SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                  Form 10-KSB/A
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                           For the fiscal year ended:
                                December 31, 2001
                             Commission File Number
                                     0-28547

                              800America.com, Inc.
                 ---------------------------------------------
                 (Name of small business issuer in its charter)

          Nevada                                             87-0567884
          ------                                             ----------
(State or other jurisdiction of         (I.R.S.  Employer  Identification  No.)
incorporation  or  organization)

                 420 Lexington Avenue, New York, New York 10170

                    (Address of Principal Executive Offices)

                                 (800) 999-5048

                          (Telephone number of Issuer)

           Securities registered under Section 12(b) of the Act:  None

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

                     COMMON STOCK $.001 PAR VALUE PER SHARE
                     --------------------------------------
                                (Title of Class)
     Check  whether the issuer (1) has filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

Yes               No    X
     ----              ----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  Registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

                                        1

     State  issuer's  revenues  for  the  most recent fiscal year.  $21,401,169.

     The  aggregate  market  value  of  the  voting  common  stock  held  by
non-affiliates  of  the  registrant  as  of  March 29, 2002 was $32,606,695. Our
commons  stock  is  traded on the OTC Electronic Bulletin Board under the symbol
"ACCO".

     There  were  19,976,289  shares  of  common stock $.001 par value per share
outstanding  as  of  March  29,  2002.

ITEM  1.  DESCRIPTION  OF  BUSINESS

CORPORATE  HISTORY

     We  were  incorporated  in Nevada on December 5, 1996, under the name Sport
Fair  Television  Inc.  Our  plan  at that time was to create and promote sports
goods  shows  for  home  shopping  networks  transmitted  via satellite or cable
television.  These  plans  did  not  come  to fruition. On December 31, 1997, we
acquired  from  Elizabeth  Peters all the issued and outstanding common stock of
Songs  of  the Planet Inc. in exchange for 200,000 shares of common stock. Songs
of  the  Planet was organized in August 1997 and changed its name to World House
Entertainment.  At the time of the acquisition, it had limited operations. These
operations primarily consisted of providing copyright administrative services to
affiliates  of  Mrs.  Peters.  World  House  Entertainment conducted no business
operations.  After  the  acquisition  Elizabeth Peters became the company's sole
employee.

     In  July  1999,  World  House  Entertainment  issued  10,000,000  shares of
restricted  common  stock  to  acquire  all of the issued and outstanding common
stock  of 800America, Inc. a Delaware corporation based in Nashville, Tennessee.
800America, Inc. was incorporated on March 26, 1999 for the purpose of operating
an  Internet  shopping  mall and an online magazine. 800America, Inc. was merged
into  the  company  and  the  company as part of the merger, changed its name to
800America.com  Inc.  At  the  same  time,  the  company  sold  its wholly owned
subsidiaries,  World  House Entertainment and Songs of the Planet, to its former
owner,  Elizabeth  Ann  Peters.

OUR  BUSINESS

     We  are  a  growing company that owns and operates international e-commerce
and  technology  websites.  Our  primary business is to bring buyers and sellers
together  in  an  efficient  and  easy  to use format and generate fees based on
transactions.  We  believe  that  we  are an innovator in developing proprietary
technologies  and  processes  needed  for  easy  navigation  and  convenience in
business-to-business  and  business-to-consumer  environments.  Our technologies
have  provided  the  foundation  needed  for us to scale and grow our e-commerce
businesses  profitably  across  geographic  regions  and multiple product lines.

     The  majority  of  our  revenues  are  derived  from  commissions and sales
generated  on  transactions  made  through  our  four  primary  websites,
OneTwoClick.com  and  RothmanCloseouts.com  (commissions), InternetWebGuide.com,
and  FileShooter.com  (sales).  All  of  our  websites  share  their  underlying
technologies  and  the  management  team  responsible  for  our  profits.

                                       2

     THE  800AMERICA  NETWORK:  THE  800AMERICA  NETWORK  CONSISTS OF A GROUP OF
     ------------------------
     WEBSITES  THAT  PROVIDE  BUSINESS  TO  BUSINESS,  E-COMMERCE  SERVICES  AND
     TECHNOLOGY.

     The 800America Network (www.800america.com), is our homepage for all of our
eleven  websites that comprise the 800America Network.

     OneTwoClick  offers  consumers  a convenient way of easily navigating among
many  stores.  We are paid a commission on a per transaction basis by the retail
stores  included  in  the  OneTwoClick  site  of  5 to 20% on items sold on this
portal.  We  are  actively involved in determining the stores that are listed on
the  portal  based  on  shopper preference. Our filtering mechanism for bringing
stores  into  the  portal  is  based  upon  the  preferences  of  our  users.

     We  offer  incentives  to  keep  new  and  repeat  visitors  coming  to the
800America  Network  through  promotions  and  advertising.  We  run  television
advertising  to increase the number of visitors to the 800America Network. As of
March  29,  2002,  our  OneTwoClick portal had over 700,000 registered customers
making  over  300,000  transactions  per  month.

     The  800America  Network  offers  other services to both users and vendors.
Through  an  800America  Network  website, inShop (www.inshop.com), we provide a
customized  mass  direct  mail  service  that  alerts our inShop customers about
merchandise on sale at particular stores off-line. The stores pay us a per alert
fee to include their sales in the alerts. We receive payments from the stores to
send  these  alerts  to  our  visitors.  inShop  has  a  database of well to do,
primarily  female  consumers,  and  extensive  relationships  with  stores  and
shoppers.  The  inShop  model helps shoppers make informed shopping decisions by
allowing  its  members  to  receive  both  fashion and designer sales alerts via
e-mail.

     We  developed  and  grew our customer base of Internet shoppers through our
online magazine, Internet Web Guide (www.internetwebguide.com). Our Internet Web
Guide  provides  write-ups,  best  of best site reviews and articles relating to
Internet  shopping  and  some  twenty  different  other  categories.  The online
magazine  is  independently  written  and  is  available in six languages and in
several  countries  around  the  world.

     ROTHMAN CLOSEOUTS: ROTHMAN CLOSEOUTS OPERATES THE WORLD'S LEADING WEB-BASED
     -----------------
     GLOBAL  TRADING  COMMUNITY  FOR  SURPLUS  AND  CLOSEOUT  MERCHANDISE.

     Rothman  Closeouts,  a  member  of  the  800America  Network
(www.rothmancloseouts.com),  the  world's  leading  web-based  global  trading
community  for  surplus  and  closeout  merchandise,  is  a  leading business to
business  closeout  portal  for manufacturers, wholesalers and retailers to sell
and  buy  surplus  inventories  around  the world. Through management's years of
experience  in closeout merchandise, Rothman has built an on-line global trading
community  in  which buyers and sellers are brought together in an efficient and
cost-effective  manner  to  buy and sell surplus merchandise. The Rothman online
platform  has  been  used  by  many brick and mortar companies seeking an online
distribution  channel  for  their  surplus  and closeout merchandise. We believe
these relationships will continue to increase as brick and mortar companies seek
new ways to bring their businesses to the Internet without incurring significant
start-up  and  operating  costs.

                                       3

     Rothman's  business  model  was  developed  based  on our management team's
in-depth  knowledge  of  the  industry.  Our  management  team has many years of
industry  experience  and  understands  how  buyers and sellers trade in surplus
merchandise. Our understanding of the marketplace provides us a competitive edge
and  is  reflected in the services we provide. We continue to tailor our Rothman
services  to  reach  web-based  trading  communities in other countries. We have
expanded  the  Rothman  services  to  thousands  of small business owners across
America.  Most  surplus  merchandise  is  sold  in  larger lots at higher prices
leaving  the  small  business  owner  unable to compete with the large retailers
offering  closeouts. Our services allow these small business owners to aggregate
their  surplus  merchandise  so  that  they may share in the benefits of selling
larger  lots.  The  minimum  order  that  can  be  placed  is  $500.00.

     Our  goal  is  to  be  the  "virtual closing room" for closeout merchandise
around  the  world.  Our  proprietary  technology  automates the customer buying
process  and  has  proven  instrumental  in  our ability to reach our goal. This
technology  finds  and  then  matches  buyers and sellers, and builds a fast and
accurate  customer  buying  system.  This  provides  Rothman  Closeouts with the
ability  to  gather  information  on  customer  buying  behaviors  on a realtime
continuous  basis.  The information allows Rothman Closeouts to provide valuable
assistance  to  its  customers  in  order  to  close  the sale during the actual
negotiation.  We  operate Rothman internationally and have expanded our services
to  the  Far  East,  Europe  and  South  America.

