RABATCO INC
10SB12G/A, 2000-06-02
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-SB/A
                                 Amendment No. 1

      GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
        Under Section 12(b) or (g) of the Securities Exchange Act of 1934

                                MINDFULEYE, INC.
--------------------------------------------------------------------------------
                            (formerly RABATCO, INC.)
                 (Name of Small Business Issuer in our charter)


           Nevada                                      87-0616344
-------------------------------          -------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


114 W. Magnolia Street. Suite 400-117
       Bellingham, Washington                             98225
---------------------------------------       --------------------------------
(Address of principal executive offices)                (Zip Code)


                    Issuer's telephone number: (360) 392-2868


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

                None
---------------------------------------      -----------------------------------
Title of each class to be so registered      Name of each exchange on which each
                                                  class is to be registered


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

                 Common Stock, with a $0.001 par value per share
--------------------------------------------------------------------------------
                                (Title of Class)


                                 Not Applicable
--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
PART I        ....................................................................................................1

ITEM 1        DESCRIPTION OF BUSINESS.............................................................................1

Item 2.       Financial Information..............................................................................12

ITEM 3        DESCRIPTION OF PROPERTY............................................................................16

ITEM 4        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....................................16

ITEM 5        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS  AND CONTROL PERSONS......................................17

ITEM 6        EXECUTIVE COMPENSATION.............................................................................20

ITEM 7        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................24

ITEM 8        DESCRIPTION OF SECURITIES..........................................................................24

PART II       ...................................................................................................26

ITEM 1        MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
              OTHER RELATED STOCKHOLDER MATTERS..................................................................26

ITEM 2        LEGAL PROCEEDINGS..................................................................................26

ITEM 3        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS......................................................26

ITEM 4        RECENT SALES OF UNREGISTERED SECURITIES............................................................26

ITEM 5        INDEMNIFICATION OF DIRECTORS AND OFFICERS..........................................................27

Part F/S

Part III

ITEM 1.  INDEX TO EXHIBITS

</TABLE>




<PAGE>

NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain  information  contained herein
constitutes   "forward-looking   statements,"   including   without   limitation
statements containing the words "believes,"  "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause actual  results or  achievements  to be materially
different from any of our future results or achievements expressed or implied by
such  forward-looking  statements.  Such factors include, but are not limited to
the  following:  our lack of an  operating  history,  our lack of  revenues  and
unpredictability of future revenues;  our lack of functional  operating systems,
distribution  and web site  infrastructure;  our future capital  requirements to
develop our operating systems, distribution systems, web site and administrative
support systems;  intense competition from established  competitors with greater
resources;  our reliance on internally  developed systems and system development
risks;  the  risks of  system  failure;  our  dependence  on the  Internet;  the
uncertainty  of  participating  in  developing  a market;  our reliance on third
parties and lack of agreements  with such third  parties;  the risks  associated
with rapidly changing technology;  intellectual property risks; risks associated
with  online  commerce   security;   the  risks  associated  with   governmental
regulations  and  legal  uncertainties;  and the other  risks and  uncertainties
described  under  "Description  of Business - Risk  Factors" in this Form 10-SB.
Certain  of the  forward  looking  statements  contained  in  this  registration
statement  are  identified  with  cross-references  to this  section  and/or  to
specific risks identified under "Description of Business - Risk Factors".

                                     PART I

ITEM 1   DESCRIPTION OF BUSINESS

Our Business

We, Mindfuleye,  Inc. (formerly Rabatco, Inc.), were incorporated under the laws
of the State of Nevada on June 16,  1977.  From our  inception  in 1977  through
1982, we were primarily engaged in the business of mineral resource exploration.
We remained inactive from 1982 to 1998. See "History of Our Company." On January
24,  2000,  we agreed to acquire  MindfulEye.com  Systems  Inc.,  subject to the
completion  of a  definitive  agreement.  On March 13, 2000,  we  completed  the
acquisition   of   MindfulEye.com   Systems   Inc.  See  "Our   Acquisition   of
MindfulEye.com Systems Inc." On May 12, 2000, we changed our name to MindfulEye,
Inc.  We  intend  to  complete  the  development  and  commercialization  of the
technologies developed by MindfulEye.com Systems Inc.

We are in the process of  completing  the  development  of a technology  that is
designed to provide  subscribers to our service  sources  topic-related  content
available  on the  Internet.  Our  technology  is expected to browse and monitor
Internet  website  for  specific  types  of  information,  including  chat  room
discussions,  newswire postings and published reports;  rank it according to the
number of times  such  information  appears  on  websites  monitored  by us; and
deliver it to our  subscribers  in a summarized  format.  Once our technology is
fully developed,  we anticipate that subscribers will be able to select a number
of delivery  options for receiving the  information  we collect,  including cell
phone, pager, email, web, fax, and instant messaging.

Our system is being  developed in a modular  fashion so that each content source
will have a  dedicated  collection  system  that will permit us to add new feeds
quickly as they become  available.  Our web  module,  for  example,  is based on
existing  web  crawling  technology  that is  supported  by our own  proprietary
technology,  "FeedMaps,"  which is  designed  to  quickly  isolate  and  extract
relevant  content and place it into a database  format.  We anticipate  that our
subscribers  will be able to  subscribe  for  information  related  to  specific
topics,  including  investor  information  on  specific  companies,  indexes  or
markets. Our technology is designed to monitor, rank and deliver the information
to the subscriber in a summarized format.

We have not completed the development of the technology  related to the services
that we intend to provide,  and we cannot  assure you that we will  successfully
complete such development or that our subscription  service will be commercially
successful.



                                      -1-
<PAGE>

Our shares were delisted from the NASD Over The Counter  Bulletin Board on March
24, 2000,  and began  quotation on the National  Quotation  Bureau,  Inc.'s pink
sheets under the symbol "MEYI".

Our  principal  office is located at Suite 300, 355 Burrard  Street,  Vancouver,
British    Columbia,    V6C   2G6.    Our   World    Wide   Web    address    is
http://www.MindfulEye.com.  Information  contained on our website  should not be
considered part of this Registration Statement.

Our Product

The first  subscriber  service  that we intend to provide is designed to monitor
the content on investor  related  Internet web sites for information of interest
to a  subscriber.  Our  service  will  monitor  information  related to specific
companies  selected by the subscriber,  rank it, retrieve and organize  relevant
content,  and deliver the content in a summarized  format to our subscriber.  We
intend to use artificial computer  intelligence to rank the information based on
the nature of the comments, reports, news and other information and present this
information in a "Moodindex" or  "Moodscore." We anticipate that we will be able
to deliver sourced content  immediately,  batched in time periods, or summarized
in daily  reports.  We  anticipate  that our  subscriber  may  elect to have the
content delivered by one of several methods:

     Via PCS, cell phone/pager: Short alert messages can be sent directly to the
     screens of PCS (Personal Communications  Services),  which is a new type of
     device  that  uses  digital  transmission  of voice  and  data to  wireless
     handheld devices,  wireless cellular phones and pagers. Our initial service
     will deliver this  information  via email at first,  then we  anticipate we
     will use SMS technologies  (Short Message  Service),  which allows users to
     receive or transmit short text messages using a PCS wireless phone.

     Via instant messaging:  We intend to use ICQ ("I Seek You"), a chat program
     available  from AOL for a number of operating  systems.  ICO can be used to
     deliver  alerts  directly  to  the  screens  of  subscribers.  We  may  add
     additional instant messaging services in the future.

     Via fax  report:  We plan to use a fax  delivery  service  to deliver a fax
     report to our subscribers at their home or office fax.

     Via web page: An easy-to-navigate  web page,  customized for each customer,
     shows what alert "hits" the system has  identified.  Subscribers can access
     this information through our website at www.mindfuleye.com.

     Via  email:  An  email  can be sent to the  customer  containing  either  a
     notification  of an  alert  and  link  to  our  website,  or  the  complete
     information in the body of the message.

Based on discussions with potential subscribers,  we believe that the ability to
customize  the  delivery  of  information  is a  distinguishing  feature  of our
technology.

We will not  offer  investment  advice or  recommend  specific  securities.  Our
subscribers will select the companies they would like information about.

There is no requirement for any government approval of our principal products or
services. There are no existing or probable governmental regulations, which will
have  a  material  affect  on  our  currently  anticipated  product  or  service
offerings.

Although we anticipate that we may offer additional services in the future, none
have been publicly disclosed to date.



                                      -2-
<PAGE>

Our Technology

     Platform

Our  technology  is  being  developed  using  open  system  technologies  on the
Microsoft  Windows 2000 Advanced Server  platform.  We anticipate that this will
allow for future  communications with non-Microsoft systems should the need ever
arise.

     Data storage

We use  Microsoft  SQL Server 7.0 (on  Windows  2000  Advanced  Server) for data
storage.  We believe that this  product  offers the  scalability  to allow us to
expand our web site in feeds and service offerings.

     User account management

We plan to work with  Microsoft,  using its "Passport"  system to outsource user
authentication.   We  believe   this  will   relieve  us  of  the   network  and
administrative  burden of account  management and allow us to focus on strategic
decisions and developing our core technologies.

     In-feeds

We have  developed most of our in-feeds in PERL, a  general-purpose  programming
language.  Our tracking  software  allows us to monitor  in-feeds  from investor
related web sites,  and wire  services  investor  related  chat  rooms,  such as
SiliconInvestor.com,   RagingBull.com,   StockHouse.com,   Yahoo!  Finance,  and
Quicken.com.  We also  in-feed  stock  information  and stock  quotes  through a
dedicated link from Standard & Poors. Our technology processes the communication
from  in-feeds  and the data stored on our server using  simple  network  shared
drives.   After  processing  this  data,  we  transmit  processed  data  to  our
subscribers as out feeds.

While we plan to continue to add new  in-feeds  after the initial  launch of our
service,  we intend to broaden  our  offerings  by  expanding  into  coverage of
additional media, including monitoring television coverage via closed-captioning
text, and/or monitoring newscasts over digital radio. This expansion is expected
to attract a  wide-range  of new  customers  whose  interest may include what is
being said about  particular  companies  and  organizations  on the Internet and
which may not be investment-related.

     Out-Feeds

We use Visual  Basic COM objects  (on Windows  2000) to program our out feeds so
that they can be invoked  by SQL Server  triggers.  The  initial  version of our
service will use e-mail to alert most of our subscribers through regular e-mail,
PCS, pager and fax. We anticipate  that later versions will interface with these
modes of  communications  directly by sending SMS messages directly or using WAP
(Wireless Application Protocol),  a global standard for developing  applications
over  wireless  communication  networks  to  allow  subscribers  to  access  the
MindfulEye.com database from their wireless devices.

Our Research and Development

We acquired our  technology by acquiring our subsidiary  MindfulEye.com  Systems
Inc.,  then  a  private  British   Columbia   company.   The  four  founders  of
MindfulEye.com  Systems Inc.,  Tod Maffin,  Todd Cusolle,  Amanda Kerr,  and Ray
Torresan,  developed the initial  prototype of our  technology  and our business
plan at a cost of approximately  $227,000.  They spent  approximately  one year,
full-time developing our technologies and our business plan.

We currently  employ 7  programmers  and  developers,  including the founders of
MindfulEye.com  Systems Inc. We have employment agreements with all programmers,
developers and administration  staff. We have no employment  agreements with any
of the founders at this time. We also engage Dave Edis of  Interactive  Tools to
assist  us in the  development  of our  technologies,  Tom  Haibeck  of  Haibeck
Consulting  to assist us with public  relations,  Lorna Fadden to assist us with
our NLP (natural language processing) development,  Dov Litman to assist us with
analysis of data, and Geoff Lef to assist us with marketing.  We may also engage
additional  consultants  in the  future  to assist  us with the  development  of
software and information systems and implementation of our business plan.





                                      -3-
<PAGE>

Our Marketing Strategy

Our initial  marketing  program to support launch will be to use media relations
with a goal of  creating  positive  image of the company  and  awareness  of the
company's  service  offering.  Our branding  strategy will be to brand our first
subscriber service as "The ultimate trading advantage."

We intend to use the following  marketing  programs to support the launch of our
web site, provided that sufficient financing is available:

     Investment  Industry  Relations:  Members  of our  advisory  board  members
     include  senior  executives at Merrill Lynch,  TD Waterhouse,  Manulife and
     Trimark Investments. We intend to provide introductory trial subscriptions,
     free  of  charge,  to  members  in  the  investment  community  to  develop
     relationships  in  with  these  individuals  and  their  companies  and  to
     demonstrate  our  services.  We  believe  that  these  trials  will lead to
     subscriptions  and  recommendations  of our  services  to  clients of these
     companies.

     Media  Relations:  We intend to launch a targeted media  relations  program
     designed  to build  awareness  of our service  offerings.  The goal of this
     program will be to obtain  publicity and coverage in major business  media,
     print and online.

     User Referral Marketing:  We will employ user referral marketing techniques
     to try to use our delivered  product as a marketing  vehicle.  For example,
     service fax cover sheets will have a message indicating how others can sign
     up and encouraging  referrals.  Our free trial services will be upgradeable
     to full  subscriptions  without  cost by  referring  a  certain  number  of
     subscribers  to our  service.  In the future our  services  may  include an
     ability to "publish" selected hits on a shared workgroup web site, allowing
     others to view the content without subscribing.

     Advertising: We intend to launch an advertising program using a combination
     of  print  and  television  advertising,  provided  we are  able to  obtain
     adequate financing. Our media strategy is expected to use advertisements in
     investor oriented publications and may include ads in publications such as:
     The Wall Street Journal, Barron's,  Institutional Investor, New York Times,
     Registered Representative, Forbes, Money, Inc., Globe & Mail, etc.

     Personal  Sales:  We  intend  to  generate  awareness  of our  services  by
     attending  investment  and  industry  tradeshows.  We would  attend both as
     exhibitors,  whenever possible, and as speakers. Our president, Tod Maffin,
     is  currently  represented  by a  speaking  bureau  and makes  more than 50
     appearances annually at conferences, company meetings, etc.

     Online Marketing:  We also plan to use online media to promote our services
     by running banner ads on investor  related web sites and by maintaining our
     web site at http://www.MindfulEye.com.

We have not entered into any  arrangements or agreements to promote our services
and we cannot  assure  you that we will  successfully  market  our  services  as
planned.  We currently do not have sufficient  resources to implement all of the
marketing programs that we intend to use. Unless we are able to raise additional
financing or generate  sufficient  revenues from our  operations,  we may not be
able market and promote our services effectively.

Industry Background

     Growth of the Internet

The Internet is an increasingly  significant  global medium for  communications,
content and online  commerce.  There are an  estimated  97 million  users of the
Internet and that number is anticipated to grow to approximately  320 million by
2002  according to  Forrester  Research  Inc.  The growth in Internet  usage can
likely be attributed to factors such as:



                                      -4-
<PAGE>

     i)   the large and growing  base of  installed  personal  computers  in the
          workplace and at home,
     ii)  advances  in the  performance  and  speed of  personal  computers  and
          modems,
     iii) improvements in network infrastructure, and
     iv)  easier and cheaper  access to the Internet and increased  awareness of
          the Internet among businesses and consumers.

The  Internet  has  become  an  attractive   source  for   information   as  the
functionality,  accessibility  and overall usage has increased over the last few
years.  The  Internet  and other  online  services  are  evolving  into a unique
information  channel  that allows  access to  millions  of sources of  published
information 24 hours a day.  Generally the cost of publishing on the Internet is
lower than traditional  mediums and the Internet offers the ability to reach and
serve a large and global reader base electronically from a central location.

As the Internet  grows in  popularity,  we believe that the Internet is becoming
crowded and that opportunities exist for companies that are able to assist users
in finding information and web site content in a timely and efficient manner. As
consumers are becoming more  comfortable  with using,  interacting and obtaining
content from the Internet, we believe they are also looking for direct access to
their  specific  areas  of  interest  or  need.  This  has  lead to us to  begin
developing search tools that focus on specific types of information  content and
categories of interest.

The search engine companies,  such as Yahoo!,  AOL, AltaVista,  Excite,  Hotbot,
Infoseek,  Lycos, MSN, Netscape and others,  have responded to the market demand
for better  organization  and  increased  service and have evolved into what are
today referred to as portals or content channels. Other companies have developed
systems  that are focused on specific  areas of interest,  such as food,  health
issues, entertainment, children, senior citizens, lifestyles and investing.

     Investment Information Services

We intend to offer investment information services by monitoring the information
publicly  available on the  Internet,  the wire  services and other  sources and
transmitting this information in a convenient  format to our subscribers.  Based
on our  observations,  a number of factors are  converging to provide  growth in
this category:

     Interest  in  investing:  Consumer  investors  are  becoming  more aware of
     investment information  resources,  including a number of web sites such as
     Motley   Fool,   SiliconInvestor.com,    RagingBull.com,    StockHouse.com,
     Yahoo!Finance, and Quicken.com, a number of books on investing and investor
     newsletters.  This  along  with the  recent  appreciations  in the  capital
     markets have led to a greater  number of investors and an increased  number
     of persons talking about their investments online.

