E PAWN COM INC
8-K, 2000-05-31
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                    SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date  of  report (date of earliest event reported) April 1, 2000 through May 31,
2000

                                 E-PAWN.COM, INC

             (Exact Name of Registrant as Specified in Its Charter)



NEVADA                           33-2533-LA                           87-0435741
(State or Other Jurisdiction    Commission File                  I.R.S. Employer
of Incorporation)                  Number                     Identification No.




                               Merrill Lynch Tower
                        2855 University Drive, Suite 200
                          Coral Springs, Florida 33065
                                TEL. 954-575-7296
             ------------------------------------------------------
             (Address of Principal Executive Offices and Telephone)

                           WASATCH INTERNATIONAL CORP.

        1301 N. Congress Avenue, Suite 135, Boynton Beach, Florida 33426
        ----------------------------------------------------------------
                            (Former Name and Address)



<PAGE>

              The Private Securities Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements.  Certain information  included in this Form 8-K
(as well as information  included in the Exhibits) contains  statements that are
forward  looking,  such as those relating to  consummation  of the  transaction,
anticipated  future  revenue of the  companies  and  success of current  product
offerings.  Such  forward  looking  information  involves  important  risks  and
uncertainties that could significantly  affect anticipated results in the future
and, accordingly, such results may differ materially from those expressed in any
forward looking statements.


              ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

                      Not applicable.

              ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS


     On April 14, 2000, the Company  announced and confirmed that it would issue
to  shareholders  of record a stock  dividend of shares of two of the  Company's
subsidiaries.  The  Company  will grant the  special  dividend  of two shares of
common stock of  UbuyNetwork.com,  Inc. for each of the  Company's  common stock
that is held of record as of April 18, 2000.  The Company also announced a stock
dividend  to  shareholders  of record  as of May 1, 2000 of common  stock of its
subsidiary Ubuyhomes.com,  Inc. for each share of common stock of the Company. A
copy of the news release for these stock dividends is attached as Exhibit A.



                                       2
<PAGE>



     On April 18, 2000, the Company announced that the majority  shareholders of
the Company,  Swiss Arctic  Traders,  Ltd. and Fortuna  Holdings  Limited,  have
agreed to assign  all of their  dividend  shares of  Ubuynetwork.com,  Inc.  and
Ubuyhomes.com,  Inc. back to the Company.  The Company,  therefore,  will retain
majority  control of its  subsidiaries  by  retention  of the nearly  two-thirds
(2/3rds) of common shares that would have been distributed pursuant to the stock
dividends announced on April 14, 2000. A copy of the news release is attached as
Exhibit B.

     On May 9, 2000,  the Company agreed to purchase  nineteen  percent (19%) of
the outstanding stock in Shopper's  Online,  Inc., a New Jersey based e-commerce
Internet portal site, and nineteen percent (19%) of Freebees, Inc., a New Jersey
Internet marketing company.  The Company agreed to issue 1,000,000 shares of its
common stock to Shopper's Online,  Inc. and 1,000,000 shares of its common stock
to Freebees,  Inc. in exchange for the nineteen  percent  (19%)  interest in the
respective companies. A copy of the news release is attached as Exhibit C.




     During April 2000,  the Board of Directors  of the Company  authorized  the
issuance  of  42,650,000  shares of  common  stock to be used and  delivered  in
connection  with various  acquisitions of interests in companies and investments
in companies  and for other  general  corporate  purposes  which are intended to
benefit the Company. Each of the transactions for which shares are authorized is
evidenced by an agreement,  but the closing of the transactions are respectively
subject to various conditions and due diligence.  The certificates  representing


                                       3
<PAGE>

the  authorized  shares will be held in escrow by counsel for the Company  until
all conditions have been satisfied and the  transaction is closed.  In the event
that the transaction does not close, the shares will be returned to the transfer
agent and registrar who will cancel the  certificates and the shares will become
part of the authorized but unissued shares of the Company's capital stock.


              ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.


                      Not Applicable.

              ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                      Not applicable.

              ITEM 5.  OTHER EVENTS





                                       4
<PAGE>



     On April  3,  2000,  the  Company  announced  that it had  entered  into an
agreement with Loyalty Card Holdings  Limited to cooperate in the marketing of a
global  Internet  credit card  developed by Loyalty Card Holdings  Limited.  The
Company  will  market  the card as a UBUY  Smart  Card  which  will  incorporate
features of credit cards,  phone cards,  and bank money access cards, as well as
other  services.  On April 14, 2000,  the Company  concluded its agreement  with
Loyalty Card Holdings Limited to acquire the rights to the smart card technology
in exchange for granting to Loyalty Card Holdings  Limited  5,000,000  shares of
the Company's  common stock and a twenty percent (20%) interest in the equity of
the certain of the Company's subsidiaries,  namely, Ubuycard.com, Inc., a Nevada
corporation; Ubuynetwork.com, Inc., a Nevada corporation; Ubuynetwork.co.uk PLC,
a U.K.  public limited  company;  and  E-Pawn.co.uk  PLC, a U.K.  public limited
company.  The Company  also agreed to arrange  financing of up to $12 million in
order to support the launch of the UBUY card and the development of the European
subsidiaries. A copy of the news release on the launch of the UBUY smart card is
attached as Exhibit D.



     On May 17, 2000, the Company announced that it had entered into a marketing
agreement with Marlborough  International PLC of Dublin,  Ireland. The Company's
subsidiary,  Ubuynetwork.com, Inc. and Ubuynetwork.co.uk PLC will market certain
of Marlborough's  online employment  services,  including its  "FILLTHEJOBS.com"
service through the  Ubuyjobs.com  website.  The Company and Marlbough intend to
look for other avenues of cooperation and synergistic business opportunities.  A
copy of the news release is attached as Exhibit E.


                                       5
<PAGE>


              On May 18, 2000, the Company  announced that it had formed a joint
venture with Asset  Investment  Management 1984 S.A., a company located in Nyon,
Switzerland  ("AIM").  Under  the  terms  of the  venture  agreement,  AIM  will
undertake  to develop and operate the E-Pawn  Global  Partner  Program  business
model for the  establishment  of  companies  in  Austria,  Switzerland,  Norway,
Denmark,  and Sweden.  AIM will be responsible for introducing the E-Pawn Global
Partner Program in these countries. This program provides for the selection of a
local investor for the constituent companies, and the placement of shares of the
companies in the public securities markets for the respective countries.  One of
the principal shareholders of AIM is an affiliate of Swiss Arctic Traders, Ltd.,
a major  shareholder of the Company.  A copy of the news release  announcing the
joint venture is attached as Exhibit F.




                                       6
<PAGE>

              ITEM 6.  CHANGE IN DIRECTORS AND OFFICERS.

     On April 10, 2000, the directors elected Raymond E. Winter as an additional
director of the Company.  Mr. Winter is the chairman of Loyalty Card Limited,  a
Bahamian  company,  which  developed  a  smart  card  in  association  with  its
subsidiary  company,  Loyalty Card Services  Limited of the United Kingdom.  Mr.
Winter  will  also  serve  as  a  director  of  subsidiary  companies,   namely,
E-Pawn.co.uk PLC, Ubuynetwork.co.uk PLC, Ubuycard.com, Inc. and Ubuynetwork.com,
Inc.

     On April 17, 2000, the company elected  Douglas H. Forde as a director.  On
May 8,  2000,  the  directors  elected  Mr.  Forde as  chairman  as the board of
directors.  Mr.  Forde  is  a  principal  shareholder  and  director  of  CeleXx
Corporation.




     On May 8, 2000,  the Company  announced the  resignation  of Mary Duncan as
Secretary. The directors, by unanimous consent, elected Jennifer Martin of Coral
Springs, Florida, as corporate secretary.

    ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


                      Not applicable.