     OTHER  PRODUCTS  AND  SERVICES:

     Fileshooter  (www.fileshooter.com),  has  led  to  the  development  of  a
revolutionary  new  peer-to-peer communications tool for secure, private instant
Internet messaging that sends and receives any kind or size file including text,
music,  pictures  and  graphics.  We  acquired a 51% ownership in Fileshooter in
November  2000  and completed the acquisition for the remaining 49% in July 2001
and  worked  with  the  company's  existing  technology  to  further develop the
Fileshooter  product.

     Fileshooter  instantly  sends  and  receives  any  type  or  size  of file,
including,  but  not  limited  to,  text,  music,  pictures  and graphics or any
combination  thereof.  What  makes  Fileshooter different from other products is
that  it  does  not  reside  on  any  intermediary's  server  used in sending or
receiving  e-mail. Fileshooter takes a file and wraps it in an encrypted format.
The  file  is  then  sent  via  the  Internet with nothing more than an Internet
Protocol  (IP)  address tag to the designated recipient. This innovative process
allows  the  sender  and  receiver  to  communicate privately regardless of each
others  browser,  e-mail  product  or Internet service provider. The Fileshooter
file  tunnels  through the Internet and its myriad of routers instantly to reach
the  recipient.

     Fileshooter  serves  the  need  for individuals, groups and corporations to
communicate  with a variety of other individuals or organizations which may have
different  service  providers  and  server  technologies.  Fileshooter  offers
additional  flexibility to users in providing the ability to open a private chat
line  of  communication  which does not reside on any intermediary's server. The
chat  line  is private, quick and deleted once the transmission is complete.  We
began  marketing  the  software product to consumers and businesses in the third
quarter  of  2001.

                                       4

     EBiz4Biz.com  is  a  business  to  business  site  that  offers  Chinese
manufacturers  English  and  Chinese language web pages pointed to North America
where  they  may  display  their  merchandise  for  sale.

     IPSpayment.com  is  an online payment system that allows users to pay bills
and  transfer  funds.

     WizardWorld  is  an  online marketplace where people can buy, sell or trade
collectibles.

     cs-live  provides  real-time  communications  using  the  Internet  as  the
delivery  medium.  cs-live  technology  enables companies with a web presence to
maximize  the  effectiveness  of  the  Internet  with  applications that provide
enhanced  real-time  communications  over  the web, including live chat and rich
media.  cs-live  provides  solutions  for  eLearning,  eMarketing,  sSupport and
eSurveys,  brings cs-live's customers' web sites to the next level with live and
interactive  customer  management  solutions.

     The  iGain  platform employs an Application Service Provider (ASP) model to
deliver cash rewards-based loyalty programs to its clients via both Cash Rewards
and  Merchant  Partner  application  services.  Clients  may  use  the  services
independently  or  together  to  reward  loyal  customers.  By  modeling  the
relationships  between  clients,  members,  and  incentive programs, iGain fully
manages  the  distribution,  tracking, and fulfillment of cash incentives. As an
ASP,  iGain  leverages  the power of the Internet to quickly and efficiently put
clients'  rewards  programs to work. iGain loyalty programs are agile and can be
launched  in  less  than  two weeks. B2B and B2C services are provided utilizing
standard  protocols  over  the  Internet.

     Youtopia.com is one of the most popular teenage sites in North America with
approximately  1-2  million members between the ages of fourteen and twenty-six.
The site features contests, games, promotions and some of the most popular music
artists.

BUSINESS  STRATEGY

     Our strategic objective is to continue to grow our business by acquiring
companies with technologies that support our core business and provide tools for
Internet navigation, shopping and trading convenience. The key elements of our
strategy are to:

*     continue  to  maximize  opportunities  with  our  existing  businesses;

*     seek  strategic  acquisitions  of  synergistic companies with technologies
      that  support  our  strategy  and  improve  shareholder  value;

*     acquire  additional  e-commerce  companies  and  layer  in  our managerial
      expertise  to  expand  our  existing  customer  base  and  maximize
      profits; and

*     build  upon  our current infrastructure to provide technology and services
      that  enhance  the  Internet  shopping  experience.

                                       5


SALES  AND  MARKETING

     We  have approximately 150 independent commission-based sale persons across
China  who  report to our Beijing office who perform various sales and marketing
functions  for  our  new  marketing  efforts in Asia. We do not employ any sales
personnel  in  China.  All  of  our  employees  (6)  in  our  Beijing office are
technical staff.  The independent sales force contacts Chinese manufacturers for
the  purpose  of  selling  webpages  that  are  pointed  to  the  North American
marketplace.  Our marketing strategy, which we implement through advertising and
promotions  as  well  as  partnerships  and  alliances,  includes  the following
elements:

*     promote  our  800America  Network  and  our  various  brands;

*     develop  niche  marketing  programs  to  attract buyers and sellers to our
      web-based  trading  community;  and

*     develop  technology  companies  to  grow  their  business.

COMPETITION

     Competition  in  the  on-line  shopping  industry is intense, with numerous
companies  competing  in  what is currently a highly fragmented industry. Almost
all of the major national retailers have established their own web sites and are
experiencing  mixed results in this segment of their business. Several companies
have  emerged  with  on-line  shopping  portals  similar  to ours. Many of these
companies  have  spent  millions  of  dollars in advertising and marketing in an
attempt  to  carve  out  a  niche and establish their brand names in this highly
competitive  market. Few of these competitors are currently operating profitably
since  they  expend large amounts of money for advertising in order to establish
their  market  identities.  As  a  result,  the  advertising  market is becoming
saturated  with  numerous on-line merchants, creating confusion among consumers.
It is becoming more difficult for each company to differentiate its products and
services  from those of its rivals. We are aware that several new companies have
begun  to  offer  on-line  shopping portals with a customer rebate feature. This
particular niche of the on-line shopping industry is highly fragmented and there
are  virtually no barriers to entry into this market. We expect on-line shopping
sites  to  proliferate.  In order to compete successfully companies will have to
offer  more  services  and promotions to their customers. 800America has limited
resources.  As a result, it will be difficult for us to compete with these large
national  organizations  whose  financial strength is significantly greater than
ours. We may not be able to compete effectively with these larger organizations.
We  may  not  be  able to continue to operate profitably in the on-line shopping
mall  business.

     The  online surplus trading community is a new, rapidly evolving market. We
expect  competition  to  intensify  in  the  future as the barriers to entry are
relatively  low,  and  current  and  new  competitors  can launch new sites at a
minimal  cost  using  commercially  available software. Depending on the product
category, we compete with a number of companies serving particular categories of
goods  as  well  as  those  serving  broader  ranges  of  goods.

Our  Fileshooter  software  product  competes  directly  with  all  peer-to-peer
(computer-to-computer)  software  products.  We  believe our product has certain
competitive  advantages  over our current competition, but we expect competition

                                       6


to  intensify  in  the  future  as  peer-to-peer  computing becomes increasingly
popular  in  both  the  corporate  and  personal  markets.

EMPLOYEES

     As of March 29, 2002, we had 52 employees, including 50 full time employees
and  2 additional part-time employees. We may hire additional employees in 2002,
both full time and part time, if our level of operations requires an increase in
our  work  force.  In  addition,  our  Beijing  office  where  we  have over 150
independent  sales  persons performing various sales and marketing functions. We
opened  this  office  after  acquiring  Ebiz4biz.com  in  February  2001.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     We  do  not  own  any real property.  We maintain our corporate and a sales
office  in  New York, New York where we lease approximately 1,300 square feet of
space. The lease provides for a monthly rental of approximately $3,460 per month
and  continues  until  June  2005.  Our  administrative  offices  are located in
Nashville,  Tennessee  where we lease an aggregate of approximately 3,600 square
feet  of  space at two different sites. One site has a lease that provides for a
monthly  rental  of  $891  per  month  and  increases  7  1/2% per year over the
remaining term of the lease, which expires in December 2002. In January 2002, we
rented  a  second  larger  space of approximately 2,500 square feet. We rent the
second  site,  without  a  written  lease,  for  a  monthly  rental  of  $1,951.

     Part  of  our technical operations, Ebiz4biz.com and the cs-live operations
have  offices  in  Ottawa,  Canada where the rent, is CDN $26,481 per year for a
period  of  three years ending 2005 and Ebiz4biz has an office in Beijing, China
where  the  rent,  without  a  written  lease,  is  $1,000 per month.  The iGain
subsidiary  leases  approximately  1,261  square  feet  in  Fairfield,  CT  for
approximately  $1,576  per  month  for  a  one-year  term  ending December 2002.