     General  Internet  penetration:   The  Internet  continues  to  grow  at  a
     phenomenal  rate and there are an increasing  number of web sites dedicated
     to providing investors with information on the Internet.

     More public  companies:  The  publicized  success of IPOs and the increased
     availability of public  financing has led to an increased  number of public
     companies. In addition, the creation of new trading venues such as the CDNX
     and ECN, and an increased interest in international public markets have led
     to an  increased  number  of  public  companies  that  are of  interest  to
     investors.

We believe that this increased activity will provide opportunities for companies
that  develop  services  that  assist  investors  in managing  investor  related
information and deliver such information in a structured, convenient format.

Our Competition

There  are a number of  well-known  and  well-financed  companies  that  provide
investor information services. Our goal is to focus on providing our subscribers
with useful and timely information in a convenient format on companies that they
select. We intend to do this by monitoring information available on the Internet
wire  services,  and other  media  using our  in-feed/out-feed  technologies  to
deliver this  information  over to our  subscribers  by email,  fax and wireless
communication  mediums such as cellular  phones,  pagers and  wireless  Internet
devices.



                                      -5-
<PAGE>

While  there are some  online  content  clipping  services,  there are no direct
competitors in this category. Based on our research we believe MindfulEye.com is
the  only  company  with  a  service  that   captures  and  delivers   real-time
discussions.  We believe our primary  competitors  are those services that track
the  information  of  specific  companies.  We  have  identified  the  following
competitors:

     CompanySleuth.com:  CompanySleuth is a tool for investors that places links
     to  company  discussion  boards  on a single  web  page.  It also  provides
     pay-per-view reports such as court filings,  domain  registrations  (free),
     and other information, etc. The service tracks information on the companies
     their customers' request and provides information on these companies.

     eWatch.com:  eWatch  is  a  media  monitoring  service  for  the  Internet.
     Positioned as a tool for Fortune 500  companies,  eWatch  provides  general
     online monitoring to its subscribers.  EWatch uses tracking based on simple
     keyword search-engine technology.

     InvestorFacts.com:  Tracks mostly a public/investor  relations  information
     and provides  subscribers with reports on companies that are the targets of
     rumors. InvestorFacts uses an automated search engine to monitor discussion
     boards.

There are also a number of portals that offer specific information such as stock
prices,  trading  information,  analyst reports,  chat rooms, press releases and
other information about specific  companies,  some of which are free. We are not
aware of any other service providers that currently provide investor information
services  by  monitoring  the  Internet  and  providing   such   information  to
subscribers in a format or using delivery systems similar to ours.

We anticipate that as the growth of the Internet and investor  related web sites
continues,  more  competitors  will begin offering  services that are similar to
ours.

Intellectual Property

We have filed trademarks for  "MindfulEye,"  "MoodScore" and "MoodIndex" both in
the United  States and Canada.  We are in the process of filing a patent for our
technologies.

History of Our Company

We, Rabatco,  Inc., were  incorporated  under the laws of the State of Nevada on
June 16, 1977, with authorized  capital of 100,000 shares of common stock with a
par value of $0.25 per share.

From our  inception  in 1977  through  1982,  we were  primarily  engaged in the
business  of  mineral  resource  exploration.(1)  Between  February  3, 1981 and
December 9, 1981, we issued a total of 5,250,000 (70,000 pre-5:1 and 15:1 split)
shares for cash to various individuals as follows:

     o    On  February 3, 1981,  we issued  1,500,000  (20,000  pre-5:1 and 15:1
          split)(1) shares for $20,000;

     o    On May 18, 1981, we issued 750,000  (10,000 pre-5:1 and 15:1 split)(1)
          shares for $10,000;

     o    On July  20,  1981,  we  issued  1,125,000  (15,000  pre-5:1  and 15:1
          split)(1) shares for $15,000;

     o    On  November 6, 1981,  we issued  1,350,000  (18,000  pre-5:1 and 15:1
          split) (1) shares for $18,000; and

     o    On  December  9,  1981,  we issued  525,000  (7,000  pre-5:1  and 15:1
          split)(1) shares for $7,000.

(1)  After giving  effect to a five for one forward split on June 20, 1998 and a
     fifteen for one forward split on January 4, 2000.



                                      -6-
<PAGE>

We used  the  proceeds  from  these  sales  in  order to pay for the cost of the
investigation  into the mining  project.  After an  examination  of our  mineral
properties  by a  geologist,  we concluded  that  continued  exploration  of our
mineral  properties would involve an unacceptably high risk and we abandoned all
of our mineral resource properties in 1982. We remained inactive until 1998.

In March 1998,  Randall Ralph Trover and Adrienne Sue Barnett were  appointed to
our board of directors.  Mr.  Trover was appointed as President and Ms.  Barnett
was  appointed as Vice  President  of Business  Development.  We issued  750,000
(10,000  pre-5:1 and 15:1 split)(1)  shares to Mr. Trover for $5,000 and 750,000
(10,000  pre-5:1 and 15:1  split)  shares to Ms.  Barnett  for $5,000.  We began
efforts to raise  additional  capital and began  discussions to acquire computer
related technology.

On June 20, 1998, we increased our authorized  capital to 100,000,000  shares of
common stock with a par value of $0.001 per share, and completed a forward split
of our outstanding  common stock on a five share for one share (5:1) basis.  Our
efforts to raise additional  capital and to acquire computer related  technology
failed, and Mr. Trover and Ms. Barnett resigned as officers and directors of the
company.  On November 12, 1999,  Carmine Bua was  appointed as a director of the
company and as our interim President and Secretary.

On January 4, 2000,  we  completed a forward  split of our  450,000  outstanding
common stock on a fifteen  share for one share (15:1)  basis.  After the forward
split,  we  had  a  total  of  6,750,000  shares  of  common  stock  issued  and
outstanding.  In mid-January 2000, John Meyer was appointed as a director of the
company and Mr. Bua resigned as our  President  and Secretary and as a director.
Mr.  Meyer was  appointed  as our interim  President  and  Secretary,  and began
negotiations to acquire  MindfulEye.com  Systems Inc., a private company engaged
in the business of developing  technology designed to monitor Internet web sites
and sends  subscribers to its services messages related to the areas of interest
via email,  fax and  wireless  communication  mediums  such as cellular  phones,
pagers and wireless Internet devices.

On January 24, 2000, we agreed to acquire  MindfulEye.com  Systems Inc., subject
to the completion of a definitive agreement. On March 13, 2000, we completed the
definitive  agreement and the acquisition of MindfulEye.com  Systems Inc. closed
on March 20, 2000.  See "Our  Acquisition  of  MindfulEye.com  Systems  Inc." We
intend  to  change  our  name  to  MindfulEye.com,  Inc.  and  to  complete  the
development   and   commercialization   of   the   technologies   developed   by
MindfulEye.com Systems Inc.

On March 13, 2000,  we  completed a private  placement  to raise  $2,257,500  by
issuing  1,075,000 units at $2.10 per unit, each unit consisting of one share of
our common stock and one-half  warrant.  Each whole warrant is be exercisable to
acquire one additional  common share of share of our common stock at $2.10 on or
before March 13, 2001 and $2.50 on or before March 13, 2002.

On May 3, 2000,  our  shareholders  ratified the adoption of an incentive  stock
option plan and an amendment to our Articles of  Incorporation  to effect a name
change.  On May 12, 2000, we filed an amendment to our Articles of Incorporation
to change our name from Rabatco, Inc. to "Mindfuleye, Inc." On May 26, 2000, our
shareholders approved the amendment and restatement of our bylaws.

Our Acquisition of MindfulEye.com Systems Inc.

We acquired  our business and  technologies  by acquiring  all of the issued and
outstanding shares of MindfulEye.com Systems Inc., our wholly-owned  subsidiary.
Pursuant to a share  purchase  agreement  effective  March 13,  2000,  we issued
6,910,000  shares of our  common  stock in  exchange  for all of the  issued and
outstanding  shares of MindfulEye.com  Systems Inc. to the following  MindfulEye
shareholders:

     -------------------------------------------------------------------
     Shareholder                                   Number of Shares
     -------------------------------------------------------------------
     Tod Maffin                                       1,232,770
     -------------------------------------------------------------------
     Todd Cusolle                                     1,232,770
     -------------------------------------------------------------------
     Ray Torresan                                     1,232,770
     -------------------------------------------------------------------



                                      -7-
<PAGE>

     -------------------------------------------------------------------
     Shareholder                                   Number of Shares
     -------------------------------------------------------------------
     Amanda Kerr                                       1,232,770
     -------------------------------------------------------------------
     Roger Mutimer                                       259,531
     -------------------------------------------------------------------
     Varshney Capital Corp., a British                 1,719,389
     Columbia company
     -------------------------------------------------------------------
          Total                                        6,910,000
     -------------------------------------------------------------------

See "Recent Sales of Unregistered Securities."

Under the share purchase agreement, we:

     o    paid the  MindfulEye.com  Systems  shareholders  $150,000  as follows:
          $50,000 in cash and $100,000 in the form of a promissory note payable,
          without  interest,  upon successful  launch of an internet  website to
          operate the business of MindfulEye.com Systems;

     o    paid debt of approximately $227,000 owned by MindfulEye.com Systems to
          Varshney Capital Corp. for cash advances to MindfulEye.com  related to
          development costs.

     o    completed a financing to raise  $2,257,500 by issuing  1,075,000 units
          at $2.10 per unit,  each unit  consisting  of one share of our  common
          stock and one-half  warrant.  Each whole warrant is be  exercisable to
          acquire one  additional  common  share of share of our common stock at
          $2.10 on or  before  March 13,  2001 and $2.50 on or before  March 13,
          2002;

     o    appointed Tod Maffin as our President and Ms. Kerr as our Secretary;

     o    appointed  Tod Maffin,  Todd Cusolle,  Ray  Torresan,  Amanda Kerr and
          Praveen Varshney as our directors; and

     o    agreed  to file this  registration  statement  to  become a  reporting
          issuer under the Securities Exchange Act of 1934, as amended.

Upon the appointment of our new directors, John Meyer resigned as our President,
Secretary  and a  director.  We  acquired  all of the  assets of  MindfulEye.com
Systems,  including equipment; the domain names MindfulEye.com,  MindfulEye.com,
InvestorTrack.com,  RumorTrack.com,  RumourTrack.com and MoodIndex.com;  and the
technologies  developed  by  MindfulEye.com  Systems  related  to our  business.
MindfulEye.com  Systems had also  applied for  trademarks  for  "Moodscore"  and
"MindfulEye"  with the United States Patent and Trademark  Office.  We assumed a
five year lease  agreement for office space  located at 300, 355 Burrard  Street
(Marine Building), Vancouver, British Columbia.

Risk Factors

Our business is subject to a number of risks that are generally  associated with
start-up  companies in the  development  stage of their  business and  companies
engaged in  business  through the  Internet.  These risks could cause our actual
results to differ materially from the results we project and any forward-looking
statement we make in this registration statement. Below is a description of some
of the risks that we  anticipate  will be  associated  with our  business and an
investment in our company.

     We have a limited operating history and no revenues from operations,  which
     makes our ability to continue as a going concern questionable.

We have no material  business or results of operation.  We have never  generated
any revenues from our operations.  We acquired MindfulEye.com Systems by issuing
6,910,000  shares  of  our  common  stock  to the  MindfulEye.com  shareholders,
resulting  in a change in  control.  As a  result,  we  accounted  for the share
exchange as a capital



                                      -8-
<PAGE>

transaction,  accompanied by a recapitalization of MindfulEye.com  Systems.  For
accounting  purposes,   the  MindfulEye.com  Systems  financial  statements  are
reported as our  financial  statements.  At December  31,  1999,  MindfulEye.com
Systems had accumulated losses of approximately  $200,308. We anticipate that we
will  continue to incur loses at least  through  2000. We do not believe that we
will generate  sufficient  revenues to support our operations in 2000 because of
our  projected  costs related to  development  and marketing of our business and
services.  In the  foreseeable  future,  we  believe  that these  expenses  will
increase  our net  losses,  and we  cannot  assure  you  that  we  will  ever be
profitable.

As of December 31,  1999,  we had current  assets of $nil,  of which $nil was in
cash and cash  equivalents.  We had current  liabilities  of $nil, of which $nil
were  accounts  payable.  Our  working  capital  position  at March 31, 2000 was
$1,609,211.  Our recent private placement provided net proceeds of $2,257,500 of
which  approximately  $250,000  was  used  to  pay  off  debt  we  assumed  from
MindfulEye.com  Systems.  We do not anticipate our working capital position will
improve until we can generate revenues from our operations, if any, to cover our
expenses or until we raise additional  capital. We anticipate raising additional
capital through sales of our equity and/or debt;  however,  we cannot assure you
that we will be able to obtain adequate financing to support our operations. See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."

Because we have recently begun implementing our business strategy and we have no
subscribers  to our  services,  it is difficult to evaluate our business and our
prospects.  Our revenue and income  potential is unproven and our business model
is still emerging.  We cannot assure you that we will attract subscribers to use
our services or generate significant revenues in the future. We cannot guarantee
that we will ever  establish  a  sizeable  market  share or  achieve  commercial
success.

     Our  success  depends on the  services  of Tod Maffin,  Todd  Cusolle,  Ray
     Torresan,  and  Amanda  Kerr,  and our  ability  to  attract  and  maintain
     qualified, experienced personnel.

Our future  success  will depend on Tod  Maffin,  our  Interim  Chief  Executive
Officer, Ray Torresan,  our President,  Todd Cusolle, our VP Technology,  Amanda
Kerr, our VP Operations.  We intend to rely heavily on Tod Maffin,  Ray Torresan
and Amanda Kerr to manage our operations and to develop our business.  We intend
to rely on Todd  Cusolle to develop our  technologies  and to refine our service
offerings.  We also intend to hire additional personnel or consultants to assist
us in developing and implementing our technology and business plan.

The loss of key personnel could have an adverse effect on our operations.  We do
not maintain  insurance to cover losses that may result from the death of any of
our key  personnel.  Competition  for  qualified  employees  is intense,  and an
inability to attract,  retain and motivate additional,  highly skilled personnel
required for expansion of  operations  and  development  of  technologies  could
adversely  affect our business,  financial  condition and results of operations.
Our ability to retain  existing  personnel and attract new personnel may also be
adversely affected by our financial situation. We cannot assure you that we will
be able to retain  our  existing  personnel  or  attract  additional,  qualified
persons when required and on acceptable terms.

     Parties may exercise  options and  warrants  that may affect our ability to
     raise additional capital or affect the value of our shares.

As of March 13,  2000,  we issued  warrants to purchase an  aggregate of 537,500
shares of our common stock at the price of $2.10 on or before March 13, 2001 and
$2.50 on or before March 13, 2002.

On April 28,  2000,  we adopted an  incentive  stock  option plan under which we
reserved  3,000,000 shares of common stock for issuance upon exercise of options
by our directors, officers, employees and consultants. employees.

See "Executive Compensation-- Stock Options."

Holders of such  warrants and options are likely to exercise  them when,  in all
likelihood,  we could obtain  additional  capital on terms more  favorable  than
those  provided by the options and  warrants.  Further,  while our  warrants and
options are outstanding, our ability to obtain additional financing on favorable
terms may be adversely affected.



                                      -9-
<PAGE>

     Our executive  officers and directors  beneficially  own or control a large
     number of shares of our  common  stock,  which may  affect the value of our
     shares or these persons may  influence  all matters  submitted to a vote of
     our shareholders.

The number of shares of our outstanding common stock held by affiliates is large
relative to the trading volume of the common stock.  Any substantial sale of our
common stock or even the possibility of such sales occurring may have an adverse
effect on the market price of the common stock.

Our executive officers and directors (and their affiliates), as a group directly
own 6,650,469  shares or  approximately  48.1% of our common stock, and together
have  the  ability  to  influence  matters  submitted  to our  stockholders  for
approval. See "Security Ownership of Certain Beneficial Owners and Management."

Accordingly,  such  concentration  of ownership may have the effect of delaying,
deferring or  preventing  a change in control of our  company,  impede a merger,
consolidation,  takeover or other business combination involving our company, or
discourage  a  potential  acquirer  from  making  a tender  offer  or  otherwise
attempting to obtain control of our company, which in turn could have an adverse
effect on the market price of our company's common stock.

     Investors  may  not  be  able  to  secure  foreign   enforcement  of  civil
     liabilities against our management.

