subsidiary and it was liquidated and the $1,933 was written off as an
extraordinary loss upon the dissolution of 300365 BC, Ltd.

Page 5
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
-----------------------------------------------------------

The merger of (FTL) into Pinnacle Business Management, Inc. on October 27,
1997 resulted in the company's (FTL) having effective operating control of
the combined company. This transaction was a reverse merger and the costs
associated with were treated as a recapitilization. On February 9, 1998,
the company incorporated Fast Paycheck Advance, Inc., a Florida
corporation, as a wholly owned subsidiary. Also, on December 29, 1997, the
Company incorporated Summit Property, Inc. This subsidiary has remained
inactive, however.

On March 3, 2000, the Company acquired 100% of the issued and outstanding
common stock of MAS Acquisition XIX Corp., an inactive registrant,
reporting company. Pinnacle became the parent corporation of MAS
Acquisition XIX Corp. when it exchanged 1,500,000 shares of common stock
for 8,250,000 shares of MAS. An investment of $135,000 was recorded.

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
--------------------------------------------------
Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of the company
and all of its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Use of Estimates
----------------

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 statement and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Page 6
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------
Property and Equipment:
-----------------------

Property and equipment are stated at cost. Depreciation is computed
primarily using the straight-line method over the following estimated
useful lives: Years: Improvements: 10-40 Furniture and equipment: 5-7

Leasehold improvements are amortized over their estimated useful lives or
the lives of the related leases, whichever is shorter.

Revenue Recognition:
--------------------

Substantially most of the revenues are derived from interest charged on
consumer financing, title loans and advance paychecks.

Income Taxes:
-------------

The income tax benefit is computed on the pretax loss based on the current
tax law. Deferred income taxes are recognized for the tax consequences in
future years of differences between the tax basis of assets and liabilities
and their financing reporting amounts at each year-end based on enacted tax
laws and statutory tax rates.

Nature of Business and Credit Risk:
-----------------------------------

Fair Value of Financial Instruments:
------------------------------------

The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents, customer loans receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of
the immediate or short-term maturity of these financial instruments. The
carrying amount reported for long-term debt approximates fair value
because, in general, the interest on the underlying instruments fluctuates
with market rates.

Page 7
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
----------------------------------------------------------------

Earnings (Loss) per Share of Common Stock:
------------------------------------------

Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings per
share (EPS) includes additional dilution from common stock equivalents, such as
stock issuable pursuant to the exercise of stock options and warrants. Common
stock equivalents were not included in the computation of diluted earnings per
share when the company reported a loss because to do so would have been
antidilutive for periods presented.

The following is a reconciliation of the computation for basic and diluted EPS:

September 30,
2000 1999
-------------------------
Net Loss $(1,914,997) (1,731,157)
============ ===========

Weighted-average common shares
outstanding (basic) 145,206,224 65,712,450

Weighted-average common stock equivalents:
Stock options: --- ---
Warrants: --- ---
------------ -----------
Weighted -average common shares
outstanding (diluted) 145,206,224 65,712,450
============ ===========

Options and warrants outstanding to purchase stock were not included in the
computation of diluted EPS because inclusion would have been antidilutive.

Statement of Cash Flow:
-----------------------

For purposes of the consolidated statement of cash flows, the company
considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.

Advertising and Promotional Cost:
---------------------------------

Costs of advertising and promotional costs are expensed as incurred.
Advertising costs were $48,099 and $23,988 in 2000 and 1999, respectively.

Goodwill:
---------

Goodwill is amortized over 40 years. Amortization charged to expense was
$4,834 and $4,834 in 2000 and 1999 respectively. At September 30, 2000 the
company wrote off $233,664 of unamortized goodwill since the company has
discontinued its title loan business.

Loan costs:
----------

Loan costs are being amortized over 36 months. Amortization expense charged
to operations September 30, 2000 and 1999 was $73,749 and $36,873
respectively.

NOTE 3 - CUSTOMER LOAN RECEIVABLE - NET
---------------------------------------

Customer loan receivable, net of the following:
SEPTEMBER 30,
2000 1999
----------------------
Customer loans receivable: $ 252,058 $ 764,662
Less: Allowance for doubtful accounts (10,380) (285,831)
---------- ----------
Customer loans receivable - Net $ 241,678 $ 478,831

The company, due to an unfavorable legislative climate regarding the title
loan industry, reserved in aggregate $10,380 and $285,831 in bad debt
allowance to account for the write down of loans that are doubtful in 2000
and 1999 respectively. The inactive loan portfolio has been outsourced
to two collection agencies to expedite the collection process.