ITEM  3.  LEGAL  PROCEEDINGS

     In  the  normal  course  of  our business, we are involved in various legal
matters.  We do not believe that any legal matter that we are currently involved
with would have a material adverse effect on our business or financial condition
should  the  matter  not  be  decided  in  our  favor.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 1999, either through the
solicitation  of  proxies  or  otherwise.

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Our Common Stock has been quoted on the OTC:BB since November 8, 1999 under
the  symbol  "ACCO".  The following table set forth, the high and low bid prices
for  the  Common  Stock  for the quarters indicated.  As of March 29, 2002 there
were  334  shareholders of record.  The source of the quotes is Yahoo Financial.

                                       7




                                              
                                    Common Stock  Bid  Price
                                    -----------   -------------
Calendar Year 2000                      High          Low
---------------------               -----------   -------------
First Quarter                           $5.625        $3.125
Second Quarter                          $ 5.00        $ 1.25
Third Quarter                           $ 2.50        $ 1.25
Fourth Quarter                          $ 2.50        $ 1.25

Calendar Year 2001                      High          Low
---------------------               -----------   -------------
First Quarter                           $ 2.18        $ 1.34
Second Quarter                          $ 3.25        $  .37
Third Quarter                           $ 4.65        $ 1.53
Fourth Quarter                          $ 4.00        $ 1.55

Calendar Year 2002                      High          Low
---------------------               -----------   -------------
First Quarter                           $ 3.10        $ 2.05
Second Quarter through
  April 10, 2002                        $ 3.03        $ 2.77




     As  of  March 29, 2002, there were 19,976,289 shares of Common Stock issued
and  outstanding.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

General

     We operate various Internet web sites for Business to Business; Business to
Consumers and Technology. Our goal is to bring buyers and sellers together in an
efficient  and  easy  format and generate income based on the transactions.  Our
technologies  coupled  with  our  customer  approach  continue  to  strengthen
relationships  with  our  customers.  These  technologies  are  providing  the
foundation  needed to scale and grow the e-commerce businesses profitably across
geographic  regions  and  multiple  product  lines.

     Sites  operated  under  the  800America  Network  are  OneTwoClick.com,
RothmanCloseouts.com,  InternetWebGuide.com,  FileShooter.com,  InShop.com,
eBiz4biz.com,  cs-live.com,  iGain.com,  IPS  payment.com,  WizardWorld.com  and
Youtopia.com.

YEARS  ENDED  DECEMBER  31,  2000  AND  1999

     Certain  of our financial information has been revised.  Please see Note 12
of  the  Selected  Notes to Financial Statements for a summary of the revisions.

RESULTS  OF  OPERATIONS

     We  had revenues of $15,980,529 which were reduced by rebates of $8,913,351
for  the  year  ended December 31, 2000 compared to revenues of $3,283,575 which

                                       8

were  reduced by rebates of $2,135,668 for the year ended December 31, 1999. Net
income  for the year ended December 31, 2000 was $2,072,494 compared to $185,447
for  the  year ended December 31, 1999. The annual results of operations are not
comparable  because of the new selling lines in which the Company was engaged in
the  most  recent  year.  In  2000,  we  acquired  Rothman  Closeouts, 21st Ave.
Productions  and Who's Who in Pets.  We sold 21st Ave. Productions and Who's Who
in  Pets  in  2001.  In 2000, Rothman Closeouts, 21st Ave. Productions and Who's
Who  in  Pets  contributed  approximately 20-25% of our total revenue. We do not
believe  that  the  sales  of these parts of our business adversely affected our
overall  financial  performance  in  2001.  The  Company  realized  revenue  of
$14,640,954  in  B2C,  $1,296,575  in  B2B  and $43,000 in Technology. Costs and
expenses  for  the  year  ended  December 31, 2000 were $3,953,278, resulting in
operating  income  for  the  year  of  $3,113,900.  This compares with costs and
expenses  of $872,737 that resulted in operating income of $275,170 for the year
ended  December  31, 1999. The largest categories of costs and expenses were for
general,  selling  and  administrative  expenses  in  the  amount  of $1,317,685
(including  salaries  and  other  personnel  expenses), bad debt expenses in the
amount  of  $270,795, advertising costs and expenses in the amount of $1,878,318
and  depreciation  and  amortization  expenses  of $486,480. In 1999 the largest
categories  of  costs  and expenses were for general, selling and administrative
expenses  in  the  amount  of  $320,980  (including salaries and other personnel
expenses),  bad  debt  expenses  in the amount of $66,000, advertising costs and
expenses in the amount of $397,738 and depreciation and amortization expenses of
$88,019.  Because  of our limited operating history and the changing competition
in  the  on-line  shopping  business, management cannot predict, based upon past
performance, whether the above listed cost and expense categories are relatively
stable  or  subject  to  a  substantial  degree  of  volatility.

LIQUIDITY  and  Capital  Resources

     Net  cash provided by operating activities was $2,178,041 in the year ended
December  31,  2000  compared to net cash provided by operations of $119,339 for
the  year  ended December 31, 1999. The Company's net cash increase for the year
ended  December  31, 2000 was $1,725,182 compared to a net cash increase for the
year  ended  December 31, 1999 of $391,987. The Company's ending cash balance at
December  31, 2000 was $2,117,746 compared to an ending cash balance at December
31,  1999 of $392,564. Net cash inflows from operations are expected to continue
during  the  fiscal  year  ending  December  31,  2001.

YEAR  ENDED  DECEMBER  31,  2001  COMPARED  TO  YEAR  ENDED  DECEMBER  31, 2000.

RESULTS  OF  OPERATIONS

     We  had  revenues  of  $20,641,007  for  the  year  ended December 31, 2001
compared  to  revenues  of  $7,067,178 for the year ended December 31, 2000. Net
income  for  the  year  ended  December  31, 2001 was $8,305,462 compared to net
income  of  $2,072,494  for  the  year ended December 31, 2000. We estimate that
approximately  eighty  percent  of  our  revenues  were  derived from continuing
operations and twenty percent from new acquisitions acquired during 2001.  Total
operating  expenses  for  the  year  ended  December  31,  2001  were $8,741,397
resulting  in  operating  income  for the year of $11,899,610.  This compares to
total  operating  expenses  of  $3,953,278 for the year ended December 31, 2000,

                                       9

resulting  in  operating  income  of  $3,113,900.  We instituted a policy of not
paying  rebates  as of January 1, 2001.  For the year ended December 31, 2000 we
paid  a  total  of $8,913,351 in rebates.  We had been paying rebates of between
forty  and  sixty  percent  of  the  amounts  collected.  Because of our limited
operating  history  with the various web sites, management cannot predict, based
upon  past performance, whether the above listed cost and expense categories are
relatively  stable  or subject to a substantial degree of volatility. Management
continues  to  expect that advertising and promotion costs will be a significant
part  of  our  operating  structure.  For  the  year  ended  December  31, 2001,
advertising  and  promotion costs were $4,443,249 representing approximately 51%
of  total  operating  expenses  compared  to  $1,878,318  in  such costs in 2000
representing  approximately  47%  of  total  operating expenses. The increase in
advertising  costs  were  a  result  of our expanded operations with our various
sites  and  the  consequences of events which occurred after September 11, 2001.
One  of our sites OneTwoClick showed a drop-off in revenues after September 11th
and  another,  FileShooter, showed an increase.  We increased our advertising to
address  both  trends.  Payroll  costs for the year ended December 31, 2001 were
$890,106  compared  with  $299,254  for  the  year  ended December 31, 2000. The
increase  in  payroll costs was a result of hiring more people and having to pay
higher  salaries  for  more  qualified  technical  personnel because of our more
complex internet network.  Legal and accounting costs were $226,677 for the year
ended  December  31,  2001  compared  to $78,039 for the year ended December 31,
2000.  The  increase  is  primarily  a  result  of the acquisitions we completed
during  the year.  The overall increase in our various costs was a result of our
increasing  our business primarily through internal growth. Also during the year
ended  December  31,  2001, we spent $1,681,131 on our new acquisitions, most of
which  was devoted to our inShop operation.  Depreciation and amortization costs
were  $1,299,475  for the year ended December 31, 2001, compared to $486,480 for
the  year  ended  December 31, 2000. The increase is a result of the increase in
depreciable property and equipment cost allocations resulting from acquisitions.
Management  expects  that  revenues  from Business to Consumers will continue to
increase in 2002, and there will also be increases in technology and business to
business  revenue.