All of our directors and officers are residents of Canada. Consequently,  it may
be difficult for United States investors to effect service of process within the
United  States upon those  directors  or  officers,  or to realize in the United
States upon judgments of United States courts  predicated upon civil liabilities
under the United States Securities  Exchange Act of 1934, as amended. A judgment
of a U.S. court predicated  solely upon such civil liabilities would probably be
enforceable  in  Canada  by a  Canadian  court  if the U.S.  court in which  the
judgment was obtained had jurisdiction,  as determined by the Canadian court, in
the matter.  There is  substantial  doubt  whether an original  action  could be
brought  successfully  in Canada against any of such persons or  MindfulEye.com,
Inc. predicated solely upon such civil liabilities.

     The  e-commerce  industry is highly  competitive,  and we cannot assure you
     that we will be able to compete effectively.

The market for investor information services providing reports over the Internet
or by wireless  communication  is new and rapidly  evolving.  We anticipate  the
market will become intensely  competitive.  We face potential competition from a
number  of  large  online  communities  and  services  that  have  expertise  in
developing  online  commerce  and  in  facilitating  the  delivery  of  investor
information both online and by other  communications  mediums.  Certain of these
potential  competitors,  including  Amazon.com,  America Online, Inc., Microsoft
Corporation and Yahoo! Inc.,  currently offer a variety of investor  information
services at no charge as a method of attaching visitors to their web sites. Many
of our current and potential  competitors have long operating  histories,  large
customer  bases,   brand  recognition  and  significantly   greater   financial,
marketing, technical and other resources than us.

Certain of our  competitors  with other  revenue  sources  may be able to devote
greater resources to marketing and promotional campaigns,  adopt more aggressive
pricing  policies and devote  substantially  more  resources to  technology  and
systems  development  than us or may offer their  services  for free.  We cannot
assure  you that we will be able to compete  successfully  against  current  and
future  competitors.  Further,  as  a  strategic  response  to  changes  in  the
competitive  environment,  we may,  from  time to time,  make  certain  pricing,
service or marketing  decisions that could have a material adverse effect on our
business, results of operations and financial condition.

     If we are unable to achieve a significant number of paying subscribers,  we
     may be unable to generate sufficient revenues to earn a profit.

The  success  of  our  MindfulEye  services  may  be  dependent  upon  achieving
significant  market acceptance of services by subscribers.  Our technologies and
services have not been tested on a commercial  basis,  and we anticipate that we
will have very limited market  acceptance  until our brand name is  established.
Several of the  technologies  in which we intend to use to deliver our  service,
including wireless Internet services and digital text messaging, are in the



                                      -10-
<PAGE>

early stage of  development,  and our business  concept of offering our services
using these delivery  methods have not been tested.  In addition,  we may invest
heavily in developing  technologies to deliver our service using methods,  which
may become obsolete or fail to gain acceptance in the marketplace.

Our  competitors  and  potential   competitors  may  offer  more  cost-effective
solutions  than  us,  which  could  damage  our  business  and  our  ability  to
successfully   launch  our  services.   Our  failure  to  attract   subscribers,
successfully complete the technologies to deliver our services and/or to develop
an adequate  subscriber base will seriously harm our business and our ability to
earn a profit.

     Due to the  emerging  nature  of  Internet  commerce,  we may be  unable to
     develop technologies to adequately monitor investor related information.

As a result of the  emerging  nature of the  Internet,  including  the growth of
investor  related  web  sites,  we may be  unable  to  develop  technologies  to
adequately monitor investor related  information.  We believe that due primarily
to the  relatively  brief time the  Internet  has been  available to the general
public, there are several uncertainties related to the successful development of
technologies that can adequately monitor  information on the World Wide Web. Our
current and future technology will attempt to monitor information from a variety
of sources,  primarily on the  Internet.  As the Internet  grows,  we expect the
number of  possible  sources  for such  information  to grow as well.  We may be
unable to develop  technologies  that can compile and deliver  information  in a
timely  manner as the World Wide Web grows,  and our  inability  to deliver  our
service in a timely manner will have an immediate material adverse effect on our
business, financial condition and operating results.

     We have capacity constraints and system development risks that could damage
     our customer  relations or inhibit our possible growth,  and we may need to
     expand our management systems and controls quickly.

Our success and our ability to provide high  quality  customer  service  largely
depends  on the  efficient  and  uninterrupted  operation  of our  computer  and
communications  systems and the  computers  and  communication  systems of third
party vendors in order to accommodate  any  significant  numbers or increases in
the  numbers of web sites we monitor and  subscribers  using our  services.  Our
success  also  depends  upon us and our  vendors'  abilities  to rapidly  expand
information-processing  systems and network  infrastructure  without any systems
interruptions  in order to accommodate any  significant  increases in use of our
service.

We intend to rely on third parties to assist us in expanding  our capacity,  our
transaction-processing  systems and network infrastructure as we grow. We cannot
assure you that the vendors we will select will be capable of accommodating  any
significant number or increases in the number of subscribers using our services.
Such failures will have a material adverse affect on our business and results of
operations.  We may  experience  periodic  systems  interruptions  and down time
caused by technical difficulties,  which may cause customer  dissatisfaction and
may  adversely  affect our  results of  operations.  Limitations  of our and our
vendors'  technology  infrastructure may prevent us from maximizing our business
opportunities.

     Changing  technology  may render our  equipment,  software and  programming
     obsolete or irrelevant.

The  market  for   Internet   and   wireless-based   products  and  services  is
characterized  by  rapid  technological   developments,   frequent  new  product
introductions and evolving industry  standards.  The emerging character of these
products and services and their rapid evolution will require that we continually
improve the performance,  features and reliability of our products and services,
particularly in response to competitive  offerings.  We cannot guarantee that we
will be successful in responding  quickly,  cost effectively and sufficiently to
these  developments.  In addition,  the widespread  adoption of new Internet and
wireless technologies or standards could require substantial  expenditures by us
to modify or adapt our services and could  fundamentally  affect the  character,
viability and  frequency of  Internet-based  advertising,  either of which could
have  a  material  adverse  effect  on our  business,  financial  condition  and
operating results.



                                      -11-
<PAGE>

     Our  business   may  be  subject  to   government   regulation   and  legal
     uncertainties  that may  increase  the costs of  operating  our web site or
     limit our ability to generate revenues.

We are  subject to the same  federal,  state and local  laws as other  companies
conducting business on the Internet and using wireless technologies. Today there
are relatively few laws specifically directed towards online services.  However,
due to the increasing  popularity and use of the Internet and wireless services,
it is possible  that laws and  regulations  will be adopted  with respect to the
Internet or wireless  services.  These laws and  regulations  could cover issues
such as online contracts,  user privacy, freedom of expression,  pricing, fraud,
content  and  quality  of  products   and   services,   taxation,   advertising,
intellectual  property rights and  information  security.  Applicability  to the
Internet  of  existing  laws  governing  issues  such  as  property   ownership,
copyrights and other intellectual property issues,  taxation,  libel,  obscenity
and personal privacy is uncertain.

Due to the global nature of the Internet and wireless  services,  it is possible
that the  governments  of other states and foreign  countries  might  attempt to
regulate our  transmissions  or prosecute us for  violations  of their laws.  We
might unintentionally  violate such laws. Such laws may be modified, or new laws
may be enacted, in the future. Any such development could damage our business.

     Broker-dealers may be discouraged from effecting transactions in our shares
     because they are considered penny stocks and are subject to the penny stock
     rules.

Rules 15g-1 through 15g-9  promulgated  under the Securities and Exchange Act of
1934, as amended,  impose sales  practice and  disclosure  requirements  on NASD
brokers-dealers  who make a market in "a penny  stock." A penny stock  generally
includes any  non-NASDAQ  equity  security  that has a market price of less than
$5.00 per  share.  Our  shares  were  quoted on the NASD OTCBB and there were no
trades of our shares during 1998 or 1999. During the first quarter of 2000 up to
March 21, 2000,  the high and low closing  price of our shares ranged from $6.75
(high) to $3.00 (low),  and the price of our shares on March 21, 2000 was $5.87.
Our  shares  were  delisted  from the NASD  OTCBB on March 24,  2000,  and began
quotation on the National Quotation Bureau, Inc.'s pink sheets. The quoted price
of our stock on May 26, 2000 was $3.1870.  Our stock would be considered a penny
stock.  The additional sales practice and disclosure  requirements  imposed upon
brokers-dealers may discourage broker-dealers from effecting transactions in our
shares, which could severely limit the market liquidity of the shares and impede
the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or an "accredited  investor"  (generally,  an
individual with net worth in excess of $1,000,000 or an annual income  exceeding
$200,000,  or  $300,000  together  with his or her  spouse)  must make a special
suitability  determination  for the purchaser  and must receive the  purchaser's
written consent to the transaction  prior to sale,  unless the  broker-dealer or
the transaction is otherwise  exempt.  In addition,  the penny stock regulations
require the broker-dealer to deliver, prior to any transaction involving a penny
stock,  a  disclosure  schedule  prepared by the SEC relating to the penny stock
market,  unless the  broker-dealer  or the  transaction is otherwise  exempt.  A
broker-dealer  is  also  required  to  disclose   commissions   payable  to  the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  a  broker-dealer  is required to send monthly  statements
disclosing  recent price  information  with respect to the penny stock held in a
customer's  account and information  with respect to the limited market in penny
stocks.

ITEM 2.   FINANCIAL INFORMATION.

     Selected Financial Data

On January 24, 2000, we agreed acquired all of the issued and outstanding shares
of  MindfulEye.com  Systems Inc. in exchange for 6,910,000 (post  forward-split)
shares  of our  common  stock;  $150,000  in the  form of cash  ($50,000)  and a
promissory note; and the assumption of debt of approximately $227,000, which was
paid at  closing.  As a result of the share  exchange,  control of the  combined
companies  passed to the former  shareholders  of  MindfulEye.com  Systems,  and
MindfulEye.com  Systems  became  our  wholly-owned   subsidiary.   However,  for
accounting  purposes,   we  accounted  for  the  share  exchange  as  a  capital
transaction accompanied by a recapitalization



                                      -12-
<PAGE>

of  MindfulEye.com  Systems.  As a  result,  the  financial  statements  and the
financial data contained in this registration  statement represent the financial
position of  MindfulEye.com  Systems as at December  31, 1999 and the results of
operations of MindfulEye.com  Systems for the period from July 21, 1999 (date of
incorporation) to December 31, 1999.

The following table sets forth selected financial data regarding  MindfulEye.com
Systems' operating results and financial position. See "Management's  Discussion
and Analysis of Financial  Condition and Results of  Operations."  The following
selected  financial  data is qualified in its entirety by, and should be read in
conjunction with, MindfulEye.com Systems' financial statements and notes thereto
included elsewhere in this Registration  Statement.  The financial statements of
MindfulEye.com  Systems'  prior to December  31, 1999 are  presented in Canadian
Dollars.  For convenience of the reader, all  MindfulEye.com  Systems' financial
statements amounts have been converted from Canadian to United States dollars at
Cdn.$1.00 = US$0.6953.  The exchange  rate is based upon the noon buying rate in
New York City for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York on December 31, 1999.

<TABLE>
-------------------------------------------------------------------------------------------------------
                                                                                      Period from
                                                                                     Inception on
                                        Period From                                July 21, 1999 to
                                       Inception on        Quarter Ended March      March 31, 2000
                                     July 21, 1999 to           31, 2000         Proforma (unaudited)
                                     December 31, 1999         (unaudited)                (1)
                                   ---------------------- ---------------------- ----------------------
                                             $                      $                      $
-------------------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>                    <C>
Operating Revenues                          --                     --                     --
General & Administrative Expenses         200,991                230,458                431,449
Net (Loss) from Continuing
 Operations                              (200,991)              (226,342)              (427,333)
Net Loss Per share (1)                      --                     (0.03)(1)              --
-------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Based on weighted average of shares outstanding: 8,754,945.



                                         December 31,        March 31, 2000
                                            1999               (unaudited)
                                       ---------------     -----------------
                                             $                   $
----------------------------------------------------------------------------
Working Capital                           (10,559)             1,609,211
Total Assets                               31,843              1,802,812
Total Liabilities                         232,833                144,926
Shareholders' Equity                     (200,990)             1,657,886
Long-term Obligations                     214,093                  --

Cash Dividends                               --                    --
----------------------------------------------------------------------------

     Management's  Discussion and Analysis of Financial Condition and Results of
     Operation

The  information  contained  in this  Management's  Discussion  and  Analysis of
Financial   Condition  and  Results  of  Operation   contains  "forward  looking
statements."  Actual results may materially  differ from those  projected in the
forward looking  statements as a result of certain risks and  uncertainties  set
forth in this report. Although




                                      -13-
<PAGE>

management believes that the assumptions made and expectations  reflected in the
forward  looking  statements  are  reasonable,  there is no  assurance  that the
underlying  assumptions will, in fact, prove to be correct or that actual future
results  will  not  be  different  from  the  expectations   expressed  in  this
Registration Statement.

     Overview

On January 24, 2000,  Rabatco,  Inc.  acquired all of the issued and outstanding
shares of common stock of MindfulEye.com  Systems,  Inc., a Canadian corporation
engaged  in  the  development  of a  technology  that  is  designed  to  provide
subscribers  to  its  service  topic-related   content  on  the  Internet.   Our
transaction with MindfulEye.com Systems was considered, for accounting purposes,
a capital transaction accompanied by a recapitalization.

The  financial  statements  filed  with  this  Registration  Statement  and  our
management's  discussion  and  analysis of  financial  condition  and results of
operations  are for the period  from July 24,  1999,  the date of  inception  of
MindfulEye.com  Systems,  Inc., to December 31, 1999.  Our  unaudited  financial
statements  for the first  fiscal  quarter  ended March 31,  2000,  includes the
results of  Rabatco,  Inc.  for the  period  beginning  March 13,  2000 (date of
acquisition) through March 31, 2000.

     Results of Operations

     Period from January 1, 2000 to March 31, 2000

The period from  January 1, 2000 to March 31, 2000,  we acquired  Mindfuleye.com
Systems Inc. in a transaction that was considered,  for accounting  purposes,  a
capital transaction  accompanied by a recapitalization.  We had no revenues from
operations.  Our  loss  during  this  period  of  $226,342  was as a  result  of
developing our business plan, research and development  expenditures  related to
the  development  of our  MindfulEye.com  web  site  and  general  overhead  and
administrative  expenses.  These expenses  included  $30,138 in consulting fees;
$108,239 in salary  expenses;  $23,578 in general  office  expenses;  $27,179 in
professional fees; $28,623 in rent,  utilities and telephone expenses and $5,747
in expenses related to interest and bank charges.

We expect  expenses  related to  research  and  development  and  administrative
expenses to  continue  to be a material  component  of our  expenses  during the
start-up phase of our  development.  We anticipate that  professional  fees will
increase  during the start-up  phase of our  development  and as we complete the
Exchange Act registration  process.  We also anticipate that expenses related to
marketing and sales will  increase  substantially  during the second  quarter of
2000, as we begin an extensive campaign to market and promote our MindfulEye.com
web site.

     Period from our inception on July 24, 1999 to December 31, 1999

The period from July 24,  1999  (inception)  to December  31, 1999 was our first
period of operations.  We had no revenues from operations.  Our loss during this
period of $200,991 was as a result of developing our business plan, research and
development  expenditures  related to the development of our  MindfulEye.com web
site and general overhead and administrative  expenses.  These expenses included
$106,369 in  consulting  fees;  $46,037 in salary  expenses;  $19,039 in general
office  expenses;  $9,252 in professional  fees;  $9,193 in rent,  utilities and
telephone expenses and $1,889 in expenses related to marketing and promotion.

We expect  expenses  related to  research  and  development  and  administrative
expenses to  continue  to be a material  component  of our  expenses  during the
start-up phase of our  development.  We anticipate that  professional  fees will
increase  during the start-up  phase of our  development  and as we complete the
Exchange Act registration  process.  We also anticipate that expenses related to
marketing and sales will  increase  substantially  during the second  quarter of
2000, as we begin an extensive campaign to market and promote our MindfulEye.com
web site.

     Liquidity and Capital Resources

On March 13,  2000,  we  completed a financing  to raise  $2,257,500  by issuing
1,075,000  units at $2.10 per unit,  each  unit  consisting  of one share of our
common stock and one-half warrant. Each whole warrant is be exercisable to



                                      -14-
<PAGE>

acquire one additional  common share of share of our common stock at $2.10 on or
before March 13, 2001 and $2.50 on or before March 13, 2002.

As of March 31, 2000,  we had working  capital of  $1,609,211.  Our expenses are
expected to rise dramatically. See "Our Plan of Operation."

Our Plan of Operation

We  anticipate  it will need the  following  financing to implement our business
plan and to meet our  financial  obligations  for the year ending  December  31,
2000.