                                       7

<PAGE>




              ITEM 8:  CHANGE IN FISCAL YEAR.

                      Not Applicable.

EXHIBITS

     Exhibit A: Press release dated April 14, 2000,  announcing stock dividends.


     Exhibit  B:  Press  release  dated  April  18,  2000,  announcing retention
 of control of subsidiaries.

     Exhibit C: Press release dated May 9, 2000, announcing the Company's intent
to purchase  nineteen  percent  (19%)  interest in  Shopper's  Online,  Inc. and
nineteen percent (19%) interest in Freebees, Inc.

     Exhibit D: Press release dated April 3, 2000,  announcing an agreement with
Loyalty Card  Holdings  Limited.

     Exhibit  E:  Press  release  dated May 17,  2000,  announcing  a  marketing
agreement with Marlborough International PLC of Dublin, Ireland.

     Exhibit F: Press  release  dated May 18, 2000,  announcing a joint  venture
agreement with Swiss Asset Investment  Manage 1984 S.A.





                                       8
<PAGE>

                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date:  May 31, 2000

E-PAWN.COM, INC.
(Formerly Wasatch International Corporation)

By:_____________________________
   Eli Leibowitz, Director and
   President






                                      9
<PAGE>

                                    EXHIBIT A

FRIDAY APRIL 14, 11:01 AM EASTERN TIME
COMPANY PRESS RELEASE

E-PAWN.COM, INC. CONFIRMS 2 FOR 1 DIVIDEND DATE FOR UBUYNETWORK.COM INC.

ENGLEWOOD, N.J.--(BUSINESS WIRE)--APRIL 14, 2000--E-PAWN.COM INC., (OTCBB:EPWN -
NEWS)   WWW.E-PAWN.COM   confirms   the  spin-off  of   ubuynetwork.com,   inc.,
www.ubuynetwork.com,  as a special dividend for shareholders of record April 18,
2000. Each E-Pawn  shareholder  will receive a special stock dividend of 2 newly
issued shares of Ubuynetwork.Com,  Inc. for each share of E-Pawn they hold as of
April 18, 2000. Additionally, E-Pawn will also spin off Ubuyhomes.Com, Inc. as a
special  stock  dividend  for  shareholders  of  record  May  1,  2000.   E-Pawn
shareholders  will  receive 2 shares of  Ubuyhomes.Com,  Inc.  for each share of
E-Pawn  they hold as of that date.

E-Pawn  also  confirmed  the  appointment  of  Raymond  Winter  to the  Board of
Directors of  Ubuynetwork.Co.UK,  its newly formed  United  Kingdom  subsidiary.
Winter was also appointed  Managing  Director of  UbuyCard.Com,  Inc.,  E-Pawn's
wholly owned subsidiary which will roll out in Europe a smart card which will be
the first global credit card to handle  transactions  in Euro Dollars  "EURO'S",
the  official  currency  of the "EU"  European  Union.  The  European  community
consists of approximately 350 million consumers.  The UbuyCard will be used as a
credit card,  phone card,  and bank money  access card (ATM),  while at the same
time featuring state of the art anti-fraud protection  technology.  The UbuyCard
functions  with   individual   fingerprint   recognition   technology,   thereby
eliminating  credit card fraud.

The  UbuyCard  will  be  underwritten  by  a  major   multi-national   financial
institution. The planned launch of the UbuyCard is scheduled for late June 2000.