     We  believe  that  our  revenues  and  expenses  will  continue to increase
substantially  in  the  year  ending  December  31,  2002  both  because  of the
continuing  expansion of our business and because of the changing competition in
the  on-line  shopping  business.  Additional  expenses  are  also  likely to be
incurred  as we expand our bandwidth capacity in order to accommodate new stores
at  our  web  sites as well as new websites. We also plan on integrating more of
the  800America  Network  customers  into  the  IPSpayment  system  site.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  and  cash  equivalents  as of December 31, 2001 were $13,201,125.  At
December  31,  2001,  the  Company had current assets of $13,573,598 and current
liabilities  of  $2,625,517  resulting  in  working capital at December 31, 2001
(current  assets  less  current  liabilities)  of  $10,948,081.

     In  September  2001, we acquired substantially all of the assets, including
the  name, of cs-live.com inc. The purchase price was $50,000 and 450,000 shares
of  common stock. We also assumed certain operating leases. cs-live inc. changed
its  name  to  Intelligent  Web  Technologies,  Inc.  We  have  made advances to
Intelligent  Web  Technologies, Inc. of approximately $300,000. The advances are
secured by the shares of common stock paid as part of the purchase price.  These

                                       10

shares  are  being  registered  for resale.  When they are sold a portion of the
proceeds  will  be  used  to  repay  the  advances.

     During  the  period  we acquired all the capital stock of Universal Payment
Systems,  Inc. (UPSI). The purchase price was $1.00. UPSI was purchased from our
Chief  Executive Officer. For financial statement purposes it has been valued at
$782,000,  the  same  carrying  amount  as in the hands of the transferor. Also,
during the period we raised a total of approximately $7,179,773 from the sale of
common stock in two private placements. Subsequently, we rescinded $5,500,000 to
an  investor.

     Net  cash  provided  by  operating  activities was $11,678,998 for the year
ended  December 31, 2001 compared with net cash of $2,178,041 for the year ended
December 31, 2000. The increase in net operating cash was primarily attributable
to  an increase in revenues, and a decrease in rebates as a result of ending the
rebate  program.  During  the  period  ended December 31, 2001, the Company sold
assets  for  $500,000,  received  back  a  bond deposit of $500,000 and purchase
equipment  for  $1,681,131. During the year ended December 31, 2000, we obtained
$1,679,773  through  the  sale  of  equity  securities  in  private  placements,
repurchased  our  Common  Stock  for  $50,000 and repaid debts assumed in merger
transactions  of  $918,785.

     At  December  31,  2001,  accounts  receivables  were  $53,752  compared to
$995,634  at  December  31, 2000. The difference is in the manner we now collect
accounts  receivables.  In the prior year, accounts receivables were tracked and
collected  by  an unrelated third party and remitted to us monthly. During 2001,
the  accounts  receivables  were  tracked  and  collected  directly  by  us with
remittance  to us either directly by credit card or primarily weekly or biweekly
by  stores  on  the  website.

In  October,  2001,  we  acquired  all  of  the capital stock of iGain, Inc. The
purchase price was 1,050,000 shares of common stock. We agreed to repurchase, at
the  option  of  the holders, 1,000,000 shares of the common stock issued in the
merger for a price at $2.60 per share (the Put Shares). The conditions for which
we  will repurchase the Put Shares is (i) if the current Chief Executive Officer
is  no longer serving in that capacity, (ii) we conduct a public offering of our
securities  and receives at least $7,000,000 in proceeds, or (iii) one year from
the  closing  date  of  the  merger. In connection with the merger, we agreed to
repurchase  a total of 51,028 of the Put Shares at an earlier date for $2.25 per
share.  This  was  completed  in January 2002.  We are the beneficiary of a term
life  insurance  policy  that  covers  the demise of our current Chief Executive
Officer.  The  amount  of  the  policy  is  $10,000,000.

     In  December, 2001, we acquired the capital stock of WizardWorld, Inc. in a
stock  for  stock  merger.  The  purchase price was 660,000 shares of our common
stock.  We agreed to repurchase the common stock given in the merger in one year
at  a  purchase  price of $2.60 per share. Certain of the holders of WizardWorld
preferred stock who received our common stock in the merger purchased a total of
340,000  shares  of  our  common  stock  in  a  private placement for a total of
$850,000. Such purchasers also have the right to have us reacquire the shares at
$2.60  per  share  after  one  year.

                                       11

     We  believe  that  our current capital resources and liquidity are adequate
for  at  least  the  next twelve months. Other than costs in connection with the
further  development  of our web sites, we do not have any plans for significant
capital or operating expenditures above our current level unless we determine to
develop  additional web sites that could result in additional development costs.
We  may  also  make  additional acquisitions which might be financed at least in
part  with  our  funds.

EVENTS SUBSEQUENT TO DECEMBER 31, 2001

     In  January,  2002,  we  acquired  the assets and assumed certain operating
liabilities  of  Youtopia.com, Inc. The purchase price was 650,000 shares of our
common  stock.  We  also  paid  approximately  $110,000  to remove a lien on the
assets.  We  have agreed to register some of the stock issued in the transaction
for  resale.  This  money is to be repaid out of the proceeds of such a sale. In
connection with the transaction we hired Youtopia's Chief Executive Officer as a
consultant  for  six months. The compensation paid to the consultant was 150,000
shares  of  our  common  stock  which was part of the 650,000 shares paid as the
purchase  price.

FORWARD  LOOKING  STATEMENTS

     This  report  on  Form 10-KSB/A contains certain forward-looking statements
that  are  based  on  what  we believe are reasonable beliefs and assumptions of
management.  Often,  these  statements  can  be recognized because of the use of
words  such  as  believe,  anticipate,  intend,  estimate  and  expect  in  the
statements.  Such forward-looking statements obviously involve known and unknown
risks,  uncertainties,  and  other  factors  that  may cause the actual results,
performance  or achievements to be materially different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.

ITEM  7.  FINANCIAL  STATEMENTS

     Our  financial  statements  begin  on  page  F-1.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     N/A

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

NAME                   AGE  POSITION

David E. Rabi           62  Chief Executive Officer, Treasurer and Director

Jacques Pate, Jr.       47  President

Bobby Walley            62  Secretary and Director

                                       12

Richard Sullivan        74  Director

SIGNIFICANT EMPLOYEES

Jerry Kavoun            47  Senior Vice-President - Chief Marketing Officer

Vincent Ren             43  Chief Technology Officer

     Our  directors  are elected each year at the annual meeting of shareholders
for  a  term  of one year. Each director serves until the expiration of his term
and  thereafter  until  his successor is duly elected and qualified. Our by-laws
provide  that the number of directors constituting the board of directors may be
increased  by action of the board of directors, which may also fill vacancies on
the board of directors. The current board of directors will continue to serve as
directors until the next annual meeting of our shareholders. At this time, there
are  no  committees  of  the  board  of  directors.

     Our executive officers are appointed by the Board of Directors on an annual
basis.

MANAGEMENT

     DAVID E. RABI has been a director since February 1997, and he has served as
our  Chief  Executive  Officer  and  President since July 9, 1999, except for an
approximate  3  week  period  in  September  2001.  As  President,  Mr. Rabi was
instrumental  in leading the company to profitability. He had general management
responsibility  for all 800America businesses including marketing of the on-line
shopping  site,  and  publishing of the on-line Internet Web Guide Magazine. Mr.
Rabi  has  extensive  experience forming and running large complex international
organizations  and  served  as  a  financial and marketing consultant to various
international  companies  in  Africa  and  South  America. From 1977 to 1990, he
served as President and CEO of the Carmel Group, a multinational, privately-held
corporation  based  in  South  America,  with 14 international offices, sales of
approximately  $1.5  billion and over 6,800 employees. Mr. Rabi was instrumental
in  the  sale  of  the  company.  His  accomplishments  are far reaching and are
reflected  throughout  800America's  structure  and  culture.  Mr.  Rabi  has  a
Bachelors  Degree  in  Business Administration and a Masters Degree in Economics
and  Finance  from  the  Sorbonne  University  in  France.

     JACQUE  PATE,  JR.  has  been  employed  by  us since February 1997. He was
appointed  President  in January, 2002. From 1979 to February 1997, he served as
President  of  Jupate,  Inc., a construction company. Mr. Pate holds a B.S. from
Auburn  University  School  of  Architecture.

     BOBBY  WALLEY has been a director since February 1997, and he has served as
our  Secretary  since August 2000 and as our President for an approximate 3 week
period  in  September  2001. Mr. Walley owned a forestry consulting firm, Walley
Consulting  Co., in Hattiesburg, Mississippi for approximately 10 years prior to
its  sale  in 1998. Since then he has been an independent consultant. Mr. Walley

                                       13

holds  a  Bachelors  Degree  in  Business  Administration,  a  Masters Degree in
Forestry  and  an  AAA  Degree (similar to a Ph.D.) in Forestry from Mississippi
State  University.