<TABLE>
                                                                      PERIOD
                                                                       2000
----------------------------------------------------------------------------------------------------
                 DESCRIPTION                     2nd Quarter        3rd Quarter       4th Quarter
                                                  Mar. - June       July - Sept.      Oct. - Dec.
---------------------------------------------- -----------------------------------------------------
                                                       $                 $                $
---------------------------------------------- -----------------------------------------------------
<S>                                                  <C>               <C>                <C>
Office and administration                            56,761            71,080             46,240

Research and Development                             82,700            64,197            103,030

Equipment                                           191,261            71,553              9,798

Marketing and Sales                                   6,624           106,707                207

Salaries and Consulting Fees                        248,102           192,591            309,091

Misc.                                               257,180            41,704             37,653

Total expenditures                                  842,628           547,832            506,019

Working Capital end of Quarter                    1,293,372(1)        745,540            239,521
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes projected expenditures for March 2000.

As of March 31, 2000, we had working  capital of $1,609,211.  We anticipate that
our working capital is sufficient to satisfy our cash  requirements  through our
fiscal year ending December 31, 2000.

We believe our  estimates  of our capital  requirements  to be  reasonable.  The
capital  requirements  are only  estimates  and can  change  for many  different
reasons,  some of which are  beyond  our  control.  We are a  development  stage
company and are the process of  developing  our  technologies  and marketing our
services to subscribers. We currently have no subscribers to our services and no
income from our operations or  arrangements  for financing,  and there can be no
assurance that we will successful  acquire  financing on terms acceptable to us,
if at all.

     Product Research and Development

We currently develop all of our technologies  internally.  We anticipate we will
spend  approximately  $1,800,000  to  develop  the  technology  related  to  our
MindfulEye  services  and support  systems.  We may also engage  consultants  to
assist  us  with  product  research  and  development,  but  currently  have  no
arrangements to do so.

The cost for  developing  technology  is expensive  and the process will require
testing and  refinement.  Our  commercial  success will depend on our ability to
attract  subscribers  to our  MindfulEye.com  Services.  This will require us to
develop and use increasing sophisticated  technologies to generate,  sustain and
maintain user interest and  satisfaction.  See "Note  Regarding  Forward Looking
Statements."



                                      -15-
<PAGE>

We do not anticipate that our  technologies  will be ready to subscribe to until
at least  the  fourth  quarter  2000.  There  can be no  assurance  that we will
successfully  develop and test the  technologies  related to our  MindfulEye.com
Services or  contemplated  in our business plan on a timely basis,  if at all. A
substantial  delay  in  obtaining  the  required  financing  or  developing  our
MindfulEye  services  and the  support  services  for  subscribers  would have a
materially  adverse effect on our business and results of operations.  See "Note
Regarding Forward Looking Statements."

     Acquisition of Equipment for Our Services

We also intend to acquire  computer  systems and to develop  system  software to
support our administrative  offices and our subscription services. We anticipate
that the cost of such  equipment  and  systems  will be  approximately  $275,000
during the next twelve months.

     Personnel

We have 13  employees,  7 are  programmers  and  developers,  who  assist  us in
development of our business and our internal operating and information  systems.
We also employ 6 employees  who are  engaged in general and  administrative  and
marketing  functions.  We also  engage  Dave  Edis of  Interactive  Tools,  as a
consultant, to assist us in the development of our technologies,  Tom Haibeck of
Haibeck Consulting to assist us with public relations, Lorna Fadden to assist us
with our NLP (matural language processing) development,  Dov Litman to assist us
with analysis of data,  and Geoff Lef to assist us with  marketing.  We may also
engage additional consultants in the future to assist us with the development of
software and information systems and implementation of our business plan.

We  anticipate  that  during  2000,  we will hire a Chief  Executive  Officer to
replace  Tod Maffin,  our Interim  Chief  Executive  Officer,  and to manage our
ongoing  operations.  We may also hire up to four employees to provide  consumer
support  services,   three  to  providing  marketing  and  sales  support,  four
information systems employees and two administration employees.

Our  success  will  depend in large part on our  ability  to attract  and retain
skilled and experienced  employees and consultants.  We do not anticipate any of
our employees will be covered by a collective  bargaining  agreement.  We do not
currently  have any key man life  insurance on any of our directors or executive
officers.

     Year 2000 Issues

We do not anticipate we will  experience any material  adverse  construence as a
result of the Year 2000 issue.

ITEM 3   DESCRIPTION OF PROPERTY

We currently  rent our principal  business  office at 114 West Magnolia  Street,
Suite 400-117  Bellingham,  Washington  98225 on a month to month basis for $150
per month.

MindfulEye.com  Systems Inc.,  our operating  subsidiary,  leases  approximately
5,000 square feet of office space at Suite 300, 355 Burrard  Street,  Vancouver,
BC for  approximately  US$8,340  per month.  This lease  expires on February 28,
2005.

We do not presently own or lease any other property or real estate.

ITEM 4   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  concerning  the number of
shares of Common  Stock  owned  beneficially  as of March 13,  2000 by: (i) each
person known to us to own more than five percent (5%) of any class of our voting
securities; (ii) each of our directors; and (iii) all our directors and officers
as a group.  Unless otherwise  indicated,  the shareholders  listed possess sole
voting and investment power with respect to the shares shown.



                                      -16-
<PAGE>

<TABLE>

TITLE OF CLASS          NAME AND ADDRESS OF BENEFICIAL OWNER         AMOUNT AND NATURE OF         PERCENT OF
                        BENEFICIAL OWNER                             BENEFICIAL OWNER              CLASS(1)
----------------------- -------------------------------------------- ----------------------------- -----------------
<S>                     <C>                                          <C>                           <C>
Common Stock            Tod Maffin                                   1,232,770                     8.9%
                        111-1045 Haro Street
                        Vancouver, BC
                        Canada  V6E 3Z8
----------------------- -------------------------------------------- ----------------------------- -----------------
Common Stock            Todd Cusolle                                 1,232,770                     8.9%
                        701-1433 Beach Avenue
                        Vancouver, BC
                        Canada  V6G 1Y3
----------------------- -------------------------------------------- ----------------------------- -----------------
Common Stock            Ray Torresan                                 1,232,770                     8.9%
                        403-1000 Beach Avenue
                        Vancouver, BC
                        Canada  V6E 4M2
----------------------- -------------------------------------------- ----------------------------- -----------------
Common Stock            Amanda Kerr                                  1,232,770                     8.9%
                        198 Aquarius Mews
                        Vancouver, BC
                        Canada  V6Z 2Y4
----------------------- -------------------------------------------- ----------------------------- -----------------
Common Stock            Varshney Capital Corp.(2)                    1,719,389                     12.4%
                        1304-925 West Georgia St
                        Vancouver, BC
                        Canada  V6C 3L2
----------------------- -------------------------------------------- ----------------------------- -----------------
Common Stock            Officers and Directors                       6,650,469                     48.1%
                        as a Group

----------------------- -------------------------------------------- ----------------------------- -----------------
</TABLE>

(1)  Based on an aggregate 13,815,000 shares outstanding as of March 31, 2000.

(2)  Varshney  Capital  Corp.  is  beneficially  owned by  Praveen  Varshney,  a
     director of the company.

We are not aware of any  arrangement,  which might result in a change in control
in the future.

ITEM 5   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Officers

All of our directors are elected  annually by the  shareholders  and hold office
until the next annual general meeting of shareholders or until their  successors
are duly  elected  and  qualified,  unless  they  sooner  resign  or cease to be
directors in accordance with our Articles of Incorporation.  We have not held an
annual regular general meeting and the next regular meeting is anticipated to be
held in May 2001.  Our  executive  officers  are  appointed  by and serve at the
pleasure of our Board of Directors.



                                      -17-
<PAGE>

As at May 31, 2000, the following  persons were our directors  and/or  executive
officers:

<TABLE>
                                                                             Principal occupation and if not
                                                                             at present an elected director,
 Name and present office held          Age              Director since       occupation during the preceding
                                                                                        five years
------------------------------- ------------------- ----------------------- -----------------------------------
<S>                                     <C>                     <C>           <C>
Tod Maffin, Director
Interim Chief Executive                 28                March 2000               Internet Consultant
Officer
------------------------------- ------------------- ----------------------- -----------------------------------
Ray Torresan, Director,                 37                March 2000             Corporate Communications
President                                                                               Consultant
------------------------------- ------------------- ----------------------- -----------------------------------
Todd Cusolle, Director, VP              28                March 2000               Internet Programmer
Technology
------------------------------- ------------------- ----------------------- -----------------------------------
Amanda Kerr, Director,                  29                March 2000             Internet Project Manager
Secretary, VP Operations
------------------------------- ------------------- ----------------------- -----------------------------------
Praveen Varshney, Director              34                March 2000               Chartered Accountant
------------------------------- ------------------- ----------------------- -----------------------------------
</TABLE>

The following is a brief  biographical  information  on each of the officers and
directors of listed:

Tod Maffin, Interim Chief Executive Officer  and Director

After a career in broadcast journalism and public relations, Mr. Maffin became a
founding staff member and Vice President,  Marketing, for Emerge Online in March
1996. He then served as Executive Vice President,  Marketing, at communicate.com
(formerly  IMEDIAT  Digital) from September 1998 to January 1999 when he left to
pursue a successful  consulting  practice  securing  clients that included AT&T,
Ericsson, Microcell, Mackenzie Financial, Netcom, The Investment Funds Institute
of   Canada,   Connex   GSM,   Telus,   and   others).   He  is  editor  of  the
MobileCommerce.org  and  FutureFile.com  newsletters  and  web  sites  and  is a
national broadcaster and columnist.  Mr. Maffin serves on the advisory board for
Microcell  Solutions  Inc.  and Tech BC  University.  Mr.  Maffin  served as our
President  from March 13, 2000 through April 28, 2000,  when he was appointed as
our interim CEO. Mr. Maffin will dedicate approximately 40% of his business time
to the business affairs of the Company.

Ray Torresan, President and Director

Ray Torresan was president of Torresan  Communications Inc., a leading financial
public relations firm based in Vancouver,  until he left to start MindfulEye.com
in 1999. Mr. Torresan has been active in corporate  communications  in Vancouver
and Toronto with the Torresan group of companies since the early 1980s. He is an
Accredited Public Relations Practitioner (APR), certified by the Canadian Public
Relations  Society,  a  Certified   Advertising  Agency   Practitioner   (CAAP),
accredited by the Institute of Canadian Advertising. He has served as a director
of St. Paul's  Hospital in Vancouver since 1998 and is involved as a director in
various  charitable  organizations.  Mr.  Torresan  will serve as President on a
full-time basis.

Todd Cusolle, VP Technology  and Director

Mr.  Cusolle  served  as  a  senior  developer  and  architect  at  Quadravision
Communications  (now Bowne  Internet) from December 1995 to August 1996,  Emerge
Online from August 1996 until  September  1998,  Communicate.com  from September
1998 to January 1999, and at RLG  netPeformance  from January 1999 to July 1999.
While working with these  organizations Mr. Cusolle lead the development of some
of the largest investment and financial web sites,  including HSBC USA, TD Bank,
Comerica Bank, Fleet Bank USA, Canada Trust,  Canadian Corporate News,  Bayshore
Trust. Mr. Cusolle will serve as President on a full-time basis.



                                      -18-
<PAGE>

Amanda Kerr, VP Operations, Secretary and Director

Ms. Kerr served as a senior project  manager for Emerge Online from July 1996 to
September  1998 and as senior  project  manager  for  communicate.com  (formerly
IMEDIAT  Digital)  from  October  1998  to  July  1999.  Ms.  Kerr  managed  the
development  of  large-scale   transaction   web  sites  such  as  London  Drugs
PhotoStation,  CKWX News1130,  HSBC Bank USA (formerly  Marine Midland Bank) and
the Jim Pattison  Trade Group web site and extranet  while at Emerge  Online and
communicate.com.  Ms. Kerr owned a web consulting firm from May 1994 to December
1996. Ms. Kerr will serve as VP of operations on a full-time basis.

Praveen Varshney, Director

Mr. Varshney is a Chartered  Accountant.  He obtained his CA designation in 1990
from the  Institute of Chartered  Accountants  of B.C.  and  graduated  from the
University of British  Columbia in 1987 with a degree in Bachelor of Commerce in
Accounting.  He was a consultant  for the  Varshney  Chowdhry  Group,  a venture
capital firm, from 1993 to 1999, and Varshney  Capital Corp., a merchant banking
and venture capital firm in which he is a principal and co-founder, from 1999 to
present.  From  1987 to  1991,  he was with  KPMG,  Chartered  Accountants.  Mr.
Varshney  is a member  of the  Vancouver  chapters  of The  Young  Entrepreneurs
Organization (Y.E.O.) and The IndUS Entrepreneurs (T.I.E.).

Additional Information

Members of our Board of Directors are elected by our  shareholders  to represent
the interests of all our shareholders. Our Board of Directors meets periodically
to review significant  developments  affecting us and our business and to act on
matters  requiring Board approval.  Although our Board of Directors may delegate
many matters to others, it reserves certain powers and functions to itself.  The
only standing  committee of the Board of Directors of the Registrant is an Audit
Committee.  The Audit  Committee  currently  consists of Ray Torresan and Amanda
Kerr.  This  committee is directed to review the scope,  cost and results of the
independent audit of our books and records, the results of the annual audit with
management and the adequacy of our accounting, financial and operating controls;
to recommend annually to our Board of Directors the selection of the independent
auditors;  to consider proposals made by our independent auditors for consulting
work;  and to  report  to our  Board of  Directors,  when so  requested,  on any
accounting or financial matters.

None of the our directors or executive  officers are parties to any  arrangement
or  understanding  with any other person  pursuant to which the  individual  was
elected as a director or officer.

None of our directors or executive officers has any family relationship with any
other officer or director.

None of the officers or directors of the  Registrant  have been  involved in the
past five years in any of the following: (1) bankruptcy proceedings; (2) subject
to criminal  proceedings  or  convicted  of a criminal  act;  (3) subject to any
order,  judgment or decree  entered by any court  limiting in any way his or her
involvement in any type of business,  securities or banking  activities;  or (4)
subject  to any order for  violation  of  federal  or state  securities  laws or
commodities laws.

Advisory Board

Our advisory  board consists of various  individuals  that assist the company in
strategic and business development. Our advisory board consists of the following
individuals:



                                      -19-
<PAGE>

--------------------------- ------------------------------ ---------------------
Name                        Title                          Company
                                                           City
--------------------------- ------------------------------ ---------------------
Tim Hockey                  Vice President                 Canada Trust
                            Investment & Banking           Toronto ON
--------------------------- ------------------------------ ---------------------
Jeff Brock                  Principal                      Sierra Systems
                            E-Commerce                     Seattle WA USA
--------------------------- ------------------------------ ---------------------
Joel Chamish                President                      PickYourPresent.com
                                                           Vancouver BC
--------------------------- ------------------------------ ---------------------
Edward Trapunski            Editor, Silicon Valley N.      Globe and Mail
                            Writer, Globe and Mail         Toronto ON
--------------------------- ------------------------------ ---------------------
Chris Merry                 Vice President                 Merrill Lynch
                                                           Toronto ON
--------------------------- ------------------------------ ---------------------
Pat Dunwoody (f)            Assistant Vice President       Trimark Investments
                                                           Toronto ON
--------------------------- ------------------------------ ---------------------
Larry Cardy                 Vice President                 Canada NewsWire
                            Western Canada                 Vancouver BC
--------------------------- ------------------------------ ---------------------
Lynn Richards               Vice President                 Horizon Computer
                                                           Surrey BC
--------------------------- ------------------------------ ---------------------
Richard Ketchen             Owner                          Ketchen & Company
                                                           West Vancouver BC
--------------------------- ------------------------------ ---------------------
Jacqueline Voci             Manager                        Pivotal Corporation
                            Corporate Cmns.                North Vancouver BC
--------------------------- ------------------------------ ---------------------



ITEM 6   EXECUTIVE COMPENSATION

Compensation of Executive Officers

The  following  table sets  forth  compensation  information  for our year ended
December 31, 1999 and anticipated  compensation  for our year ended December 31,
2000:






                                      -20-
<PAGE>

<TABLE>

=========================================================================================================================
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------------
                                            Annual Compensation               Long-Term Compensation
                                                                        ------------------------ -----------
                                                                                Awards           Pay-outs
                                      -------- ------------ ----------- ----------- ------------ -----------
                                                            Other
                                                            Annual      Restricted  Securities               All Other
                                                            Compen-satioStock       Under-lying              Compen-
Name and                              Salary   Bonus        ($)         Award(s)    Options/     LTIP        sation
Principal Position     Year Ended     ($)      ($)                      ($)         SARs (#)     Payouts     ($)
---------------------- -------------- -------- ------------ ----------- ----------- ------------ ----------- ------------
<S>                    <C>            <C>       <C>         <C>         <C>          <C>         <C>          <C>
Tod Maffin, (1)                                    Not         Not         Not          Not         Not          Not
Interim CEO,           12/31/00       69,000    available   available   available    available   available    available
Director
---------------------- -------------- -------- ------------ ----------- ----------- ------------ ----------- ------------
Todd Cusolle, (1)                                  Not         Not         Not          Not         Not          Not
VP Technology,         12/31/00       89,700    available   available   available    available   available    available
Director
---------------------- -------------- -------- ------------ ----------- ----------- ------------ ----------- ------------
Amanda Kerr, (1)                                   Not         Not         Not          Not         Not          Not
VP Operations,         12/31/00       69,000    available   available   available    available   available    available
Secretary,
Director
---------------------- -------------- -------- ------------ ----------- ----------- ------------ ----------- ------------
Ray Torresan, (1)      12/31/99                    Not         Not         Not          Not         Not          Not
President,             12/31/00       69,000    available   available   available    available   available    available
Director
---------------------- -------------- -------- ------------ ----------- ----------- ------------ ----------- ------------
Carmine J. Bua (2)     12/31/00       Nil          Nil         Nil         Nil          Nil         Nil          Nil
President and          12/31/99       Nil          Nil         Nil         Nil          Nil         Nil          Nil
Director
---------------------- -------------- -------- ------------ ----------- ----------- ------------ ----------- ------------
John A. Meyer (3)      12/31/00       8,400        Nil         Nil         Nil          Nil         Nil          Nil
President and
Director
=========================================================================================================================
</TABLE>

(1)  Appointed on March 13, 2000.
(2)  Mr. Bua served as our  President  and  Director  from  November 12, 1999 to
     January 24, 2000.
(3)  Mr. Meyer  served as our  President  and Director  from January 24, 2000 to
     March 13, 2000.