E-PAWN.COM is a multi-faceted  Internet  portal,  software  developer and online
auction   company   that   through   one   of   its   many   e-commerce   sites,
pawnshopauctionline   http://www.pawnshopauctionline.com  competes  head-to-head
with EBAY (NASDAQ:  EBAY - NEWS) and other e-commerce  companies in the Internet
auction  market.  This  will  continue  to be the main  focus  of the  company's
efforts.  In addition,  e-pawn.com  is in the process of acquiring and operating
several businesses under its ubuynetwork  http://www.ubuynetwork.com brand name.
The   company's   ubuynetwork   ultimately   will   comprise   more   than   200
business-to-business and business-to-consumer e-commerce sites around the world.
The  Private  Securities  Reform  Act of  1995  provides  a  "safe  harbor"  for
forward-looking  statements.  Certain information included in this Press Release
(as well as information  included in oral statements or other written statements
made or to be made) contains statements that are forward looking,  such as those
relating to consummation of the transaction,  anticipated  future revenue of the
companies  and  success of  current  product  offerings.  Such  forward  looking
information  involves important risks and uncertainties that could significantly
affect  anticipated  results in the future and,  accordingly,  such  results may
differ materially from those expressed in any forward looking statements.

CONTACT:

     E-Pawn Com. Inc., Coral Springs, Fla.
     Eli Leibowitz, President
     or
     Public Relations
     Vanguard Communications Group Ltd.,
     954/227-0483 OR [email protected]
     or
     UbuyNetwork


<PAGE>

                                   EXHIBIT B

TUESDAY APRIL 18, 12:03 PM EASTERN TIME
COMPANY PRESS RELEASE

E-PAWN.COM,  INC.  TO  RETAIN  MAJORITY  STAKE  IN  UBUYNETWORK  AND  AFFILIATED
UBUYNETWORK.COM BUSINESSES

ENGLEWOOD, N.J.--(BUSINESS WIRE)--APRIL 18, 2000--E-PAWN.COM,INC.  (OTCBB:EPWN -
NEWS),  WWW.E-PAWN.COM,  announced  today that its  majority  shareholders  have
assigned  their dividend  rights in favor of  E-Pawn.Com,  Inc. This action will
enable  the  company to retain  MAJORITY  CONTROL  OF  APPROXIMATELY  66% OF THE
DIVIDEND SHARES OF UBUYNETWORK.COM AND UBUYHOMES.COM. WWW.UBUYHOMES.COM E-Pawn's
President Eli Leibowitz  said,  "All  stockholders of record April 18, 2000 will
receive  2 shares of  Ubuynetwork.Com,  WWW.UBUYNETWORK.COM,  for each  share of
E-Pawn  owned.  The company has been  successful in obtaining the support of the
majority  stockholders  and  therefore  E-Pawn  will  remain in  control  of the
UbuyNetwork.Com."  Leibowitz also explained,  "This is a significant  event that
will enhance  shareholder  value and strengthen the company's balance sheet. The
company's global expansion plan is building the UbuyNetwork.Com  brand name into
an  internationally   recognized   Internet  marketing   company."  The  Private
Securities  Reform Act of 1995  provides  a "safe  harbor"  for  forward-looking
statements.  Certain  information  included  in this Press  Release  (as well as
information  included in oral statements or other written  statements made or to
be made) contains statements that are forward looking, such as those relating to
consummation of the transaction, anticipated future revenue of the companies and
success of current product offerings.  Such forward looking information involves
important risks and uncertainties  that could  significantly  affect anticipated
results in the future and, accordingly,  such results may differ materially from
those expressed in any forward looking statements.

CONTACT:

     E-Pawn.Cm Inc., Coral Springs, Fla.

     Eli Leibowitz, President, Public Relations

     or

     Vanguard Communications Group Ltd.,

     954/227-0483 [email protected]


<PAGE>

EXHIBIT C

==================================
TUESDAY MAY 9, 9:55 AM EASTERN TIME
COMPANY PRESS RELEASE

E-PAWN.COM, INC. PURCHASES 19% INTEREST IN SHOPPER'S ONLINE AND FREEBEES, INC.