     RICHARD  SULLIVAN  has been a director since January 2002. Mr. Sullivan has
been  a financial consultant for over thirty years. He holds a. B.A. degree from
Georgetown  University  and  a  M.B.A.  from  Cornell  University.

SIGNIFICANT  EMPLOYEES

     JERRY KAVOUN has held his position since January 2001. Mr. Kavoun joined us
after we purchased substantially all of cs-live's assets in October 2001. He was
a Vice President, General Manager and a founder of cs-live, inc. where he worked
from  June 2000.  From September 1999 until June 2000, he worked at Atmos Corp.,
a  business  development  company,  as  Senior Vice-President, in which he was a
founder.  From  September  1996  to September 1999, he worked at ChipWorld, Inc.
(patent  litigation  support for semiconductor licensing) where he was Director,
Business  Development.  He  holds  an  EEE (electrical electronics engineering),
Semiconductor  Physics  from  Riga  Polytechnical  University.

     VINCENT  REN has held his position since February 2001.  Prior to that time
he  was  the President, Chief Technology Officer and a Director of ebiz4Biz.com,
Inc.  since July 1999. We purchased ebiz4Biz in January 2001. From November 1997
until  July  1999,  he  was a software designer for Nortel Networks. From August
1994  to  November  1997,  he  was  a  software developer for Milkyways Networks
Corporation.  Mr.  Ren holds a B.E. in Electrical Engineering from the Institute
of  Light  Industrial  Engineering,  Beijing,  China  and  an  M.B.A.  from  the
University  of  International  Business  &  Economics,  Beijing,  China.

COMPLIANCE  WITH  SECTION  16(A)

     Mr.  Jacque  Pate  was  appointed  President  on January 17, 2002. Mr. Pate
inadvertently filed his Form 3 late. Mr. David E. Rabi filed a Form 3 and Form 5
late.

ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  Summary  Compensation Table sets forth, for the three years
ended  December 31, 2001, the compensation for services in all capacities earned
by  our Chief Executive Officer. There were no other officers or employees whose
total  annual  salary, bonus and other annual compensation exceeded $ 100,000 in
fiscal  year  2001.



                           SUMMARY COMPENSATION TABLE
                                                               
                                                                           Securities
Name and                                                                   Underlying
Principal Position               Year          Salary          Bonus          Options
------------------               ----          ------          -----       ----------
                                 2001          $200,000          --               -0-
 David E. Rabi                   2000          $120,000          --         1,000,000
       President                 1999           120,000          --           250,000

                                       14

Bobby  Walley                    2001               -0-          --               -0-
       President  for
       approximately  3  weeks



     The  following  table  sets  forth  information  concerning grants of stock
options  to  purchase  shares of our Common Stock during the year ended December
31,  2001  to  our  Chief  Executive  Officer.



                         OPTION GRANTS IN LAST FISCAL YEAR
                                                                Potential Realizable
                                                                Value At Assumed
                                                                Annual Rates of Stock
                                                                Price Appreciation for
                                                                Option  Term  ($)

                                Individual Grants
               ----------------------------------------------------------------------
                                                        
               Number of          Percentage of
               Securities         Total Options
               Underlying         Granted to
               Options            Employees In     Exercise Price
Name           Granted            Fiscal 2000 (%)  Per Share ($)    Expiration Date
-------------  -----------------  ---------------  ---------------  ---------------
David E. Rabi                -0-              -0-              -0-               --
Bobby Walley                 -0-              -0-              -0-               --



     The  following  table  sets forth information with respect to stock options
exercised  by  our Chief Executive Officer during the fiscal year ended December
31,  2001  and  stock  options  he  held  as  of  December  31,  2001.





            AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR-END
                                OPTION/SAR VALUES
                                                                    
                   Number  of                                                   Value of Unexercised
                   Securities                                                   In-the-Money
                   Underlying                      Number  of  Securities       Options/SARs
                   Options/SARs                    Underlying  Options/SARs     at Fiscal Y/E
                   Acquired on         Value       at Fiscal Y/E (#)            Exercisable/
Name               Exercise  (#)       Realized    Exercisable/Unexercisable    Unexercisable
----               -------------       --------    -------------------------    -------------
David  E.  Rabi    --                  --          1,000,000/0                  $2,500,000/0




ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  our  Common  Stock  as  of  March  29,  2002:

     *    each person known by us to own beneficially more than 5% of our Common
          Stock;

                                       15

     *     each  of  our  directors;

     *    each of our five most highly compensated officers who earned more than
          $  100,000  in  our  last  fiscal  year;  and

     *     all  directors  and  executive  officers  as  a  group.

     The percentage of beneficial ownership for the table is based on 19,976,289
shares  of  Common  Stock  outstanding  on  March  29,  2002.

     Unless  otherwise  indicated  below,  to  our  knowledge,  all  persons and
entities listed below have sole voting and investment power over their shares of
Common Stock, except to the extent that individuals share authority with spouses
under  applicable  law. Unless otherwise indicated, each entity or person listed
below  maintains  a  mailing  address  of c/o 800America.com, Inc. 420 Lexington
Avenue,  New  York,  New  York  10170.

     The number of shares of Common Stock beneficially owned by each shareholder
is  determined  in  accordance  with  the  rules  of the Securities and Exchange
Commission  and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of Common
Stock  over  which the shareholder exercises sole or shared voting or investment
power.



                                                
                                                      Percentage
                                       Amount of      Ownership
Name of                                Beneficial     Before
Beneficial Owner                       Ownership      Offering(1)
-------------------------------------  -------------  -----------
                                                
David E. Rabi                          10,308,000(2)        49.0%
Jacques Pate                               80,000(3)           *
Lazard Fr res & Co.
30 Rockerfeller Plaza
61st Floor
New York, NY  10020                       1,933,550          9.1%
Bobby Walley                               65,000(4)           *
Richard Sullivan                              - 0 -
                                       -------------  -----------
All Executive Officers and Directors
as a group (4 persons)                 10,453,000(5)        49.6%



*Less  than  one  percent.

     (1) Based on a total of 19,976,289 shares of Common Stock outstanding as of
March  29,  2002.  This  amount excludes the conversion of any other convertible
securities.  Excludes  all  of  our  Common  Stock  equivalents, including stock
options,  warrants  and  restricted  stock.

                                       16

     (2)  Includes 9,308,000 shares of Common Stock held by American Deductible,
Inc.,  as  trustee of a trust established for the benefit of the children of Mr.
Rabi.  Mr. Rabi does not act as trustee of the trust but has a power of attorney
to  act  on behalf of said trust and may be deemed to have direct voting control
of  the  Common  Stock  held  in  the  trust.  Also includes options to purchase
1,000,000  shares  of  Common  Stock.

     (3)  represents  options  to  purchase  80,000  shares  of  Common  Stock.

     (4)  Includes  options  to  purchase  40,000  shares  of  Common  Stock.

     (5)  Includes  options  to  purchase  1,155,000  shares  of  Common  Stock.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     On  July 9, 1999, 800America, Inc., a Delaware corporation, was merged into
800America.com,  Inc.  As  part  of  the Agreement and Plan of Merger, we issued
10,000,000  shares  of our Common Stock to the three shareholders of 800America,
Inc.  We  also  changed  the  name of the company to 800America.com, Inc. Of the
restricted  shares  of  Common  Stock  issued  pursuant to the merger, 9,358,000
shares  of  Common  Stock  were  issued  to  American  Deductible, Inc. American
Deductible,  Inc.  is a trust established for the benefit of the children of Mr.
Rabi,  our  Chief  Executive Officer and a director of 800America and the former
President  and controlling shareholder of 800America, Inc. Mr. Rabi does not act
as trustee of the trust but holds a power of attorney on behalf of the trust and
may  be  deemed  to  hold  direct  voting  control  of  such  shares.

     In  February  2000,  we  issued to David E. Rabi a total of 1,000,000 stock
options  under  our  Stock  Option  Plan.
In  August  2001,  we purchased all of the capital stock of IPS Payment Systems,
Inc.,  formerly UPS Payment Systems, Inc., from our Chief Executive Officer, Mr.
David  E.  Rabi.  The  purchase  price  was  $1.00.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

3.01     Articles  of  Incorporation  (1)

3.02     Bylaws  (2)

10.0     Lease  dated  November  3,  1999,  as  amended  (3)

23.1     Consent  of  Jack  Burke,  Jr.  ,  CPA

99.1     CEO  and CFO Certifications required by Section 906 of Sarbanes - Oxley
         Act  2002

                                       17

(1)  Incorporated  by reference to Exhibit 3.01 to the registration statement on
     Form  SB-2  of Registrant filed with the Securities and Exchange Commission
     on  July  17,  1998  (file  no.  333-51683).