Our Directors do not receive any stated  salary for their  services as directors
or members of  committees  of the Board of  Directors,  but by resolution of the
Board,  a fixed fee and expenses of attendance  may be allowed for attendance at
each  meeting.  Directors  may also serve our company in other  capacities as an
officer, agent or otherwise,  and may receive compensation for their services in
such other capacity.

     Stock Options

On April 28, 2000,  our board of  directors  approved and adopted our 2000 Stock
Option Plan.  Under the plan,  the board of directors  may grant  incentive  and
non-qualified options to acquire up to a total of 3,000,000 shares of our common
stock to our directors, officers, employees and consultants.



                                      -21-
<PAGE>

The plan is intended  to retain the  services  of our valued key  employees  and
consultants and others that the plan administrator may select to:

     encourage our employees and  consultants  to acquire a greater  proprietary
     interest in Mindfuleye, Inc.;

     serve as an aid and inducement in the hiring of new employees; and

     provide an equity  incentive to consultants and others selected by the plan
     administrator.

The primary  difference  between  "incentive  stock  options" and  non-qualified
options is the tax  treatment of the option  holder.  If a holder  complies with
Internal Revenue Service rules regarding incentive stock options, a holder of an
incentive  stock can defer  recognition  of income  for tax  purposes  until the
shares  underlying  the options  are sold.  A holder of a  non-qualified  option
generally recognizes income on the date of exercise. Incentive stock options may
be granted to any  individual  who,  at the time the  option is  granted,  is an
employee of China  Broadband  or any related  corporation.  Non-qualified  stock
options may be granted to employees and to others at the  discretion of the plan
administrator.  The plan  administrator  fixes the exercise price for options in
the  exercise  of its sole  discretion,  except that the  exercise  price for an
incentive  stock  option must be at least the fair market value per share of the
common stock at the date of grant (as  determined by the plan  administrator  in
good faith), or in the case of greater-than ten percent  shareholders,  at least
one hundred ten percent of the fair market value per share.  The exercise  price
may be paid in cash or, with the  approval of the plan  administrator,  by other
means,  including  withholding  of option shares or delivery of previously  held
shares.  Options  granted  under the plan vest over a  three-year  period,  with
one-third  becoming  exercisable at the end of each of the three years following
the date of grant. The plan  administrator may accelerate the vesting of options
in its sole discretion.

Options  are  non-transferable  except  by  will  or the  laws  of  descent  and
distribution  or subject to a  qualified  domestic  relations  order.  With some
exceptions, vested but unexercised options terminate upon the earlier of:

     o    the expiration of the option term specified by the plan  administrator
          at the  date of  grant  (generally  10  years;  or,  with  respect  to
          incentive   stock  options   granted  to   greater-than   ten  percent
          shareholders, a maximum of five years);

     o    the  expiration  of 30 days  from the date of an  employee  optionee's
          termination  of  employment  with us or any related  corporation  "for
          cause" as defined in the plan;

     o    the  expiration  of 90 days  from the date of an  employee  optionee's
          termination of employment  with us or any related  corporation for any
          reason whatsoever other than for cause,  death or disability  (unless,
          in the  case of  non-qualified  stock  options,  extended  by the plan
          administrator); or

     o    the  expiration of one year from the date of death or  disability  (as
          defined in the plan) of the optionee.


If an employee optionee's  employment is terminated by death, any option held by
the  optionee  is  exercisable  only by the  person  or  persons  to  whom  such
optionee's rights under the option pass by the optionee's

We have reserved 2,075,250 shares for issuance pursuant to our 2000 Stock Option
Plan. We anticipate we will issue shares to certain of our directors,  executive
officers and consultants  during our second fiscal quarter ending June 30, 2000.
We intend to register  our stock option plan under the  Securities  Act after we
adopt a plan and this registration statement is declared effective.




                                      -22-
<PAGE>

We intend to grant  stock  options  to the  following  officers,  directors  and
consultants:


--------------------------------------------------------------------------------
            Grantee(1)                Number of Options       Exercise Price
------------------------------------ --------------------- ---------------------

Tod Maffin, Interim CEO and Director        80,000            Not available(1)
------------------------------------ --------------------- ---------------------
Ray Torresan, President and Director       200,000            Not available(1)
------------------------------------ --------------------- ---------------------
Todd  Cusolle, VP Technology and           200,000            Not available(1)
Director
------------------------------------ --------------------- ---------------------
Amanda Kerr, VP Operations,                200,000            Not available(1)
Secretary and Director
------------------------------------ --------------------- ---------------------
Employee pool                            2,320,000(2)         Not available(1)
--------------------------------------------------------------------------------
(1)  We intend to determine the exercise price on the date of grant based on the
     fair market value of our shares.
(2)  We intend to use the  employee  pool to grant  options to our  current  and
     future employees.

Employment Agreements

We currently have employment agreements with the following employees:

     Heather  Macintosh:  Under  the  terms of our  employment  agreement  dated
     February 1, 2000.  The agreement is for a term of 1 year. We also agreed to
     issue Ms.  Macintosh  options to acquire  shares our common  stock  under a
     stock option plan.

     Xiaowei  (William) Tang: Under the terms of our employment  agreement dated
     February 17, 2000. The agreement is for a term of 1 year. We also agreed to
     issue Mr. Tang options to acquire  shares of our common stock under a stock
     option plan.

     Steve Ritchie:  Under the terms of our employment  agreement dated February
     16, 2000.  The  agreement is for a term of 1 year.  We also agreed to issue
     Mr.  Ritchie  options to acquire  shares of our common  stock under a stock
     option plan.

     Edna (Rox)  Zurbuchen:  Under the terms of our employment  agreement  dated
     February 1, 2000.  The agreement is for a term of 1 year. We also agreed to
     issue Ms.  Zurbuchen  options to acquire shares of our common stock under a
     stock option plan.

     Dr.  Maria-Teresa  (MAITE)  Taboada:  Under  the  terms  of our  employment
     agreement  dated March 2, 2000.  The  agreement is for a term of 1 year. We
     also agreed to issue Dr.  Taboada  options to acquire  shares of our common
     stock under a stock option plan.

     Mr.  Ashley  Webster:  Under the terms of our  employment  agreement  dated
     February 29, 2000. The agreement is for a term of 1 year. We also agreed to
     issue Mr.  Webster  options to acquire  shares of our common  stock under a
     stock option plan.

     Leonard Nelson:  Under the terms of our employment  agreement dated June 1,
     2000. The  employment  agreement is for a term of 1 year. We also agreed to
     issue Mr.  Nelson  options to acquire  shares of our common  stock  under a
     stock option plan.

     Pravin  Shaw:  Under the terms of our  employment  agreement  dated June 1,
     2000. The  employment  agreement is for a term of 1 year. We also agreed to
     issue Mr. Shaw options to acquire  shares of our common stock under a stock
     option plan.

     Pedro Lam: Under the terms of our employment agreement dated April 1, 2000.
     The  employment  agreement is for a term of 1 year. We also agreed to issue
     Mr. Lam options to acquire  shares of our common stock under a stock option
     plan.



                                      -23-
<PAGE>

We currently have no other employment,  consulting or other service contracts or
arrangements  between us or our  subsidiaries and our directors and/or executive
officers.

ITEM 7   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as otherwise  disclosed  herein, no director,  senior officer,  principal
shareholder,  or any associate or affiliate thereof,  had any material interest,
direct or indirect,  in any transaction  since our  organization  that had or is
anticipated to have a materially  affect on us or our business,  or any proposed
transaction  that  would  materially  affect us or our  business,  except for an
interest  arising from the ownership of our shares where the member will receive
no extra or special  benefit or advantage  not shared on a pro rata basis by all
holders of shares in our capital.

     o    We acquired  our  business and  technologies  by acquiring  all of the
          issued  and  outstanding   shares  of  MindfulEye  Systems  Inc.,  our
          wholly-owned  subsidiary.  Pursuant  to  a  share  purchase  agreement
          effective  March 13, 2000,  we issued  6,910,000  shares of our common
          stock in  exchange  for all of the  issued and  outstanding  shares of
          MindfulEye Systems to the following MindfulEye shareholders:

           ---------------------------------------------------------------------
                           Shareholder                      Number of Shares
           ---------------------------------------------------------------------
           Tod Maffin                                            1,232,770
           ---------------------------------------------------------------------
           Todd Cusolle                                          1,232,770
           ---------------------------------------------------------------------
           Ray Torresan                                          1,232,770
           ---------------------------------------------------------------------
           Amanda Kerr                                           1,232,770
           ---------------------------------------------------------------------
           Roger Mutimer                                           259,531
           ---------------------------------------------------------------------
           Varshney Capital Corp., a British                     1,719,389
           Columbia company
           ---------------------------------------------------------------------
                Total                                            6,910,000
           ---------------------------------------------------------------------

     o    We  repaid  a loan  from  Varshney  Capital  Corp.  to  MindfulEye.com
          Services,  Inc. in  connection  with our  acquisition  of Mindful eye.
          Services Inc.

     o    MindfulEye,  our  subsidiary,  leases  its office  space  from  Marine
          Building Holdings Ltd. and Omers Realty Corporation, collectively

See "Description of Business-- Our Acquisition of MindfulEye.com Systems, Inc."

We believe  that all of the above  described  transactions  are on as  favorable
terms to us as such  agreements  could have been negotiated at arms' length with
unrelated third-parties.

ITEM 8   DESCRIPTION OF SECURITIES

Our authorized capital consists of 100,000,000 shares of common stock with a par
value of $0.001 per share.  At March 13,  2000,  there  were  13,815,000  shares
issued and outstanding and we reserved for issuance an additional 537,500 shares
for issuance  pursuant to warrants and 2,072,250 shares for issuance pursuant to
incentive stock option grants.

All  shares  are of the same  class and have the same  rights,  preferences  and
limitations.  The  holders of the  shares are  entitled  to  dividends  in cash,
property or shares as and when  declared by the Board of Directors  out of funds
legally  available  therefor,  to one vote per Share at meetings of our security
holders and, upon  liquidation,  to receive such assets as are  distributable to
the holders of the shares.  Upon any  liquidation,  dissolution or winding up of
our business proceeds, if any, after payment or provision for payment of all our
debts, obligations or liabilities shall be distributed to the holders of shares.
There are no  pre-emptive  rights or conversion  rights  attached to the Shares.
There  are  also  no  redemption  or  purchase  for  cancellation  or  surrender
provisions,  sinking  or  purchase  fund  provisions,  or any  provisions  as to
modification,  amendment or variation of any such rights or provisions  attached
to our shares.



                                      -24-
<PAGE>

Our Outstanding Share Capital

Our business activities and operations have been funded to date through issuance
of shares of our common stock in the following transactions:

<TABLE>
-------------------------------------------------------------------------------------------------------------------------
                                                                     Number of Shares           Total Price of Shares($)
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                          <C>
Founders shares issued at par value (post-forward                     5,250,000(1)(2)                  70,000(1)(2)
split)
-------------------------------------------------------------------------------------------------------------------------
Issued for cash at $0.0066 per share (post-forward split)             1,500,000(1)(2)                  10,000(1)(2)
-------------------------------------------------------------------------------------------------------------------------
Issued  as  consideration  for the  acquisition  of all the           6,910,000
issued and  outstanding  shares of  MindfulEye.com  Systems
Inc. (3)
-------------------------------------------------------------------------------------------------------------------------
Cancellation/Surrender of 920,000 shares(4)                            (920,000)
-------------------------------------------------------------------------------------------------------------------------
Issued for cash at $2.10 per share(5)                                 1,075,000                     2,257,500
-------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                13,815,000
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  On a  post-forward  split  basis.  On June 20,  1998,  we amended  our
          Articles of  Incorporation  to increase the  authorized  share capital
          from 100,000 to  100,000,000  common shares with a par value of $0.001
          and to affect a forward  split of our  issued  and  outstanding  share
          capital on a five  shares for one share  basis.  Prior to the  forward
          split,  we had 90,000 issued and  outstanding  shares of common stock,
          with a par value of $0.25 each, and after giving effect to the forward
          split,  such shares were  automatically  reclassified and changed into
          450,000 fully-paid and  non-assessable  shares of common stock, with a
          par value of 0.001 each.

     (2)  On January 4, 2000 we amended our Articles of  Incorporation to affect
          a forward share split of our issued and outstanding share capital on a
          fifteen shares for one share basis. Prior to the forward split, we had
          450,000 shares of issued and outstanding  shares of common stock, with
          a par value of $0.001,  and after giving effect to the forward  split,
          such shares were automatically reclassified and changed into 6,750,000
          fully paid and non-assessable shares of common stock, with a par value
          of $0.001,  without increasing or decreasing the amount of our capital
          or paid-in surplus.

     (3)  On  January  25,  2000,  we agreed to  acquire  all of the  issued and
          outstanding  shares of  MindfulEye.com,  our  subsidiary for 6,910,000
          shares of common stock.

     (4)  On March 13, 2000, 920,000 shares of common stock issued to John Meyer
          were  contributed  to the  company  and  cancelled  since  John  Meyer
          resigned  as a an officer  and a director  of the  company and will no
          longer play an active role.

     (5)  We completed a private placement of 1,075,000 units at $2.10 per unit,
          each unit  consisting  of one share of our common  stock and  one-half
          warrant.   Each  whole  warrant  is  be  exercisable  to  acquire  one
          additional  common  share of our  common  stock at $2.10 on or  before
          March 13, 2001 and $2.50 on or before March 13, 2002.



                                      -25-
<PAGE>

                                     PART II

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

On November  20,  1998,  our common  stock was approved for trading on the OTCBB
under the symbol "RBTC".  There was no material market for our common shares and
no trades of our shares from  November 20, 1998 to February 29, 2000. On May 12,
2000, we changed our name to MindfulEye.com,  and our trading symbol was changed
to "MEYI."

On May 26, 2000,  the last  reported  price of our common stock quoted by on the
National Quotation Bureau Inc.'s "pink sheets" was $3.187.

We have not  declared or paid any cash  dividends  on our common stock since our
inception,  and our Board of Directors  currently intends to retain all earnings
for use in the  business  for the  foreseeable  future.  Any  future  payment of
dividends will depend upon our results of operations,  financial condition, cash
requirements, and other factors deemed relevant by our Board of Directors.

ITEM 2   LEGAL PROCEEDINGS

We are not a party to, and none of our  property  is subject  to, any pending or
threatened legal proceeding.

ITEM 3   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not applicable.

ITEM 4   RECENT SALES OF UNREGISTERED SECURITIES

From our inception to December 31, 1981, we issued 5,250,000 (70,000 pre-5:1 and
15:1  split)  shares of our common  stock for cash of $70,000.  We issued  these
shares  in  connection  with  the  initial  seed  capital   investment  and  the
organization of our corporation. At the time these shares were issued, we were a
shell company with no material  business or assets,  and there was no market for
our common  stock.  The  issuance of those  shares was exempt from  registration
under the  provisions of Section 4(2) of the Securities Act of 1933, as amended.
The issuance of the shares did not involve a public offering.

On May 1, 1998, we issued 750,000 (10,000  pre-5:1 and 15:1 split)(1)  shares to
Randall Trover, our then President and director,  for $2,500 and 750,000 (10,000
pre-5:1 and 15:1 split) shares to Adrienne  Barnett,  our then vice president of
business development,  for $2,500. At the time these shares were issued, we were
a shell company with no material business or assets, and there was no market for
our common  stock.  The  issuance of those  shares was exempt from  registration
under the  provisions of Section 4(2) of the Securities Act of 1933, as amended.
The issuance of the shares did not involve a public offering.