ENGLEWOOD,  N.J.--(BUSINESS  WIRE)--MAY 9, 2000--E-PAWN.COM  (OTCBB:EPWN - NEWS)
WWW.E-PAWN.COM  announced today it purchased a 19% interest in Shopper's Online,
a New Jersey based  e-commerce  portal.
  The  investment  will give E-Pawn a 19%
stake in the  company.  Shopper's  Online,  Inc.,  a privately  held  company is
currently   being   acquired   by  WCM   Capital   Corporation   (NASDAQSC:WCMC)
www.wcmcapital.com.
 Shopper's  Online  currently  operates  an online  shopping
portal  www.shoppersonline.com  an incubator for the  development of business to
business e-commerce.  FreeBees is currently  developing a giveaway,  fulfillment
and refund  website to be linked to Shopper's  Online which will allow  Internet
consumers to  participate  in promotional  and  redemption  programs  offered by
various  companies  operating  in both  e-commerce  and brick and mortar  retail
businesses.  "We believe that this  investment in Shopper's  Online is a step in
the right direction as we will be aggressively  seeking other strategic partners
and alliances for both e-pawn.com and the ubuynetwork.com www.ubuynetwork.com in
the future," said Eli Leibowitz,  president of E-Pawn.com,  Inc. E-Pawn.com is a
multi-faceted  portal,  software  developer  and  online  auction  company  that
recently  announced  plans for the global  expansion of E-Pawn.com  into several
European markets. The expansion program provides for E-Pawn.com, UbuyNetwork.com
and related  online  auction and barter  sites  www.pawnshopauctionline.com  and
www.swappage.com  as well as licensing of its software to Exchequer  Investments
Ltd.,  a privately  held UK based  company.  Exchequer  will develop and operate
E-Pawn.com in several  European  marketplaces,  with  strategic  local  partners
providing  working capital,  local expertise and management to launch E-Pawn.com
www.e-pawn.com  throughout europe. the first launch will be e-pawn.uk.com in the
United Kingdom, to be followed by Germany,  France,  Italy, Spain,  Switzerland,
Denmark,  Norway,  Sweden,  Netherlands and Ireland before year end. The overall
objective  is to take the  subsidiary  companies  public  in each  country.  The
Private   Securities   Reform  Act  of  1995   provides  a  "safe   harbor"  for
forward-looking  statements.  Certain information  included in the Press Release
(as well as information  included in oral statements or other written statements
made or to be made) contains statements that are forward-looking,  such as those
relating to consummation of the transaction,  anticipated  future revenue of the
companies  and  success  of  current  product  offerings.  Such  forward-looking
information  involved important risks and uncertainties that could significantly
affect  anticipated  results in the future and,  accordingly,  such  results may
differ materially from those expressed in any forward-looking statements.

CONTACT:

     E-Pawn.com, Inc., Coral Springs, Fla.
     Eli Leibowitz, President

     201/568-3828

     or

     Vanguard Communications Group, Coral Springs, Fla.

     954/227-0483

     [email protected]

<PAGE>
                                    EXHIBIT D

Monday April 3, 10:20 am Eastern Time

Company Press Release

E-PAWN.COM INC. TO LAUNCH FIRST GLOBAL INTERNET "UBUY" SMART CARD

ENGLEWOOD,  N.J.--(BUSINESS  WIRE)--APRIL 3, 2000--E-PAWN.COM INC. (OTCBB:EPWN -
NEWS)  WWW.E-PAWN.COM  announced  today  that it has  signed an  agreement  with
Loyalty Card Holdings  Limited  ("LCL") to launch a new global  Internet  credit
card.
E-Pawn.com will exploit the Smart Card  technology and strategic  alliances that
have been developed by LCL'S subsidiary, Loyalty Card Services Limited, based in
the United Kingdom.
The UBUY Smart Card will be used as a credit  card,  phone card,  and bank money
access card (ATM),  while at the same time featuring state of the art anti-fraud
protection technology. The UBUY Smart Card functions with individual fingerprint
recognition technology,  thereby eliminating credit card fraud. The card will be
marketed under the brand name  www.ubuynetwork.com.  The UBUY Smart Card will be
the first global credit card issued in Euro's the official  currency of the (EU)
European Union. The European  community  consists of  approximately  350 million
consumers in 18 countries.
Ubuy Card will be underwritten by a major multi national financial  institution.
The planned launch of the Ubuy Card is scheduled for late June 2000.
Mr.  Raymond E.  Winter,  Chairman of LCL,  will join the Board of  Directors of
E-Pawn.Com  Inc. and will head up the European  operations of  E-Pawn.Co.UK  and
UbuyNetwork.Co.UK  as Chief Executive  Officer.  Mr. Winter brings many years of
experience  in  telecommunications  and  marketing  of  credit  cards  for multi
national corporations.
-0-