Page 8
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 4 - LOANS RECEIVABLE - OTHER
---------------------------------

Loan receivable dated December 29, 1997 to a company for $25,000 together
with interest thereon at the rate of 18% per annum. The principal balance
and accrued interest is due and payable on the earlier of a private
placement being completed in whole or in part including but not limited to
any escrow disbursements of any funds to the maker, on March 27, 2000.
There were no payments received in 2000 or 1999. The company has made an
allowance for doubtful receivable for the entire loan. The company has not
accrued any interest on this loan for 2000 or 1999.

Demand loan receivable to a company for $433,000 and $322,000 in 2000 and
1999. This loan in non-interest bearing. The company is performing outside
consulting for a start up company. It is anticipated that this loan
receivable will be converted into stock during the calendar year 2000. The
anticipated stock terms are one share of stock for each dollar loaned to
the start-up company.

NOTE 5 - PROPERTY AND EQUIPMENT, NET
------------------------------------

Property and equipment, net consists of the following:

SEPTEMBER 30,
2000 1999
--------------------
Furniture and Equipment $238,645 $134,364
Improvements 34,917 34,917
--------- ---------
$273,562 169,281

Less: Accumulated depreciation (90,654) (64,260)

Property, Equipment & Software, Net $182,908 $105,021

NOTE 6 - LINE OF CREDIT
-----------------------

In March, 1999, the company obtained a line of credit with a capital
company to receive up top $1,500,000 of advances. Interest is payable at
17% per annum. Principal and interest on advances are due March 1, 2001
with the company having an option to extend the note an additional one
year. At September 30, 2000 and 1999 the company had $ -0- and $768,000
outstanding on the line, respectively. The line of credit is collaterized
by 7,500,000 shares of the common stock of the company.

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<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 7 - LONG-TERM DEBT
----------------------- SEPTEMBER 30,
Long-term debt consists of the following: 2000 1999
----------- -----------

Note payable lending institution with monthly
interest payable at 14% per annum expiring
February 28,2000 (see Note 9) $ 538,276 $ 538,276
----------- ------------
Note payable investor with monthly interest
payable at 4.5% per month. This note
expires May 14, 1999. 100,000 100,000

Note payable investor with monthly interest
payable at rates varying between 16-36%
per annum, expiring March 1, 2000. -0- 524,880

Renegotiated note payable investors with
monthly interest payable at rates varying
between 1.5%-6% per month. This loan
expires in December 2000. -0- 299,257

Note payable investor with interest only
payable at 12% per annum. This note has
a balloon and expires December 31, 2002. $2,598,141 189,393
----------- ------------
3,236,417 1,651,806
Less: Current portion: (638,276) (1,163,156)
----------- ------------
Net Long-Term Debt $2,598,141 $ 488,650
=========== ============
The non-current portion of long-term debt
matures as follows:

SEPTEMBER 30,
-------------
2000 $ 638,276
2001 -0-
2002 2,598,141
-------------
$ 3,236,417
=============

The company in the third quarter 2000 converted $907,652 of debt that had
expired into equity. The company plans to negotiate with the investor whose
debt expired May 14, 1999. That investor has not called the note. The
note to a lender that expired February 28, 2000 is being disputed in
litigation. (See Note 9)

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<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 8 - STOCKHOLDERS DEFICIT
-----------------------------

The authorized preferred stock of the company in 2000 and 1999 consists of
50,000,000 and 50,000,000 shares, respectively, with a par value of $.001
with rights and privileges to be set by the board of directors. As of
September 30, 2000 and 1999 there were no shares issued or outstanding.

As of September 30, 2000 and September 30, 1999 there were 300,000,000 and
100,000,000 shares of common stock authorized and 184,400,000 and
87,476,986 shares of common stock issued and outstanding.

Additionally, there are 5 year warranty outstanding for investment banking
services rendered to purchase 5,580,000 shares of common stock at $.125 per
share. The warrants become due August 18, 2004.

NOTE 9 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

(A) Litigation:

The company is a defendant involving a claim made in bankruptcy by First
American Reliance, Inc. (FAR) against the company for $800,000, including
9% interest, for amounts loaned and advanced by FAR to the company which
were not repaid. The company has asserted a defense and set off alleging
that monies due to Pinnacle from stock subscriptions in 1998 delivered to
FAR were not turned over to the company. It is further alleged that the
claims of the company exceeded the sum that FAR claims it is owed by the
company. The company has not accrued any interest on this note for 1999 and
1998 because of the offsets of monies due the company alleged in the
litigation. The lawyers have stated that documentation to fully evaluate
the claims is not presently available. However, the company is contesting
the case vigorously. The company has accrued a liability for $538,276 in
2000 and 1999, respectively.