(1)  After giving  effect to a five for one forward split on June 20, 1998 and a
     fifteen for one forward split on January 4, 2000.

In early 2000, we began negotiations to acquire MindfulEye Systems, Inc.. At the
time the negotiations  began there was no market for our shares.  On January 25,
2000,  we  entered  into a letter  agreement  to  acquire  all of the issued and
outstanding  shares of  MindfulEye  Systems for  6,910,000  shares of our common
stock.  On March 13, 2000, we closed the  acquisition of MindfulEye  Systems and
issued 6,910,000 pursuant to a definitive  agreement and issued 6,910,000 shares
of our common stock,  which represents  approximately 50% of our issued capital.
These shares were issued to Tod Maffin, Todd Cusolle, Ray Torresan, Amanda Kerr,
Roger Mutimer and Praveen Varshney for all of the issued and outstanding  shares
of common stock of MindfulEye Systems. The shares were issued pursuant



                                      -26-
<PAGE>

to an  exemption  from  registration  pursuant  to  Rule  506  of  Regulation  D
promulgated  under the Securities  Act of 1933, as amended.  The issuance of the
shares did not involve a public offering.

Pursuant to a  resolution  of the Board of Directors  dated March 13,  2000,  we
issued 1,075,000 units to Soledad Holdings Ltd., a company  controlled by Kelley
Cook, at the price of $2.10 per unit to raise $2,257,500. Each unit consisted of
one  share  of our  common  stock  and one  half of one  non-transferable  share
purchase warrant. The offering was not underwritten. The offer and sale was made
to  non-U.S.   persons  outside  of  the  United  States  and  was  exempt  from
registration  in  reliance  upon  under  Regulation  S  promulgated   under  the
Securities Act of 1933, as amended. The issuance of the shares did not involve a
public offering.

ITEM 5   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws require us to indemnify to the fullest  extent  permitted by law each
person that is empowered  by law to  indemnify.  Our  Articles of  Incorporation
require us to indemnify  to the fullest  extent  permitted  by Nevada law,  each
person that we have the power to indemnify.

Nevada law permits a corporation,  under specified  circumstances,  to indemnify
its  directors,  officers,  employees  or  agents  against  expenses  (including
attorney's fees), judgments,  fines and amounts paid in settlements actually and
reasonably  incurred by them in connection with any action,  suit, or proceeding
brought by third parties by reason of the fact that they were or are  directors,
officers,  employees or agents of the corporation, if such directors,  officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect to any criminal  action or  proceeding,  had no reason to believe  their
conduct was unlawful. In a derivative action, i.e. one by or in the right of the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

Our Articles of Incorporation and Bylaws also contain provisions stating that no
director shall be liable to us or any of our  stockholders  for monetary damages
for breach of fiduciary duty as a director,  except with respect to (1) a breach
of the director's  duty of loyalty to the corporation or its  stockholders,  (2)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, (3) liability under Nevada law (for unlawful  payment
of dividends,  or unlawful stock  purchases or redemptions) or (4) a transaction
from which the director derived an improper personal  benefit.  The intention of
the  foregoing  provisions is to eliminate the liability of our directors or our
stockholders to the fullest extent permitted by Nevada law.





                                      -27-
<PAGE>

                                    PART F/S

                              FINANCIAL STATEMENTS

Consolidated  Financial Statements for MindfulEye.com  Systems Inc. for the Year
Ended December 31, 1999

Consolidated  Financial Statements for Rabatco, Inc. for the Year Ended December
31, 1999

Unaudited  Consolidated  Financial  Statements for Rabatco,  Inc. for the Fiscal
Quarter Ended March 31, 2000




<PAGE>

                           MINDFULEYE.COM SYSTEMS INC.
                 (formerly Investortrack.com Technologies Inc.)
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                         (Expressed in Canadian Dollars)

                                DECEMBER 31, 1999


<PAGE>


DAVIDSON & COMPANY    Chartered Accountants        A Partnership of Incorporated
                                                          Professionals



                          INDEPENDENT AUDITORS' REPORT


To the Directors of
MindfulEye.com Systems Inc.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)


We have audited the accompanying  balance sheet of  MindfulEye.com  Systems Inc.
(formerly  Investortrack.com  Technologies Inc.) as at December 31, 1999 and the
related statement of operations,  changes in stockholders' equity and cash flows
for the period from date of incorporation on July 21, 1999 to December 31, 1999.
These   financial   statements,   expressed   in  Canadian   dollars,   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

The  accompanying   financial   statements  have  been  prepared  assuming  that
MindfulEye.com  Systems Inc. will continue as a going  concern.  As discussed in
Note 1 to the financial statements, unless the Company attains future profitable
operations and/or obtains additional financing, there is substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regards to these matters are  discussed in Note 1. The  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position of  MindfulEye.com  Systems  Inc.  (formerly
Investortrack.com  Technologies Inc.) as at December 31, 1999 and the results of
its operations,  changes in its stockholders'  equity and its cash flows for the
period  from date of  incorporation  on July 21,  1999 to  December  31, 1999 in
accordance with generally accepted accounting principles in the United States of
America.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

February 7, 2000
                          A Member of SC INTERNATIONAL

    Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
                 Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                  Telephone (604) 687-0947 Fax (604) 687-6172


<PAGE>


MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development  Stage Company)
BALANCE SHEET
(Expressed in Canadian Dollars)
AS AT DECEMBER 31, 1999
================================================================================

<TABLE>

ASSETS

Current
<S>                                                                             <C>
    Cash                                                                        $       9,411
    Accounts receivable                                                                 2,397
                                                                                -------------
    Total current assets                                                               11,808

Capital assets (Note 3)                                                                35,155
                                                                                -------------
                                                                                $      46,963
===============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current

    Accounts payable and accrued liabilities                                    $      27,047
                                                                                -------------
    Total current liabilities                                                          27,047

Long-term debt (Note 4)                                                               309,000
                                                                                -------------
                                                                                      336,047
Stockholders' equity
    Capital stock
    Authorized
           100,000  common shares without par value

    Issued and outstanding
       December 31, 1999 - 160 common shares                                                2

    Deficit accumulated during the development stage                                 (289,086)
                                                                                -------------
                                                                                     (289,084)

                                                                                $      46,963
===============================================================================================
</TABLE>

Nature and continuance of operations (Note 1)

Subsequent events (Note 9)

On behalf of the Board:

                            Director                                    Director
----------------------------             -------------------------------


                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Expressed in Canadian Dollars)
PERIOD FROM DATE OF INCORPORATION ON JULY 21, 1999 TO DECEMBER 31, 1999

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

<TABLE>
ADMINISTRATIVE EXPENSES
    <S>                                                                           <C>
    Amortization                                                                  $       3,270
    Consulting fees                                                                     158,033
    Contract work                                                                         1,900
    Insurance                                                                               500
    Interest and bank charges                                                             6,442
    Investor relations                                                                    2,806
    Legal and audit fees                                                                 13,745
    Office and miscellaneous                                                             21,342
    Rent and utilities                                                                   10,072
    Telephone and communications                                                          3,587
    Wages and benefits                                                                   67,389
                                                                                  -------------

Loss for the period                                                               $     289,086
=================================================================================================

</TABLE>











                 The accompanying notes are an integral part of
                          these financial statements.


<PAGE>

MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
STATEMENT OF CHANGES IN  STOCKHOLDERS' EQUITY
(Expressed in Canadian Dollars)
================================================================================



<TABLE>

                                                                                    Deficit
                                                                                Accumulated
                                                      Common Stock               During the           Total
                                               -----------------------------    Development   Stockholders'
                                                     Shares          Amount           Stage          Equity
-------------------------------------------------------------------------------------------------------------



<S>                                                <C>           <C>             <C>             <C>
Balance, July 21, 1999                                   -       $       -       $        -       $       -

    Common stock issued                                160               2               -                2

    Loss for the period                                  -               -         (289,086)       (289,086)
                                               ------------  --------------  --------------  --------------

Balance, December 31, 1999                             160       $       2       $ (289,086)      $(289,084)
============================================================================================================

</TABLE>

















                 The accompanying notes are an integral part of
                          these financial statements.


<PAGE>


MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in Canadian Dollars)
PERIOD FROM DATE OF INCORPORATION ON JULY 21, 1999 TO DECEMBER 31, 1999
================================================================================



<TABLE>
<S>                                                                                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                                      $    (289,086)
    Adjustment to reconcile net loss to net cash from operating activities:
       Amortization                                                                                  3,270

    Changes in non-cash working capital items:

       Increase in accounts receivable                                                              (2,397)
       Increase in accounts payable and accrued liabilities                                         27,047
                                                                                             -------------
    Net cash used in operating activities                                                         (261,166)
                                                                                             -------------


CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of capital assets                                                                  (38,425)
                                                                                             -------------
    Net cash used in investing activities                                                          (38,425)
                                                                                             -------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from long-term debt                                                                   309,000
    Issuance of capital stock                                                                            2
                                                                                             -------------
    Net cash provided by financing activities                                                      309,002
                                                                                             -------------

Change in cash position during the period                                                            9,411

Cash position, beginning of period                                                                      -
                                                                                             ------------

Cash position, end of period                                                                 $       9,411
============================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 7)






                 The accompanying notes are an integral part of
                          these financial statements.


<PAGE>

MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
DECEMBER 31, 1999
================================================================================


1.   NATURE AND CONTINUANCE OF OPERATIONS

     The  Company  was  incorporated  on July 21, 1999 under the laws of British
     Columbia.  The  Company  is in  the  development  stage  and  is  currently
     developing a  subscription-based  service for the retail and  institutional
     investment   community  that  delivers   proprietary  content  directly  to
     subscribers by wireless devices, fax, email, and the web.

     The  Company's  financial  statements  are  prepared  using  the  generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the normal course of business.  However,  the Company has no current source
     of revenue. Without realization of additional capital, it would be unlikely
     for the Company to continue as a going concern.  It is management's plan in
     this regard to obtain additional working capital through equity financings.

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

     Working capital (deficiency)                               $    (15,239)
     Deficit accumulated during the development stage               (289,086)
     ========================================================================


2.   SIGNIFICANT ACCOUNTING POLICIES

     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  amount of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during the period. Actual results could differ from these estimates.

     Capital assets

     Capital  assets  are  recorded  at  cost  less  accumulated   amortization.
     Amortization  is being provided for annually,  using the declining  balance
     method at the following rates:

         Computer hardware                                    30%
         Computer software                                   100%

     Financial instruments

     The Company's financial  instruments consist of cash, accounts  receivable,
     accounts  payable  and  accrued  liabilities  and long  term  debt.  Unless
     otherwise noted, it is management's opinion that the Company is not exposed
     to  significant  interest,  currency  or credit  risks  arising  from these
     financial  instruments.  The  fair  value of  these  financial  instruments
     approximate their carrying values, unless otherwise noted.


<PAGE>

MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
DECEMBER 31, 1999
================================================================================



2.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
     asset or  liability  is  recorded  for all  temporary  differences  between
     financial and tax reporting and net operating loss carryforwards.  Deferred
     tax  expenses  (benefit)  results  from the net  change  during the year of
     deferred tax assets and liabilities.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 133  ("SFAS  133"),  "Accounting  for
     Derivative Instruments and Hedging Activities" which establishes accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities.  SFAS 133 is effective for all fiscal  quarters of fiscal years
     beginning  after June 15, 1999.  In June 1999,  the FASB issued SFAS 137 to
     defer the  effective  date of SFAS 133 to fiscal  quarters of fiscal  years
     beginning  after June 15, 2000.  The Company does not  anticipate  that the
     adoption of the statement  will have a significant  impact on its financial
     statements.

     Comprehensive income

     In 1999, the Company adopted  Statement of Financial  Accounting  Standards
     No. 130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
     establishes  rules  for  the  reporting  of  comprehensive  income  and its
     components.  The adoption of SFAS 130 had no impact on total  stockholders'
     equity as of December 31, 1999.

     Software development

     The  Company  has  adopted   Statement  of  Position   98-1  ("SOP  98-1"),
     "Accounting  for the Costs of Computer  Software  Developed or Obtained for
     Internal Use", as its accounting policy for internally  developed  computer
     software  costs.  Under SOP 98-1,  computer  software costs incurred in the
     preliminary  development stage are expensed as incurred.  Computer software
     costs incurred during the application development stage are capitalized and
     amortized over the software's estimated useful life.

3.   CAPITAL ASSETS

================================================================================
                                                   Accumulated             Net
                                            Cost   Amortization      Book Value
-------------------------------------------------------------------------------

Computer hardware                $       32,604  $        2,050 $       30,554
Computer software                         5,821           1,220          4,601
                                 --------------  -------------- --------------
                                 $       38,425  $        3,270 $       35,155
================================================================================



<PAGE>

MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
DECEMBER 31, 1999
================================================================================



4.   LONG-TERM DEBT

      ==========================================================================
      Note payable to a related  party, bearing interest
        at the prime rate of Bank of Montreal plus 2%, or
        10% if undeterminable; secured; repayable on either
        receipt of proceeds from second round Phase II
        Equity financing or Initial Public Offering,
        whichever is earlier.                                      $    309,000
      ==========================================================================


5.   RELATED PARTY TRANSACTIONS

     The Company had the following balances owing to or from directors, officers
     or companies in which directors or officers have an interest:

        ======================================================================
        Accounts payable and accrued liabilities                 $      8,040
        Long-term debt                                                309,000
        ======================================================================

     During the period,  the  Company  included in its  expenses  the  following
     amounts paid or payable to  directors,  officers and companies in which its
     directors have an interest.

        ======================================================================
        Consulting fees                                        $       142,543
        Investor relations                                               2,266
        Legal and audit fees                                               210
        Office and miscellaneous                                         3,743
        Telephone and communications                                     1,230
        ======================================================================


6.   UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year. Date-sensitive systems may incorrectly
     recognize  the year 2000 as some  other  date,  resulting  in  errors.  The
     effects  of the Year 2000  Issue may be  experienced  before,  on, or after
     January  1, 2000 and,  if not  addressed,  the  impact  on  operations  and
     financial  reporting  may range from minor  errors to  significant  systems
     failure which could affect an entity's  ability to conduct normal  business
     operations.  It is not  possible to be certain that all aspects of the Year
     2000 Issue affecting the Company, including those related to the efforts of
     customers, suppliers, or other third parties, will be fully resolved.

7.   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


================================================================================
                                                                   December 31,
                                                                           1999
--------------------------------------------------------------------------------
        Cash paid for income taxes                                $          -
        Cash paid for interest                                               -
================================================================================

     There were no non-cash  investing  and  financing  transactions  during the
     period from incorporation on July 21, 1999 to December 31, 1999.


<PAGE>

MINDFULEYE.COM SYSTEMS INC.
(formerly Investortrack.com Technologies Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
DECEMBER 31, 1999
================================================================================



8.   INCOME TAXES

     The Company's total deferred tax asset is as follows:

        Net operating loss carryforward                       $        98,289
        Valuation allowance                                           (98,289)
                                                              ----------------
                                                              $            -
                                                              ================


     The Company has a net operating loss carryforward of approximately $289,086
     which expires in 2006. The Company  provided a full valuation  allowance on
     the deferred tax asset because of the uncertainty regarding realizability.

9.   SUBSEQUENT EVENTS

     The following events occurred subsequent to December 31, 1999:

     a)   On January 21, 2000,  the Company issued 53 common shares to a company
          in which its director has an interest.

     b)   On January 25, 2000, the  shareholders  of the Company  entered into a
          letter of intent  with  Rabatco,  Inc  ("Rabatco")  to sell all of the
          Company's  issued  and  outstanding  common  shares  in  exchange  for
          6,910,000  common  shares of Rabatco at a deemed  value of US$0.01 per
          share and cash proceeds in the amount of US$150,000.

          The term of the  Letter  of Intent  between  the  shareholders  of the
          Company and Rabatco include the following provision:

          i)   Rabatco   will   complete  a  private   placement   financing  of
               US$2,257,500  at US$2.10 per unit.  Each unit  consisting  of one
               share and one half share purchase warrant  exercisable at US$2.10
               in the first year and US$2.50 in the second year.


<PAGE>










                                  RABATCO, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                DECEMBER 31, 1999


<PAGE>

DAVIDSON & COMPANY    Chartered Accountants        A Partnership of Incorporated
                                                          Professionals



                          INDEPENDENT AUDITORS' REPORT

To the Directors and Stockholders of
Rabatco, Inc.
(A Development Stage Company)


We have audited the accompanying balance sheets of Rabatco,  Inc. (A Development
Stage  Company) as at December 31, 1999 and 1998 and the related  statements  of
operations,  changes in  stockholders'  equity and cash flows for the years then
ended and the cumulative amounts from inception on June 16, 1977 to December 31,
1999.  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 United  States  generally  accepted
auditing standards. Those standards require that we plan and perform an 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.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of Rabatco, Inc. (A Development Stage Company)
as at  December  31,  1999 and 1998 and the  results of its  operations  and the
changes in its stockholders'  equity and its cash flows for the years then ended
and the cumulative  amounts from inception on June 16, 1977 to December 31, 1999
in conformity with generally accepted accounting principles in the United States
of America.