E-Pawn.Com Inc. is a multi-faceted portal, software developer and online auction
company that  recently  announced  plans for the global  expansion of E-PAWN.COM
into several European  markets.  The expansion  program provides for E-PAWN.COM,
UBUYNETWORK,  http://www.ubuynetwork.com  and related  online auction and barter
sites  http://www.pawnshopauctionline.com  http://www.swappage.com  and its most
recent production  http://www.bigticketworld.com.
Colonel's  International,  Inc.  is a holding  company for The  Colonel's  Truck
Accessories,  Inc. The Colonel's  Rugged Liner Inc., and The Colonel's  Brainerd
International  Raceway,  Inc. which will be changed to E-Pawn.Com  International
Raceway.  COLO'S  related web sites are as  follows:  http://www.ruggedliner.com
http://www.groundforce.com
The  Private  Securities  Reform  Act of  1995  provides  a  "safe  harbor"  for
forward-looking  statements.  Certain information included in this Press Release
(as well as information  included in oral statements or other written statements
made or to be made) contains statements that are forward looking,  such as those
relating to consummation of the transaction,  anticipated  future revenue of the
companies  and  success of  current  product  offerings.  Such  forward  looking
information  involves important risks and uncertainties that could significantly
affect  anticipated  results in the future and,  accordingly,  such  results may
differ materially from those expressed in any forward looking statements.

CONTACT:
     UbuyNetwork.Com U.K.

     Ray Winter, 011 44 279655599
     EMAIL: [email protected]
     or
     E-Pawn Com. Inc., Coral Springs, Fla.
     Eli Leibowitz, President
     or
     Vanguard Communications Group Ltd.
     Public Relations

     954/227-0483

     email:  [email protected]

<PAGE>
                                   EXHIBIT E

         WEDNESDAY 17 MAY 9:00 AM

         COMPANY PRESS RELEASE

E-PAWN.COM  INC.,   ANNOUNCES   ONLINE  MARKETING   AGREEMENT  WITH  MARLBOROUGH
INTERNATIONAL PLC.

CORAL SPRINGS FL.  (BUSINESS WIRE) MAY 17, 2000  E-PAWN.COM INC.  WWW.E-PAWN.COM
(OTCBB:EPWN)  Announced  today  that it has  been  successful  in  concluding  a
marketing agreement for its ubuynetwork.com  subsidiary  www.ubuynetwork.com  to
promote and market Marlborough  International PLC  www.marlborough.ie  a leading
international  employment  and support  services  provider.  marlborough's  news
release may be seen http://uk.biz.yahoo.com/000517/123/a742u.html

Marlborough  is publicly  traded on the London and Irish Stock  |Exchanges.  The
company is  headquartered  in Dublin Ireland and operates  internationally  from
locations in Ireland,  United Kingdom and Australia.  Marlborough specializes in
technology  placement  services,  executive  search,  contract  staffing,  staff
outsourcing and employee  management for multi-national  companies on a regional
basis.

Ubuynetwork will market  Marlborough's new B2B online  employment  service "FILL
THE JOBS. COM" via ubuyjobs.com ( www.ubuyjobs.com ).