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<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 10 - GOING CONCERN
-----------------------

As shown in the accompanying financial statements, the company incurred net
losses for the nine months ended September 30, 2000 and 1999. Additionally,
the company has a $100,000 note payable with an investor that expired May
14, 1999.

The investor has not called this loan and it is shown as a current
liability. Moreover, the company has debt that will be coming due between
September 30, 2000 and December 31, 2001 without adequate capital available
to repay the debt. The company is negotiating with the investor to either
extend these obligations or convert the debt to equity. However, if these
loans are called, the company's financial condition will be further
negatively impacted. Finally, the company is defending various lawsuit
claims that, if the outcome is unfavorable, would negatively impact the
company. Thes e factors raise substantial doubt about the company's ability
to continue as a going concern.

Additionally, due to an unfavorable legislative climate in Florida, the
company ceased its title loan business in September 2000, and plans to
concentrate on its payday advance business instead. There is no guarantee
whether the company will be able to generate enough revenue and/or raise
capital to support those operations.

Management is working with the certain investors to rework the debt that is
coming due. Additionally, management is vigorously contesting the lawsuits
that have been filed against the company. The company feels that they have
certain offsets against the claims in litigation and does not expect to pay
more that what is reflected on the balance sheet at this time (see note 9).
However, there can be no assurance that he company will be successful in
its efforts to not have the payment of debt accelerated. If the company is
unsuccessful in its efforts, it may be necessary to undertake such other
actions as may be necessary to preserve asset value. The financial
statements do not include any adjustments, other than the current
classification of long-term debt in default, that might result from the
outcome of those uncertainties. Finally, the company has not secured a
banking arrangement to provide the financing it needs to operate until
revenuesn are increased to adequately carry the long-term debt. Efforts are
ongoing by the company's management to find such a banking arrangement.

Finally, subsequent to September 30, 2000, the company has begun processing
competitors' payday loans which will be expected to provide additional
revenue to carry certain operating expenses. There is no guarantee that
the processing of those loans will be adequate to be able to generate
enough revenue to support those operations.

Page 12
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000 and 1999
(UNAUDITED)

NOTE 11 - INCOME TAX BENEFIT
----------------------------

There was no income tax benefit recognized at September 30, 2000 or 1999.

The net deferred tax assets in the accompanying balance sheets include the
following components:

2000 1999
--------- ---------

Deferred tax assets $ 505,560 $ 505,560

Deferred tax valuation allowance (505,560) (505,560)
--------- ----------
Net deferred tax assets $ -0- $ -0-
========= ==========

The company conservatively will not accrue any further income tax benefit
pending the monitoring of the profitability of its future operations.

NOTE 12 - Impairment of Goodwill
--------------------------------

The company, in the third quarter 2000, wrote off $233,664 of goodwill that
was impaired due to the discontinuation of the title loan business.

Page 13
<PAGE>
PINNACLE BUSINESS MANAGEMENT, INC.
AND SUBSIDIARIES

EXHIBITS

Number Exhibits

3.1 Articles of Incorporation
3.1.1 Amendments to Articles of Incorporation
3.1.2 Amendments to Articles of Incorporation
3.1.3 Amendments to Articles of Incorporation
3.1.4 Articles of Amendment
3.1.5 Certificate of Amendment
3.2 By-laws
10.1 Mail Boxes Etc. USA, Inc. Contract
10.2 Comdata Referral Agreement
10.3 Comdata Payment Services Express Cash Statement of Services
10.4 Comdata Payment Services Funds Distribution Agreement
10.5 CashLynk Master Client Agreement
10.6 Processing Agreement with Unistar Insurance & Financial Services
10.7 Amendment to Agreement with Gordon & Associates
10.8 Addendum to Consulting Services Agreement with Gordon & Associates
10.9 Mastercard Agreement
10.10 M.H. Meyerson & Co., Inc.
10.11 Hall Employment Agreement
10.12 Turino Employment Agreement
10.13 Agreement and Release
21 Subsidiaries of the Registrant

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Pinnacle Business Management Inc.

December 7, 2000
Date

/s/ Jeffrey G. Turino
------------------------------------------
Jeffrey G. Turino, Chief Executive Officer and Director

/s/ Michael B. Hall
------------------------------------------
Michael B. Hall, President and Director

<PAGE>