The accompanying  financial statements have been prepared assuming that Rabatco,
Inc. will continue as a going concern.  The Company is in the development  stage
and does not have the necessary  working capital for its planned  activity which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regards to these  matters  are  discussed  in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

February 16, 2000
                          A Member of SC INTERNATIONAL

    Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
                 Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                  Telephone (604) 687-0947 Fax (604) 687-6172

<PAGE>

RABATCO, INC.
(A Development Stage Company)
BALANCE SHEETS
AS AT DECEMBER 31
================================================================================


<TABLE>
                                                                                       1999           1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                             <C>            <C>
ASSETS

Current assets
    Cash                                                                        $        -     $        -
                                                                                -----------    -----------
    Total current assets                                                        $        -     $        -
===========================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                            $        -     $        -
                                                                                -----------    -----------
    Total current liabilities                                                            -              -
                                                                                -----------    -----------

STOCKHOLDERS' EQUITY

    Common stock
       Authorized
             100,000,000  common shares with a par value of $0.001

       Issued and outstanding
            December 31, 1999 - 6,750,000  common shares (1998 - 6,750,000)           6,750          6,750

    Additional paid-in capital                                                       73,250         79,325
    Deficit accumulated during the development stage                                (80,000)       (80,000)
                                                                                -----------    -----------
    Total Stockholders' Equity                                                           -              -
                                                                                -----------    -----------
                                                                                $        -     $        -
===========================================================================================================
</TABLE>


On behalf of the Board:

                            Director                                    Director
----------------------------             -------------------------------



                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

RABATCO, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31
================================================================================


<TABLE>
                                                               Cumulative
                                                             Amounts from
                                                                 June 16,
                                                                     1977
                                                                 (Date of
                                                            Inception) to       Year Ended      Year Ended
                                                             December 31,     December 31,    December 31,
                                                                     1999             1999            1998
-----------------------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>             <C>
REVENUES                                                     $          -      $        -      $         -


OPERATING EXPENSES
    Consulting fees                                                80,000               -           10,000
                                                          ---------------  ---------------  --------------

Loss for the year                                            $     80,000      $        -      $    10,000
===========================================================================================================

Basic and diluted loss per share                                               $    (0.00)     $     (0.01)
===========================================================================================================

Weighted average number of shares outstanding                                    6,750,000       6,750,000
===========================================================================================================
</TABLE>












                 The accompanying notes are an integral part of
                          these financial statements.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31
================================================================================

<TABLE>
                                                                      Cumulative
                                                                    Amounts from
                                                                        June 16,
                                                                            1977
                                                                        (Date of
                                                                   Inception) to       Year Ended      Year Ended
                                                                    December 31,     December 31,    December 31,
                                                                            1999             1999            1998
------------------------------------------------------------------------------------------------------------------

<S>                                                                 <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                        $    (80,000)     $         -      $   (10,000)

    Adjustments to reconcile net loss to net cash
       provided by operating activities                                        -                -                -
                                                                    -------------     ------------     ------------

    Net cash used in operating activities                                (80,000)               -          (10,000)
                                                                    -------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Net cash used in investing activities                                      -                -                -
                                                                    -------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                80,000                -           10,000
                                                                    -------------     ------------     ------------
    Net cash provided by financing activities                             80,000                -           10,000
                                                                    -------------     ------------     ------------

Change in cash position for the year                                           -                -                -

Cash position, beginning of year                                               -                -                -
                                                                    -------------     ------------     ------------

Cash position, end of year                                          $          -      $         -      $         -
===================================================================================================================

Amounts paid for:

    Interest expense                                                $          -      $         -      $         -
    Income taxes                                                               -                -                -
===================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 4)





                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

RABATCO, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
================================================================================


<TABLE>

                                                                                                       Deficit
                                                                                                   Accumulated
                                                            Common Stock             Additional     During the         Total
                                                     ------------- --------------       Paid-in    Development  Stockholders'
                                                           Shares         Amount        Capital          Stage        Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>           <C>           <C>             <C>
Balance, June 16, 1977 (date of inception)                      -      $       -     $        -    $        -     $        -

    Issuance of common stock for cash at $0.013333
       February 3, 1981                                 1,500,000          1,500         18,500             -         20,000

    Issuance of common stock for cash at $0.013333
       May 18, 1981                                       750,000            750          9,250             -         10,000

    Issuance of common stock for cash at $0.013333
       July 20, 1981                                    1,125,000          1,125         13,875             -         15,000

    Issuance of common stock for cash at $0.013333
       November 6, 1981                                 1,350,000          1,350         16,650             -         18,000

    Issuance of common stock for cash at $0.013333
       December 9, 1981                                   525,000            525          6,475             -          7,000

    Net operating loss for the year ended
       December 31, 1981                                        -              -              -       (70,000)       (70,000)
                                                      -----------     ----------     -----------    -----------    ----------
Balance, December 31, 1996                              5,250,000          5,250         64,750       (70,000)            -
                                                      -----------     ----------     -----------    -----------    ----------

Balance, December 31, 1997                              5,250,000          5,250         64,750       (70,000)            -

    Issuance of common stock for cash at $0.006666
       May 1, 1998                                      1,500,000          1,500          8,500             -        10,000

    Net operating loss for the year ended
       December 31, 1998                                        -              -              -       (10,000)      (10,000)
                                                      -----------     ----------     -----------    -----------    ----------

Balance, December 31, 1998                              6,750,000          6,750         73,250       (80,000)            -

    Net operating loss for the year ended
       December 31, 1999                                        -              -              -             -             -
                                                      -----------     ----------     -----------    -----------    ----------

Balance, December 31, 1999                              6,750,000      $   6,750     $   73,250    $  (80,000)    $       -
=============================================================================================================================
</TABLE>









                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



1.   ORGANIZATION OF THE COMPANY

     The Company was incorporated  under the laws of the state of Nevada on June
     16, 1977 with  authorized  common stock of 100,000 shares with par value of
     $0.25.  On June 20, 1998,  the  authorized  common  stock was  increased to
     100,000,000 shares with a par value of $0.001.

     On June 20, 1998, the Company completed a forward common stock split of one
     share of its  outstanding  stock  for five  shares.  This  report  has been
     prepared showing after stock split shares with a a par value of $0.001 from
     its inception.

     The Company has been in the  development  stage since its inception and has
     been  primarily  engaged in the business of developing  mining  properties.
     During 1982,  the Company  abandoned its  remaining  assets and settled its
     liabilities and since that date has remained inactive.

2.   GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the normal course of business.  However,  the company has no current source
     of revenue. Without realization of additional capital, it would be unlikely
     for the Company to continue as a going concern.  It is management's plan in
     this regard to obtain additional working capital through equity financings.

<TABLE>
     =================================================================================

                                                            December 31,   December 31,
                                                                    1999          1998
     ---------------------------------------------------------------------------------
<S>                                                         <C>             <C>
     Deficit accumulated during the development stage       $   (80,000)    $  (80,000)
     Working capital                                                  -              -
     =================================================================================
</TABLE>

3.   SIGNIFICANT ACCOUNTING POLICIES

     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  amount of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during the period. Actual results could differ from these estimates.

     Cash and cash equivalents

     The Company  considers all  investments  with a maturity of three months or
     less to be cash equivalents.

     Loss per share

     Earnings per share are provided in accordance  with  Statement of Financial
     Accounting  Standards No. 128  "Earnings  Per Share".  Due to the Company's
     simple capital structure,  with only common stock  outstanding,  only basic
     loss per share is  presented.  Basic loss per share is computed by dividing
     losses applicable to common  stockholders by the weighted average number of
     common shares outstanding during the period.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
     asset or  liability  is  recorded  for all  temporary  differences  between
     financial and tax reporting and net operating loss carryforwards.  Deferred
     tax  expenses  (benefit)  results  from the net  change  during the year of
     deferred tax assets and liabilities.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial  Accounting standards Board issued Statement of
     Financial  Accounting  Standards  No. 133  ("SFAS  133"),  "Accounting  for
     Derivative Instruments and Hedging Activities" which establishes accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities.  SFAS 133 is effective for all fiscal  quarters of fiscal years
     beginning  after June 15, 1999.  In June 1999,  the FASB issued SFAS 137 to
     defer the  effective  date of SFAS 133 to fiscal  quarters of fiscal  years
     beginning  after June 15, 2000.  The Company does not  anticipate  that the
     adoption of the statement  will have a significant  impact on its financial
     statements.

     Reporting on costs of start-up activities

     In April 1998,  the American  Institute of  Certified  Public  Accountant's
     issued Statement of Position 98-5 ("SOP 98-5"),  "Reporting on the Costs of
     Start-Up  Activities" which provides guidance on the financial reporting of
     start-up  costs and  organization  costs.  It  requires  costs of  start-up
     activities and organization  costs to be expensed as incurred.  SOP 98-5 is
     effective for fiscal years  beginning  after December 15, 1998 with initial
     adoption  reported  as the  cumulative  effect  of a change  in  accounting
     principle.  The adoption  during the current year of SOP 98-5 had no affect
     on the Company's financial statements.

     Stock-based compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  encourages, but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees."  Accordingly  compensation  cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay for the stock.

     Comprehensive income

     In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     No. 130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
     establishes  rules  for  the  reporting  of  comprehensive  income  and its
     components.  The adoption of SFAS 130 had no impact on total  stockholders'
     equity as of December 31, 1999.

4.   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

     There were no non-cash  transactions  during the years ended  December  31,
     1999 and 1998.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



5.   INCOME TAXES

     The Company's total deferred tax asset is as follows:

       Net operating loss carryforward             $     3,400
       Valuation allowance                              (3,400)
                                                   -----------

                                                   $        -
                                                   ===========

     The Company has a net operating loss carryforward of approximately  $10,000
     which expires in 2008. The Company  provided a full valuation  allowance on
     the deferred tax asset because of the uncertainty regarding realizability.

6.   SUBSEQUENT EVENTS

     The following events occurred subsequent to year end:

     a)   On January 4, 2000,  the  Company  implemented  a 15:1  forward  stock
          split.  The  statement  of  changes in  stockholder's  equity has been
          restated to give retroactive  recognition of the stock split presented
          by reclassifying from common stock to additional paid-in capital,  the
          par  value  of  shares  arising  from  the  split.  In  addition,  all
          references  to the  number of shares  and per share  amounts of common
          stock have been restated to reflect the stock split.

     b)   The Company cancelled 920,000 common shares.

     c)   On January 25, 2000, the Company  entered into a Letter of Intent with
          the  shareholders of  MindfulEye.com  Systems Inc.  ("MindfulEye")  to
          acquire all of the issued and outstanding  common shares of MindfulEye
          in exchange for cash payment of  US$150,000  and issuance of 6,910,000
          common shares at a deemed value of US$0.01.

     The term of the Letter of Intent  between the Company and the  shareholders
     of MindfulEye include the following provision:

          i)   The  Company  will  complete  a private  placement  financing  of
               US$2,257,500 at US$2.10 per unit. Each unit consists of one share
               and one half share purchase warrant exercisable at US$2.10 in the
               first year and US$2.50 in the second year.

     As  new  shareholders  of  Rabatco,  Inc.  hold  approximately  54%  of the
     outstanding  shares of the  Company  after the  combination,  the  business
     combination  of the  two  companies  is to be  accounted  for as a  capital
     transaction accompanied by a recapitalization of MindfulEye.



<PAGE>



                                  RABATCO, INC.
                          (A Development Stage Company)



                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2000


<PAGE>


RABATCO, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
================================================================================

<TABLE>
                                                                                                 March 31,     December 31,
                                                                                                     2000              1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>            <C>
ASSETS

Current assets
    Cash and cash equivalents                                                                  $ 1,637,037    $     6,520
    Accounts receivable                                                                              8,875          1,661
    Prepaid expenses                                                                                 8,225           --
                                                                                               -----------    -----------
Total current assets                                                                             1,654,137          8,181

Capital assets (Note 4)                                                                            148,675         23,662
                                                                                               -----------    -----------
                                                                                               $ 1,802,812    $    31,843
=========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                                   $     5,570    $    18,740
    Note payable (Note 5)                                                                           39,356           --
                                                                                               -----------    -----------
    Total current liabilities                                                                       44,926         18,740

Long-term debt (Note 6)                                                                               --          214,093

Due to related parties (Note 7)                                                                    100,000           --
                                                                                               -----------    -----------
                                                                                                   144,926        232,833
                                                                                               -----------    -----------
STOCKHOLDERS' EQUITY

    Capital stock (Note 10)
       Authorized
              100,000,000 common shares with a par value of $0.001

       Issued and outstanding
              March 31, 2000 - 13,815,000 common shares (1999 - 6,750,000)                          13,815              1

    Additional paid-in capital                                                                   2,067,069           --
    Cumulative translation adjustment                                                                4,335           --
    Deficit accumulated during the development stage                                              (427,333)      (200,991)
                                                                                               -----------    -----------
    Total Stockholders' Equity                                                                   1,657,886       (200,990)
                                                                                               -----------    -----------
                                                                                               $ 1,802,812    $    31,843
=========================================================================================================================
</TABLE>

History and organization of the Company (Note 1)



              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>

RABATCO, INC.
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
================================================================================


<TABLE>
                                                                    Cumulative
                                                                  Amounts from
                                                                      July 21,
                                                                          1999
                                                                      (Date of     Three Month
                                                                 Inception) to    Period Ended
                                                                     March 31,       March 31,
                                                                          2000            2000
-----------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>
OPERATING EXPENSES
    Amortization                                                         9,240           6,954
    Consulting fees                                                    136,507          30,138
    Contract work                                                        1,279              -
    Foreign exchange loss                                                6,412              -
    Insurance                                                              337              -
    Interest and bank charges                                           10,083           5,747
    Investor relations                                                   1,889              -
    Legal and audit fees                                                36,431          27,179
    Office and miscellaneous                                            37,858          23,578
    Rent and utilities                                                  26,264          19,485
    Telephone and communications                                        11,552           9,138
    Wages and benefits                                                 153,597         108,239
                                                               ---------------  --------------
Loss before other item                                                (431,449)       (230,458)
                                                               ---------------  --------------

OTHER ITEM
    Interest income                                                      4,116           4,116
                                                               ---------------  --------------

Loss for the period                                              $    (427,333)   $   (226,342)
===============================================================================================

Basic and diluted loss per share                                                  $      (0.03)
===============================================================================================

Weighted average number of shares outstanding                                        8,754,945
===============================================================================================

</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
================================================================================



<TABLE>
                                                                      Cumulative
                                                                    Amounts from
                                                                        July 21,
                                                                            1999
                                                                        (Date of      Three Month
                                                                   Inception) to     Period Ended
                                                                       March 31,        March 31,
                                                                            2000             2000
-------------------------------------------------------------------------------------------------

<S>                                                              <C>              <C>
    Net loss                                                     $     (427,333)  $      (226,342)
    Other comprehensive income, net of tax:
       Foreign currency translation adjustments                           4,335             4,335
                                                                 ---------------  ---------------

    Consolidated comprehensive loss                              $     (422,998)  $      (222,007)
==================================================================================================


Basic and diluted comprehensive loss per share                   $            -   $         (0.03)
==================================================================================================


Weighted average number of shares outstanding                                 -         8,754,945
==================================================================================================

</TABLE>












              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>


RABATCO, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
================================================================================

<TABLE>

                                                                                                Cumulative
                                                                                              Amounts from
                                                                                                  July 21,
                                                                                                      1999
                                                                                                  (Date of     Three Month
                                                                                             Inception) to    Period Ended
                                                                                                 March 31,       March 31,
                                                                                                      2000            2000
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                                        $  (427,333)   $  (226,342)
    Items not affecting cash:
       Amortization                                                                                  9,240          6,954

    Changes in non-cash working capital items:
       Increase in accounts receivable                                                              (8,875)        (7,214)
       Increase (decrease) in accounts payable and accrued liabilities                               2,069        (16,670)
       Increase in promissory note payable                                                          16,240         30,000
       Increase in prepaid expenses                                                                 (8,225)        (8,225)
                                                                                               -----------    -----------
    Net cash used in operating activities                                                         (416,884)      (221,497)
                                                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of capital assets                                                                 (157,915)      (131,968)
    Acquisition of investment in subsidiary (net of cash acquired)                               2,257,500      2,284,384
                                                                                               -----------    -----------
    Net cash provided by investing activities                                                    2,099,585      2,152,416
                                                                                               -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                                               1           --
    Due to related parties                                                                         (50,000)       (50,000)
    Repayment of long-term debt                                                                       --         (214,093)
                                                                                               -----------    -----------
    Net cash used in financing activities                                                          (49,999)      (264,093)
                                                                                               -----------    -----------