(2)  Incorporated  by reference to Exhibit 10.0 to the registration statement on
     Form  SB-2  of Registrant filed with the Securities and Exchange Commission
     on  January  11,  2002  (file  no.  333-76792).

(3)  Incorporated  by reference to Exhibit 3.02 to the registration statement on
     Form  SB-2  of Registrant filed with the Securities and Exchange Commission
     on  July  17,  1998  (file  no.  333-51683).

     (b)  The  following  reports  on  Form  8-K  are  hereby  incorporated  by
          reference:

        1.  On  December 5, 2001, a report on Form 8-K was filed in connection
            with  the  Registrant's  acquisitions  of  all of the capital stock
            of WizardWorld,  Inc.

        2.  On  October 29, 2001, a report on Form 8-K was filed in connection
            with  the Registrant's acquisitions of all the capital stock of
            iGain, Inc.

                                       18


                              FINANCIAL STATEMENTS
                              800AMERICA.COM, INC.
                               New York, New York



                                December 31, 2001




                                    CONTENTS



                                                            Page
                                                            ----

Accountants'  Audit  Report                                  F-1

Balance  Sheets                                              F-2

Statements  of  Income  and  Retained  Earnings              F-3

Statements  of  Changes  in  Stockholders'  Equity           F-4

Statements  of  Cash  Flows                                  F-5

Notes  to  Financial  Statements                          F-6 - F-18




                                      19


                               Jack F. Burke, Jr.
                           Certified Public Accountant
                                 P. 0. Box 15728
                         Hattiesburg, Mississippi 39404



                          INDEPENDENT AUDITOR'S LETTER



To  the  Board  of  Directors  and  Stockholders'
of  800America.com,  Inc.

I  have audited the accompanying balance sheet of 800America.com, Inc. (a Nevada
Corporation)  as  of  December  31,  2001 and 2000 and the related statements of
income,  stockholders' equity, and cash flows for each of the three years in the
period  ended  December  31,  2001.  These  financial  statements  are  the
responsibility  of  800America.com,  Inc.  management.  My  responsibility is to
express  and  opinion  on  these  financial  statements  based  on  my  audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 800America.com, Inc. as of December
31,  2001  and 2000 and the results of its operations and its cash flows for the
three  years in the period ended December 31, 2001 in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

As  discussed  in Note 12 to the financial statements, certain changes have been
made  to  amounts  reported  in  previously  issued financial statements.  These
changes  are  the result of errors arising from the misapplication of accounting
principles  related to the amount, classification, presentation or disclosure of
purchase  transactions  previously  reported.



Jack  F.  Burke,  Jr.
Hattiesburg,  Mississippi
March  22,  2002,  except  for  the  changes  shown
in  Note  12,  which  is  October  25,  2002

                                       F-1

                               800AMERICA.COM, INC.
                                 BALANCE SHEETS


                                                                       December 31,

                                                                     2001         2000
                                                                 ------------  ----------
ASSETS
                                                                         
CURRENTS ASSETS
  Cash                                                           $13,201,125   $2,117,746
  Accounts receivable                                                 53,752      995,634
  Allowance for doubtful accounts                                                (139,000)
  Prepaid advertising                                                              75,000
  Deferred tax asset                                                               47,260
  Interest receivable                                                 17,151
  Notes receivable                                                   301,570
                                                                 ------------  ----------
   Total current assets                                           13,573,598    3,096,640
                                                                 ------------  ----------

PROPERTY AND EQUIPMENT
  Equipment                                                        1,087,201      764,569
  Software                                                         4,477,650      887,150
                                                                 ------------  ----------
  Totals                                                           5,564,851    1,651,719
  LESS accumulated depreciation                                    1,585,794      567,832
                                                                 ------------  ----------
  Total property and equipment                                     3,979,057    1,083,887
                                                                 ------------  ----------

OTHER ASSETS
  Other intangible assets (net)                                    2,912,165
  Goodwill (net)                                                   4,350,976      193,333
  Bond deposit                                                       500,000
  Other assets                                                        27,533       47,750
                                                                 ------------  ----------
  Total other assets                                               7,790,674      241,083
                                                                 ------------  ----------
Totals                                                           $25,343,329   $4,421,610
                                                                 ============  ==========

LIABILITIES & STOCKHOLDERSEQUITY

CURRENT LIABILITIES
  Accounts payable                                               $   230,077   $   24,947
  Membership dues payable                                            770,892
  Taxes payable income tax                                           975,272      386,872
  Deferred income                                                    649,276
                                                                 ------------  ----------
  Total current liabilities                                        2,625,517      411,819
                                                                 ------------  ----------

OTHER LIABILITIES
  Deferred income tax                                              1,282,135
                                                                 ------------  ----------
PREFERRED STOCK, REDEMPTION OUTSIDE CONTROL OF COMPANY
  Common stock, $0.001 par value, 2,000,000 shares subject to
    put options, put price of $2.25 to $2.60 per share             5,182,140
  LESS stock escrow                                                  115,015
                                                                 ------------  ----------
  Total preferred stock, redemption outside control of Company     5,067,125
                                                                 ------------  ----------
STOCKHOLDERSEQUITY
  Preferred stock, $0.001 par value, 5,000,000
    shares authorized, 0 shares issued
  Common stock, $0.001 par value, 50,000,000 shares
    authorized, 18,724,493 and 13,412,000 shares issued and
    outstanding, 2001 and 2000 respectively, 2,000,000 shares
    common shown as preferred stock for 2001.                         16,725       13,412
  Additional paid-in capital                                       6,457,791    1,943,134
  Treasury Stock purchased                                           (50,000)
  Retained earnings                                                9,944,036    2,053,245
                                                                 ------------  ----------
  Total stockholders' equity                                      16,368,552    4,009,791
                                                                 ------------  ----------
Totals                                                           $25,343,329   $4,421,610
                                                                 ============  ==========


                      See Accompanying Notes to Financial Statements.

                                       F-2


                              800 AMERICA.COM. INC.
                              STATEMENTS OF INCOME



                                                 For the Year Ended December 31,

                                               2001           2000         1999
                                            -----------    -----------  ----------
                                                               
SALES                                       $ 2,545,786    $            $
  Cost of sales:
    Amortization                                120,833
                                            -----------    -----------  ----------
  Sales margin                                2,424,953
                                            -----------    -----------  ----------
  Commissions                                17,471,580     15,980,529   3,283,575
  Rebates                                                    8,913,351   2,135,668
                                            -----------    -----------  ----------
  Net commissions                            17,471,580      7,067,178   1,147,907
                                            -----------    -----------  ----------
  Subscription fees and membership dues         744,474
                                            -----------    -----------  ----------
  Total revenue                              20,641,007      7,067,178   1,147,907
                                            -----------    -----------  ----------

COST AND EXPENSES
  Payroll cost                                  890,106        299,254      86,961
  Advertising and promotion                   4,443,249      1,878,318     397,738
  Depreciation amortization                   1,178,642        486,480      88,019
  Bad debts                                                    270,795      66,000
  General and administration                  2,229,400      1,018,431     234,019
                                            -----------    -----------  ----------
  Total cost and expenses                     8,741,397      3,953,278     872,737
                                            -----------    -----------  ----------

Income from operations                       11,899,610      3,113,900     275,170
                                            -----------    -----------  ----------

OTHER INCOME
  Interest                                      184,423         26,243       5,810
  Sale of assets                                500,000
                                            -----------    -----------  ----------
  Total other income                            684,423         26,243       5,810
                                            -----------    -----------  ----------

Income before provision for income taxes     12,584,033      3,140,143     280,980

Provision for income taxes                    4,278,571      1,067,649      95,533
                                            -----------    -----------  ----------

Net income                                  $ 8,305,462    $ 2,072,494  $  185,447
                                            ===========    ===========  ==========

Net earnings per share, common basic stock  $      0.53    $      0.16  $     0.03

Weighted average common stock outstanding    15,690,137     12,721,359   6,243,132

Diluted earnings per share                         0.47           0.14        0.03

Diluted average common stock outstanding     17,820,138     14,371,359   6,432,989


                 See Accompanying Notes to Financial Statements.