David McKenna C.E.O, Marlborough  International explained,  "this innovative new
program is designed  to allow all  recruitment  companies  access to the largest
multi-national  employers  worldwide."  he also added,  "effectively,  this will
enable  independent  recruitment  agencies  instant  access to prime  employment
opportunities for their clients through  www.fillthejob.com a virtual employment
fair. at the same time employers will be able to interview  potential  employees
by selecting from a file search of resumes on the companies comprehensive online
data base consisting of 100,000 plus active job candidates."

Albert  Reynolds,  Chairman  of E-PAWN's  advisory  committee  commented,  "This
alliance will be mutually beneficial and provide excellent  opportunity for both
companies to expand internationally."

Eli Leibowitz,  E-pawn's  President  said, "By marketing the online  recruitment
service via the  ubuynetwork  the company  will  enhance its ability to generate
revenue  for in its  core  business  as well as  demonstrating  its  appeal  and
abilities to attract  established  businesses to its rapidly  growing network of
goods and services online."

E-pawn has created and developed a multitude of e-commerce web sites to include:
Ubuy      network      http://www.ubuynetwork.com      ,an     auction      line
http://www.pawnshopauctionline.com   ,  a  buy  sell,   trade  or  barter   site
http://www.swappage.com  and the e-pawn  store front with over 3000  interesting
items  from  gifts to  imported  clocks,  paintings  and much  more.  E-pawn has
developed a proprietary  e-commerce  software  designed with  simplicity in mind
www.bazoo2000.com  . The target market is small to medium size  business  owners
with little or no knowledge of  electronic  storefront  applications  who are in
need of practical e-commerce  solutions.  E-pawn's software is simple to install
and the storefront administration can be controlled by an individual without any
knowledge  of  basic  html.  the  appearance  of the  storefront  is  completely
customizable;  it can be  integrated  into  an  existing  web  site or used as a
stand-alone site.  however,  for those requiring a quick solution,  the standard
e-pawn  storefront  is  supplied  ready to use with a number  of  variations  to
include color, font and logos. the software is user friendly, versatile and cost
effective.  The software can handle tens of thousands of products  including tax
and shipping costs, discounting,  e-mail notification,  banner ads, search tools
and  other  online  transaction  verification  modules.  The  software  will  be
available  in six  different  languages.  e-pawn  plans to enter the uk,  swiss,
german, french, dutch and scandinavian markets later this year.

The  Private  Securities  Reform  Act of  1995  provides  a  "safe  harbor"  for
forward-looking  statements.  Certain information included in this Press Release
(as well as information  included in oral statements or other written statements
made or to be made) contains statements that are forward looking,  such as those
relating to consummation of the transaction,  anticipated  future revenue of the
companies  and  success of  current  product  offerings.  Such  forward  looking
information  involved important risks and uncertainties that could significantly
affect  anticipated  results in the future and,  accordingly,  such  results may
differ materially from those expressed in any forward looking statements.

contact :

Eli Leibowitz, President E-pawn.com, Inc.
Vanguard Communications Group LTD,

 954-227-0483

[email protected]

