RECENT DEVELOPMENTS AND OVERVIEW

On June 5, 2001, ZeroPlus.com announced a phased shutdown of operations and the immediate termination of all services and the majority of employees. This was done in an effort to conserve cash while seeking to pursue and consider any possible alternatives to recapitalize our business, or to seek value for our technology and/or relationships through an asset sale, merger, or other business arrangement. We made the decision to suspend operations after we determined that the Company no longer had the resources to continue to support the operating losses we have experienced. On June 27, 2001 ZeroPlus.com voluntarily consented to having...