                                       F-3

                            800 AMERICA.COM, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                                                                                        
                                                                   Additional
                                          Common      Stock        Paid In      Retained     Treasury     Stockholders'
                                         Shares       Amount       Capital      Earnings     Stock        Equity
                                       -----------  -----------  ------------  -----------  ------------  -----------
Balances December 31, 1998                700,000   $      700   $     6,069    ($204,696)  $               ($197,927)

Sale of common stock at $2.50 per
  share pursuant to initial public
  offering, net of offering cost
  March 31, 1999                           80,000           80       198,713                                  198,793
Services and rental space contributed
  by officer                                                           9,000                                    9,000
Common stock insured pursuant to
  merger July 9, 1999                  11,170,000       11,170       (11,170)
Common shares sold July 9, 1999           300,000          300       499,700                                  500,000
Additional paid-in capital November
  2, 1999                                                            250,000                                  250,000
Net income                                                                        185,447                     185,447
                                       -----------  -----------  ------------  -----------  ------------  -----------
Balances December 31, 1999             12,250,000       12,250       952,312      (19,249)                    945,313

Sale of common stock, January 14,
  2000                                    250,000          250       249,750                                  250,000
Stock issued pursuant to the
  acquisition of Rothman
Closeout.com, June 6, 2000                200,000          200       199,800                                  200,000
Common stock issued for services at
  fair market value                        12,000           12        11,988                                   12,000
Common stock sold October 26,
  2000                                    700,000          700       529,284                                  529,984

Net income                                                                      2,072,494                   2,072,494
                                       -----------  -----------  ------------  -----------  ------------  -----------
Balances December 31, 2000             13,412,000       13,412     1,943,134    2,053,245                   4,009,791

Stock issued pursuant to the
  acquisition of inshop.com,
  February 2, 2001                      1,817,493        1,818     1,815,676                                1,817,494
Stock issued pursuant to the
  acquisition of EBIZ.com,
  May 30, 2001                            200,000          200       133,133                                  133,333
Stock issued pursuant to the
  acquisition of iGain.com,
  October 15, 2001                      1,050,000        1,050     2,272,419                                2,273,469
Stock issued pursuant to the
  acquisition of cs-live.com,
  September 24, 2001                      450,000          450       899,550                                  900,000
Transfer of Universal Payment
  System, Inc. August 2001                                           516,120                                  516,120
Stock issued pursuant to the
  acquisition of Wizard World.com,
  December 31, 2001                       660,000          660     1,748,340                                1,749,000
Stock issued for service at fair
  market value                            115,000          115       216,135                                  216,250
Stock issued, private placement net
  of offering cost                        665,000          665       814,172                                  814,837
Stock sold December 3, 2001               355,000          355       864,581                                  864,936
Treasury stock purchased                                                                        (50,000)      (50,000)
Above stock subject to put options     (2,000,000)      (2,000)   (4,765,469)    (414,671)                 (5,182,140)
Net income                                                                      8,305,462                   8,305,462
                                       -----------  -----------  ------------  -----------  ------------  -----------

Balance December 31,2001               16,724,493   $   16,725   $ 6,457,791   $9,944,036       (50,000)  $16,368,552
                                       ===========  ===========  ============  ===========  ============  ===========

                 See Accompanying Notes to Financial Statements.



                                       F-4

                              800AMERICA.COM, INC.
                            STATEMENTS OF CASH FLOWS


                                                                        

                                                                  December 31,

                                                         2001          2000         1999
                                                     ------------  ------------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                         $ 8,305,462   $ 2,072,494   $ 185,447
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                      1,299,475       486,480      88,019
    Bad debts                                           (139,000)       73,000      66,000
    Non-cash compensation and expenses                   216,250        12,000
    Sale of assets                                      (500,000)
    Changes in operating assets and liabilities:
      Prepaid assets - (increase) decrease                75,000        46,600    (121,600)
      Interest receivable                                (17,151)
      Accounts receivable - (increase) decrease          941,882      (466,832)   (528,802)
      Accounts payable - (increase) decrease             205,130        15,951     (18,249)
      Rebates payable                                                 (330,551)    330,551
      Deferred revenue                                   781,864
      Deferred income taxes                              (78,314)
      Taxes payable - increase                           588,400       268,899     117,973
                                                     ------------  ------------  ----------
  Net cash provided by operating activities           11,678,998     2,178,041     119,339
                                                     ------------  ------------  ----------


CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of assets                           500,000
  Stock escrow - decrease                               (115,015)
  Bond - China received                                 (500,000)
  Purchase of equipment and software                  (1,681,131)   (1,254,274)   (380,146)
  Deposit on equipment                                                             (94,000)
  Refund of deposit                                                     94,000
  Notes receivable                                      (301,570)
  Other assets (increase) decrease                        20,217       (72,569)    (22,440)
                                                     ------------  ------------  ----------
  Net cash used in investing activities               (2,077,499)   (1,232,843)   (496,586)
                                                     ------------  ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of debts assumed in merger transaction      (918,785)
  Repayment of notes payable                                                      (157,500)
  Other liabilities                                                                (31,059)
  Member dues payable assumed in merger transaction      770,892
  Acquisition of treasury stock                          (50,000)
  Sale of common stock                                 1,679,773       779,984     957,793
                                                     ------------  ------------  ----------
  Net cash provided by financing activities            1,481,880       779,984     769,234
                                                     ------------  ------------  ----------

Net increase in cash                                  11,083,379     1,725,182     391,987

Beginning cash balance                                 2,117,746       392,564         577
                                                     ------------  ------------  ----------

Ending cash balance                                  $13,201,125   $ 2,117,746   $ 392,564
                                                     ============  ============  ==========


                 See Accompanying Notes to Financial Statements.



                                       F-5


NOTE  1  -  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

NATURE  OF  OPERATIONS  -  800America.com,  Inc.  (A  Nevada  Corporation)  is a
diversified  internet  company.  800America.com,  Inc.  (the  Company)  owns and
operates  websites  used  in  international  e-commerce, technology, business to
business  and  business  to  consumer  formats. The Company has acquired several
development  stage  Internet  based companies (see Note 2, Acquisitions) and has
merged  their  operations  into  the  Company's  operations. The various revenue
sources  of  800America.com,  Inc. from these acquisitions are not maintained as
operating  segments  and  therefore  do  not  constitute  components for segment
accounting  as  required by SFAS 131 Disclosures about Segments of an Enterprise
and  Related  Information. Revenue sources are identified but discrete financial
information  relative  to  expenses is not maintained. The operating results are
not  viewed by management as components, but viewed by management based upon the
entity  as  a  whole.

CASH  AND  CASH  EQUIVALENTS  -  The Company does not have any cash equivalents.
Cash  consists  of  deposits  in  banks.  There  are no restrictions on any bank
balances.

ACCOUNT  RECEIVABLES  -  In the prior year, account receivables were tracked and
collected  by  an  unrelated  third  party  and remitted to the Company monthly.
During  the  current  year the accounts receivable were tracked and collected by
the  Company  with  remittance  to the Company either directly by credit card or
primarily  weekly  or  biweekly  by  the  stores  on  the  website.

ALLOWANCE  FOR DOUBTFUL ACCOUNTS - Management reviews the accounts for bad debts
and  determines  the  estimated  allowance  for  doubtful accounts on at least a
quarterly  basis.  As  of December 31, 2001, management considered all remaining
accounts  collectable.

PROPERTY,  PLANT  AND  EQUIPMENT - Property, plant and equipment are recorded at
cost. Maintenance and repairs expenditures are charged to expense when incurred.
The accelerated method of depreciation is used with equipment over a useful life
of  five  years  and  straight  line  depreciation  over three years is used for
software  purchased.  Purchased  subscriber lists are being amortized over seven
years.

CAPITALIZED  SOFTWARE  COSTS  - The Company has acquired and capitalized various
types of software that it uses in its operations.  The majority of this software
is  considered  to  be  for  internal  use as defined in SOP 98-1.  Some of this
software  cost  represents  the  cost  of  acquiring websites and the associated
website  operating  software.  In  addition, the Company also has other software
that  it  has  purchased  and  sells  through  one or more of its websites.  The
capitalized  cost  of  software  is  being amortized over its estimated economic
life.  At  a  minimum,  all software is evaluated at least annually to determine
whether  the  asset  value  of  the  capitalized  software  has  been  impaired.
Management  is  of  the  opinion  that due to the three year amortization period
utilized  to  write  off capitalized software cost, that the remaining net asset
value  approximates  net  realizable  value  and  no  additional  write  down is
required.

WEBSITE DEVELOPMENT ACTIVITY - The Company has a number of websites whereby they
sell  services  or  products.  These  sites were developed by other entities and
purchased  by  the Company; therefore, these sites have been through the website
application  and infrastructure development stage and at the present time are in
the  operating  stage.