<PAGE>

                                   EXHIBIT F

THURSDAY MAY 18, 9:57 AM EASTERN TIME
COMPANY PRESS RELEASE

E-PAWN.COM, INC. FORMS PARTNERSHIP WITH SWISS INVESTMENT COMPANY

CORAL SPRINGS, FLA.--(BUSINESS WIRE)--MAY 18, 2000--E-PAWN.COM INC., (OTCBB:EPWN
- NEWS)  WWW.EPAWN.COM  announced that it has finalized a partnership  agreement
with Swiss Asset Investment Management 1984 SA (AIM) located in Nyan Switzerland
to operate, market and promote E-Pawn.com and the UbuyNetwork.com  businesses in
the  following  countries  including:   Austria,  Switzerland  and  Scandinavian
countries  of  Norway,  Denmark  and  Sweden.  AIM is a Swiss  based  investment
management  company  that  was  established  in 1984  and  holds  a  substantial
investment in E-Pawn. The company will develop and operate the E-Pawn businesses
in those countries.  Christopher Morris,  Managing Director of AIM, is a 58 year
old executive who has  considerable  experience in high  technology and computer
related  fields.  Morris  has spent more than 25 years  with  Digital  Equipment
Corporation  developing their  multi-billion  dollar European computer business.
More  recently  he has  been  involved  in the  marketing  of  telecommunication
services  in Europe and the  management  of AIM.  Christopher  Morris,  Managing
Director of AIM said: "We are optimistic  about the  opportunities  presented by
the  introduction  of  E-pawn.com  and the  Ubuynetwork.com  www.ubuynetwork.com
businesses  in  Switzerland  and Austria.  Particularly  exciting are the future
prospects in the Scandinavian markets, where a high percentage of the population
is computer  literate  and have access to the  Internet  thus  creating an ideal
market for the E-Pawn  business to business  concepts of online auctions and the
purchase of goods and  services  via  Internet."  "E-Pawn has observed the rapid
growth of the online auction  business in Europe which recently  resulted in the
UK based  QXL.com  announcing  the agreed $1 billion  takeover  of their  German
competitor  Ricardo.de.  The deal was  reported  in the London  Financial  Times
yesterday as the largest  E-Commerce  transaction in Europe underlines the rapid
growth of the online auction business in this region," said, Doug Forde Chairman
of E-Pawn. He also added, "It is noteworthy that this transaction  occurred less
than two months after  QXL.com  acquired  Bidlet a  Scandinavian  rival for $508
million.   The  industry   consolidation   in  Europe  where   QXL.COM  now  has
approximately  1.3  million  subscribers  and  EBAY  (NASDAQ:EBAY  -  NEWS)  has
approximately  966,000 European users, leads us to believe that we are headed in
the right direction.  Our plan is to enter these lucrative markets by developing
E-Pawn.Com  and the  UbuyNetwok in these regions in  conjunction  with our local
partners. We believe that our plan to build its market share over the next three
years should place the company in a good  position to service the market of more
than 100 million  Europeans who will shop online by the year 2004. These figures
were reported in a new research  program by  Datamonitor  Market  Analysis Group
that examined attitudes of consumers in 5 European  countries."  E-Pawn.com is a
multi-faceted  portal,  software  developer  and  online  auction  company  that
recently  announced  plans for the global  expansion of E-Pawn.com  into several
European markets. The expansion program provides for E-Pawn.com, UbuyNetwork.com
and related  online  auction and barter  sites  WWW.PAWNSHOPAUCTIONLINE.COM  AND
WWW.SWAPPAGE.COM  as well as licensing of its software to Exchequer  Investments
Ltd.,  a privately  held UK based  company.  Exchequer  will develop and operate
E-Pawn.com in several  European  marketplaces,  with  strategic  local  partners
providing  working capital,  local expertise and management to launch E-pawn.com
www.E-pawn.com  throughout Europe. The first launch will be E-PAWN.UK.COM in the
United Kingdom, to be followed by Germany,  France,  Italy, Spain,  Switzerland,
Denmark, Norway, Sweden, Netherlands and Ireland. The overall objective being to
take the subsidiary  companies  public in each country.  The Private  Securities
Reform Act of 1995  provides a "safe  harbor"  for  forward-looking  statements.
Certain  information  included  in the  Press  Release  (as well as  information
included in oral  statements  or other  written  statements  made or to be made)
contains  statements  that  are  forward  looking,  such as  those  relating  to
consummation of the transaction, anticipated future revenue of the companies and
success of current product offerings.  Such forward looking information involved
important risks and uncertainties  that could  significantly  affect anticipated
results in the future and, accordingly,  such results may differ materially from
those expressed in any forward looking statements.

CONTACT:

     E-Pawn.com, Inc.
     Eli Leibowitz, President

     201/568-3828

     or

     Vanguard Communications Group, Coral Springs, Fla.

     954/227-0483

     [email protected]

     or
     AIM Contact:

     Christopher Morris, 011 41 22 369 9096




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