Change in cash and cash equivalents for the period                                               1,632,702      1,666,826

Effect of exchange rates on cash and cash equivalents                                                4,335          4,335

Cash and cash equivalents, beginning of period                                                        --            6,520
                                                                                               -----------    -----------
Cash and cash equivalents, end of period                                                       $ 1,637,037    $ 1,677,681
=========================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 11)


              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>

RABATCO, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
================================================================================



<TABLE>

                                                                                 Deficit
                                                                             Accumulated
                                                                 Additional    During the     Cumulative          Total
                                                                   Paid-in    Development    Translation  Stockholders'
                                   Shares          Amount          Capital          Stage     Adjustment         Equity
-----------------------------------------------------------------------------------------------------------------------

<S>                               <C>           <C>           <C>            <C>            <C>           <C>
Balance, July 21, 1999                  --      $      --      $      --      $      --      $      --     $      --

    Common stock issued                  160              1           --             --             --               1

    Loss for the period                 --             --             --         (200,991)          --        (200,991)
                                 -----------    -----------    -----------    -----------    -----------   -----------

Balance, December 31, 1999               160              1           --         (200,991)          --        (200,990)

    Common stock issued                   53           --             --             --             --            --
                                 -----------    -----------    -----------    -----------    -----------   -----------

Balance, March 13, 2000                  213              1           --         (200,991)          --        (200,990)

    Capital stock of
       MindfulEye at
       March 13, 2000                   (213)            (1)             1           --             --            --

    Capital stock of
       Rabatco at
       March 13, 2000              6,905,000           --             --             --             --            --

    Shares issued to acquire
       MindfulEye                  6,910,000          6,910      2,073,973           --             --       2,080,883

    Adjustment to par value             --            6,905         (6,905)          --             --            --

    Loss for the period                 --             --             --         (226,342)         4,335      (222,007)
                                 -----------    -----------    -----------    -----------    -----------   -----------

Balance at March 31, 2000         13,815,000    $    13,815    $ 2,067,069    $  (427,333)   $     4,335   $ 1,657,886
======================================================================================================================

</TABLE>






              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
================================================================================



1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was incorporated  under the laws of the state of Nevada on June
     16, 1977 with  authorized  common stock of 100,000 shares with par value of
     $0.25.  On June 20, 1998,  the  authorized  common  stock was  increased to
     100,000,000 shares with a par value of $0.001.

     On June 20, 1998, the Company completed a forward common stock split of one
     share of its  outstanding  stock  for five  shares.  This  report  has been
     prepared showing after stock split shares with a a par value of $0.001 from
     its inception.

     The Company has been in the  development  stage since its inception and has
     been  primarily  engaged in the business of developing  mining  properties.
     During 1982,  the Company  abandoned its  remaining  assets and settled its
     liabilities and since that date remained inactive until March, 2000.

     Effective  March 13,  2000,  the  Company  acquired  all of the  issued and
     outstanding common stock of MindfulEye.com  Systems,  Inc.  ("MindfulEye").
     MindfulEye  was  incorporated  on July 21, 1999,  under the laws of British
     Columbia.   MindfulEye  is  in  the  development  stage  and  is  currently
     developing a  subscription-based  service for the retail and  institutional
     investment   community  that  delivers   proprietary  content  directly  to
     subscribers by wireless devises, fax, e-mail and the web.

     The  accompanying  financial  statements  have been prepared by the Company
     without audit. In the opinion of management, all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial position, results of operations,  changes in stockholders' equity
     and cash flows at March 31, 2000 and for the  periods  then ended have been
     made.  These financial  statements  should be read in conjunction  with the
     audited financial statements of the Company for the year ended December 31,
     1999. The results of operations for the period ended March 31, 2000 are not
     necessarily  indicative  of the results to be expected  for the year ending
     December 31, 2000.

2.   BASIS OF PRESENTATION

     These  financial  statements  contain the financial  statements of Rabatco,
     Inc. ("Rabatco") and MindfulEye presented on a consolidated basis. On March
     13, 2000,  Rabatco acquired all of the issued and outstanding share capital
     of MindfulEye by issuing  6,910,000  common shares (Note 7). As a result of
     the share exchange,  control of the combined companies passed to the former
     shareholders of MindfulEye.  This type of share exchange has been accounted
     for  as  a  capital  transaction   accompanied  by  a  recapitalization  of
     MindfulEye.  Recapitalization  accounting results in consolidated financial
     statements  being  issued  under the name  Rabatco,  but are  considered  a
     continuation of MindfulEye. As a result, the financial statements presented
     represent the consolidated  financial position of the above companies as at
     March 31, 2000 and the results of  operations  and cash flows of MindfulEye
     for the  period  from July 21,  1999 to March 31,  2000 and the  results of
     operations  and cash flows of Rabatco  from its deemed date of  acquisition
     during the period.  The number of shares  outstanding  at March 31, 2000 as
     presented are those of Rabatco.

3.   SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation

     The  consolidated   financial   statements   include   Rabatco,   Inc.  and
     MindfulEye.com  Systems,  Inc. All  significant  intercompany  balances and
     transactions have been eliminated upon consolidation.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
================================================================================



3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     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  amount of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during the period. Actual results could differ from these estimates.

     Cash and cash equivalents

     Cash and cash equivalents  include highly liquid  investments with original
     maturities of three months or less.

     Loss per share

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards  No. 128,  "Earnings  Per Share" ("SFAS
     128").  Under  SFAS 128,  basic and  diluted  earnings  per share are to be
     presented.  Basic  earnings  per  share  is  computed  by  dividing  income
     available to common  shareholders by the weighted  average number of common
     shares  outstanding  in the period.  Diluted  earnings per share takes into
     consideration common shares outstanding  (computed under basic earnings per
     share) and potentially dilutive common shares.

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes". A
     deferred tax asset or liability is recorded for all  temporary  differences
     between  financial and tax reporting and net operating loss  carryforwards.
     Deferred tax expenses  (benefit) result from the net change during the year
     of deferred tax assets and liabilities.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial  Accounting standards Board issued Statement of
     Financial  Accounting  Standards  No. 133  ("SFAS  133"),  "Accounting  for
     Derivative Instruments and Hedging Activities" which establishes accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities.  SFAS 133 is effective for all fiscal  quarters of fiscal years
     beginning  after June 15, 1999.  In June 1999,  the FASB issued SFAS 137 to
     defer the  effective  date of SFAS 133 to fiscal  quarters of fiscal  years
     beginning  after June 15, 2000.  The Company does not  anticipate  that the
     adoption of the statement  will have a significant  impact on its financial
     statements.

     Stock-based compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  encourages, but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees."  Accordingly  compensation  cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay for the stock.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
================================================================================



3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Comprehensive income

     In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     No. 130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
     establishes  rules  for  the  reporting  of  comprehensive  income  and its
     components.

     Financial instruments

     The Company's  financial  instruments consist of cash and cash equivalents,
     accounts receivable,  accounts payable and accrued liabilities,  promissory
     note payable,  long term debt and due to related parties.  Unless otherwise
     noted,  it is  management's  opinion  that the  Company  is not  exposed to
     significant interest, currency or credit risks arising from these financial
     instruments.  The fair  value of these  financial  instruments  approximate
     their carrying values,  unless  otherwise noted,  except for due to related
     parties which is undeterminable as they have no repayment terms.

     Foreign currency translation

     Translation  amounts  denominated in foreign currencies are translated into
     United States currency at exchanges rates prevailing at transactions dates.
     Carrying  values of monetary  assets and  liabilities  are adjusted at each
     balance  sheet date to reflect the  exchange  rate at that date.  Gains and
     losses from restatement of foreign currency monetary assets and liabilities
     are included in income.

     Capital assets

     Capital  assets  are  recorded  at  cost  less  accumulated   amortization.
     Amortization  is being provided for annually,  using the declining  balance
     method at the following rates:

              Computer software                               100%
              Computer hardware                               30%
              Furniture and equipment                         20%


4.   CAPITAL ASSETS

<TABLE>

    =========================================================================================================
                                                                                      Net Book Value
                                                                             ---------------- ---------------
                                                                 Accumulated        March 31,    December 31,
                                                       Cost     Amortization            2000           1999
    ---------------------------------------------------------------------------------------------------------
    <S>                                        <C>             <C>              <C>              <C>
    Computer hardware                          $    107,616    $      6,115     $    101,501     $     20,565
    Computer software                                 7,339           2,051            5,288            3,097
    Furniture and equipment                          42,960          1,074            41,886                -
                                                    -------         ------           -------          -------
                                               $    157,915    $      9,240     $    148,675     $     23,662
    =========================================================================================================
</TABLE>


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
================================================================================



5.   LONG TERM DEBT

<TABLE>
     =====================================================================================================================
                                                                                               March 31,     December 31,
                                                                                                    2000             1999
     ------------------------------------------------------------------------------------ --------------- ----------------
    <S>                                                                                       <C>            <C>
     Note payable to a related party, bearing interest at the Bank of
         Montreal prime rate plus 2%, or 10% if undeterminable; secured;
         repayable on either receipt of proceeds from second round Phase II

         Equity financing or Initial Public Offering, whichever is earlier.                   $       -       $   214,093
     =====================================================================================================================
</TABLE>


6.   DUE TO RELATED PARTIES

     Amounts due to related parties are non-interest  bearing and unsecured with
     no stated terms of repayment.

7.   RECAPITALIZATION

     On March 13, 2000, the Company  acquired all of the issued and  outstanding
     share capital of MindfulEye. As consideration, the Company issued 6,910,000
     shares at a deemed value of  $1,929,365  and paid  $150,000.  Legally,  the
     Company  is the  parent of  MindfulEye.  However,  as a result of the share
     exchange  described above,  control of the combined companies passed to the
     former  shareholders  of  MindfulEye.  This type of share exchange has been
     accounted for as a capital transaction accompanied by a recapitalization of
     MindfulEye, rather than a business combination. Accordingly, the net assets
     of MindfulEye  will be included in the balance sheet at book values and the
     deemed  acquisition  of the Company will be  accounted  for by the purchase
     method with the net assets of the Company  recorded at fair market value at
     the  date  of  acquisition.  The  revenues  and  expenses  and  assets  and
     liabilities  reflected  in the  financial  statements  prior to the date of
     acquisition  are those of  MindfulEye.  Revenue and expenses and assets and
     liabilities  subsequent to the date of acquisition  include the accounts of
     the Company.

     The  cost of an  acquisition  should  be  based  on the  fair  value of the
     consideration given, except where the fair value of the consideration given
     is not clearly  evident.  In such a case,  the fair value of the net assets
     acquired is used.

     The 6,910,000  common shares issued pursuant to the  acquisition  agreement
     were  deemed to have a value of  $1,930,883  based on the fair value of the
     Company's net assets.

     The total purchase price of $2,080,833 was allocated as follows:

              Cash                                            $    2,257,500
              Due to related parties                                (173,117)
              Accounts payable and accrued liabilities                (3,500)
                                                              --------------
                                                              $    2,080,883


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
================================================================================



8.   WARRANTS

     As at March 31, 2000, the Company has 537,500 warrants enabling the holders
     to acquire  common shares of the Company at a price of US$2.10 in the first
     year and US$2.50 in the second year.

9.   CAPITAL STOCK

     As a result of the recapitalization described in Note 7, whereby MindfulEye
     is deemed to be the acquiror for accounting purposes,  the number and value
     of common shares issued and outstanding at March 31, 2000 are Rabatco's.

10.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

<TABLE>
     ===============================================================================

                                                          March 31,     December 31,
                                                               2000             1999
     --------------------------------------------------------------- ---------------
    <S>                                                   <C>           <C>
     Cash paid during the period for interest             $  4,296      $         -
     Cash paid during the period for income taxes                -                -
     ===============================================================================
</TABLE>


     The following non-cash  transaction  occurred during the three month period
     ended March 31, 2000:

     a)   The Company issued 6,910,000 shares at a deemed value of $1,929,365 to
          acquire 100% of the outstanding shares of MindfulEye.

11.  RELATED PARTY TRANSACTIONS

     The Company  entered into the following  transactions  with related parties
     during the period:

     a)   Paid or accrued  $29,546 to  directors  and an officer for  consulting
          fees.

     b)   Included in long-term  debt is an amount of $Nil  (December 31, 1999 -
          $214,093) which is payable to a director of the Company.

     c)   Included in accounts  payable and accrued  liabilities at December 31,
          1999 was $5,571 which was payable to directors of the Company.


<PAGE>

RABATCO, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
================================================================================



12.  INCOME TAXES

     The Company's total deferred tax asset is as follows:

<TABLE>

     ================================================================================== ================
                                                                             March 31,     December 31,
                                                                                  2000             1999
     ---------------------------------------------------------------------------------- ----------------
<S>                                                                      <C>              <C>
     Tax benefit of net operating loss carryforward                      $     145,293    $      68,337
     Valuation allowance                                                      (145,293)         (68,337)
                                                                       ---------------  ---------------
                                                                         $          -     $          -
     ================================================================================== ================
</TABLE>

     The Company has a net operating loss carryforward of approximately $427,333
     which  expires in 2006 and 2007.  The  Company  provided  a full  valuation
     allowance on the deferred tax asset  because of the  uncertainty  regarding
     realizability.

13.  ACCUMULATED OTHER COMPREHENSIVE LOSS

     Total  comprehensive  loss for the three month period ended March 31, 2000,
     and the  period  from July 21,  1999 to March  31,  2000 was  $222,007  and
     $422,998,  respectively. The only item included in other comprehensive loss
     is foreign  currency  translation  adjustments in the amounts of $4,335 for
     the three month  period ended March 31, 2000 and $4,335 for the period from
     July 21, 1999 to March 31, 2000.


<TABLE>
==============================================================================================
                                                                    Foreign       Accumulated
                                                                   Currency             Other
                                                                Translation     Comprehensive
                                                                 Adjustment            Income
---------------------------------------------------------------------------- -----------------
<S>                                                       <C>                 <C>
Beginning balance, December 31, 1999                       $             -     $           -

Current period change                                                 4,335             4,335
                                                           ----------------  ----------------
Ending balance, March 31, 2000                             $          4,335    $        4,335
==============================================================================================
</TABLE>


14.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  year 2000  dates is  processed.  In  addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other  than a date.  Although  the change in date has
     occurred,  it is not possible to conclude that all aspects of the Year 2000
     Issue that may affect the entity,  including  those  related to  customers,
     suppliers, or other third parties, have been fully resolved.



<PAGE>


                                    PART III

ITEM 1.  INDEX TO EXHIBITS

Exhibit
Number                Description
------                -----------

Exhibit 2.1(1)        Articles of Incorporation

Exhibit 2.2(1)        Certificate of Amendment to Articles of Incorporation

Exhibit 2.3           Certificate of Amendment to Articles of Incorporation
                      dated May 12, 2000

Exhibit 2.4           Amended and Restated Bylaws, effective May 26, 2000

Exhibit 6.1(1)        Share Exchange Agreement dated March 13, 2000

Exhibit 6.2(1)        Lease Agreement dated February 28, 2000

Exhibit 6.3(1)        Form of Employment Agreement

Exhibit 6.4           2000 Stock Option Plan

Exhibit 6.5           Form of Stock Option Agreement

Exhibit 27.1          Financial Data Schedule
---------------------------

(1)  Previously filed on Form 10 SB dated April 4, 2000.


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant  certifies that it meets all of the requirements for filing
on Form 10-SB and has duly caused this  Registration  Statement  to be signed on
our behalf by the undersigned, thereunto duly authorized.

                                  MINDFULEYE.COM, INC.



Date:  June 2, 2000               By:  /s/ Ray Torresan
                                       -----------------------------------------
                                       Ray Torresan, President


<PAGE>

                                INDEX TO EXHIBITS


Exhibit                                                            Sequentially
Number                Description                                  Numbered Page

Exhibit 2.1(1)        Articles of Incorporation

Exhibit 2.2(1)        Certificate of Amendment to Articles
                      of Incorporation

Exhibit 2.3           Certificate of Amendment to Articles of
                      Incorporation dated May 12, 2000

Exhibit 2.4           Amended and Restated Bylaws, effective
                      May 26, 2000

Exhibit 6.1(1)        Share Exchange Agreement dated March 13,
                      2000

Exhibit 6.2(1)        Lease Agreement dated February 28, 2000

Exhibit 6.3(1)        Form of Employment Agreement

Exhibit 6.4           2000 Stock Option Plan

Exhibit 6.5           Form of Stock Option Agreement

Exhibit 27.1          Financial Data Schedule
---------------------------

(1)  Previously filed on Form 10 SB dated April 4, 2000.





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