                                       F-6

                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


PURCHASED  SUBSCRIBER  LISTS - The Company has acquired subscriber or user lists
during the course of its acquisitions.  These costs are accounted for separately
from  "Goodwill"  as  required  by  SFAS  141,  paragraph  39.

NON-GOODWILL  INTANGIBLES  -  Intangible  assets  other than goodwill consist of
subscriber  list  acquired  in  purchase transactions.  They are being amortized
over  their  expected lives of 7 years and are reviewed for potential impairment
whenever  events  or  circumstances  indicate  that  carrying amounts may not be
recoverable.  No impairment loss was recognized during the reporting period.  On
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.  142,  Goodwill  and  Intangible  Assets.  This  provides  that a recognized
intangible asset shall be amortized over its useful life to the reporting entity
unless  that  life  is determined to be indefinite.  The amount of an intangible
asset  to be amortized shall be the amount initially assigned to that asset less
any  residual  value.

GOODWILL  - Goodwill arising from purchase transactions before June 30, 2001, is
being  amortized  over  15  years.  Goodwill acquired after June 30, 2001 is not
being amortized.  Goodwill is reviewed for possible impairment at least annually
or  more  frequently  upon  the  occurrence  of  an  event or when circumstances
indicate that the carrying amount is greater than its fair value.  No impairment
loss  was  recognized  during  the  reporting  period.  On  January 1, 2002, the
Company  adopted  Statement  of Financial Accounting Standards No. 142, Goodwill
and  Intangible  Assets.  Under  this pronouncement the Company discontinued its
practice  of  amortizing  goodwill  in  favor  of an annual impairment analysis.
Impairment  analysis  will  be  performed  more  frequently should conditions or
circumstances  arise  which  merit  such  a  review.

BOND DEPOSIT - The government of the Peoples Republic of China required that the
Company  have  a  bond of five hundred thousand ($500,000) US dollars on deposit
with  a  bank  in  China.  Subsequent to year end, this bond was refunded to the
Company.

STOCK  ESCROW  -  The  Company  put  in  escrow one hundred fifteen thousand and
fifteen  dollars  ($115,015) to buy back, on request, 51,028 shares of its stock
owned  by  employees  of  iGain,  Inc.,  a company acquired through acquisition.

NOTES  RECEIVABLE - Notes receivable relate to the acquisition of certain of the
property  and  assets  of  cs-live.com,  Inc. (now Intelligent Web Technologies,
Inc.).  As  part  of  the  transaction,  the  Company  has  provided  loans  to
Intelligent Web Technologies, Inc. which bear interest at a rate of 4% annually.
There  have  been  no  principal  or  interest  payments on these loans.  Eighty
(80,000) thousand shares of the Company's stock, which is held in escrow, secure
this  loan.  The  escrow  agreement  provides  that  upon  registration  of  the
Company's  stock,  the shares held in escrow are to be sold and the loan repaid.

In  addition  to  the  above  80,000  shares,  a share pledge agreement has been
entered  into  that  addresses another 370,000 shares that are held in escrow to
secure  payments  required by debentures issued by cs-live.com, Inc. and amounts
due  for  legal services provided to cs-live.com, Inc. These shares are referred
to  as  the  "Top  Up  Shares".


                                       F-7


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


The  share pledge agreement provides that in the event the net proceeds from the
sale of the 80,000 shares are not sufficient to repay the loan, then the Company
shall  be entitled to require cs-live.com, Inc. to register and sell such number
of  the "Top Up Shares" as needed to satisfy the outstanding portion of the loan
balance,  provided  that  the selling price per "Top Up Share" shall not be less
than  $2.30.

REVENUE  RECOGNITION  -  Revenues  are  generated  for  the Company in four ways
depending  upon  the  website.

COMMISSIONS  OR  FEES  -  Commissions or fees for utilizing some of the services
provided by the Company's websites are realized through credit card transactions
at the time a transaction is initiated on a website.  For transactions occurring
on  the  shopping  portal,  the stores residing on that portal send a commission
check  to  the Company on a weekly, biweekly or monthly basis depending upon the
contractual  agreement  between  the  Company  and  the  respective store.  On a
monthly  basis,  this  income  is  summarized  and  recognized as revenue in the
financial  statements.

SOFTWARE  SALES  -  Sales  of  software  are done by credit card transaction and
realized  at the time a transaction is initiated on the website.  This income is
also  summarized  monthly and recognized as revenue in the financial statements.

SUBSCRIPTION FEE - Subscription fees for the on-line magazine are also collected
by  credit  card  transactions.  While the receipt of cash is recognized monthly
and  is non-refundable, the collection of an up-front fee does not constitute an
earnings  event.  Therefore  the  subscription  fees  are  recognized as revenue
ratably  over  the  period  the  services  are provided and the fees are earned.

MEMBERSHIP  DUES - Membership dues are for a term of one year and are considered
an up-front fee and are not revenue until earned. As part of an acquisition, the
Company assumed the liability for dues that are refundable upon demand until the
expiration  of the membership term. Those dues will be recognized as revenues at
the  end  of  the  membership  term.  Any  dues  collected  subsequent  to  that
acquisition  are  non-cancelable  and are recognized as revenue ratably over the
membership  term.

BARTERING  TRANSACTIONS  -  The  Company  does  not  engage  in  any  bartering
transactions.

ADVERTISING  EXPENSE - PREPAID ADVERTISING - Advertising cost is expensed in the
period  in  which  the  costs  are  incurred.

USE  OF  ESTIMATES - The preparation of financial statements, in conformity with
generally  accepted accounting principles, requires management to make estimates
and  assumptions that affect the reported amounts of assets and liabilities, the
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements,  and  the  reported  amounts  of  revenues  and  expenses during the
reporting  period.  Actual  results  could  differ  from  these  estimates.



                                       F-8


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


REBATES  -  In  prior  years,  the  various  stores that resided on the internet
shopping portal offered customers a rebate of from three to ten percent based on
each  store's  policy.  Upon  proof  of  purchase from the customer, the Company
would  pay  a  rebate to the customer in accordance with the store's policy.  In
turn,  the  selling  store would pay a commission to the Company in the range of
five  to  twenty  percent  depending  on  the  store.

At the end of the calendar year 2000, the Company ceased the practice of issuing
rebates.

PRIVATE  OFFERING  -  STOCK SALE - The Company sold previously unissued stock in
two  private  offerings  for  approximately $7,179,773 net of offering cost.  In
order  to  accommodate  one  investor who desired to retract their investment in
both  private  offerings,  the  Company  repurchased  $5,500,000  of  the  stock
previously  sold.  The remaining shares are not subject to mandatory redemption.

INCOME  TAXES  -  Deferred  tax  assets  and liabilities are determined based on
temporary  differences  between  financial reporting and tax basis of assets and
liabilities  and  are  measured  using  the  enacted tax rates and laws that are
expected  to  be  in  effect  when the differences are expected to reverse.  The
effect on deferred tax assets and liabilities of a change in rates is recognized
as  income  or  expense  in  the  period  that  includes  the  enactment  date.

STOCK  BASED COMPENSATION - The accompanying financial statements of the Company
have  been  prepared in accordance with APB Opinion No. 25, Accounting for Stock
Issued  to  Employees: ("APB No. 25").  Under APB 25, generally, no compensation
expense  is  recognized  in  the  financial  statements  in  connection with the
awarding  of  stock  option  grants  to employees provided that, as of the grant
date,  all  terms  associated with the award are fixed and the fair value of the
Company's  stock  is  equal  to  or less than the amount an employee must pay to
acquire  the  stock.  The  Company  will  recognize  compensation  expense  in
situations  where  the  terms of an option grant are not fixed or where the fair
value of the Company's common stock on the grant date is greater than the amount
an  employee  must  pay  to  acquire  the  stock.

Disclosures  require  by  Statement  of  Financial Accounting Standards No. 123,
Accounting  for  Stock-Based  Compensation ("SFAS No. 123"), including pro forma
operating  results  had  the  Company  prepared  its  financial  statements  in
accordance  with  the  fair-value-based  method  of  accounting  for stock-based
compensation,  have  been  included  in  Note  6.

STOCK  OPTIONS  GRANTED  TO NON-EMPLOYEES - The fair value of options granted to
non-employees  for  services  rendered is recognized as an expense in accordance
with EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees  for  Acquiring,  or  in  Conjunction with Selling, Goods or Services.


                                       F-9


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


COMPREHENSIVE  INCOME  -  In June 1997, the Financial Accounting Standards Board
("FASB")  issued  Statement  of Financial Accounting Standards ("SFAS") No. 130,
Reporting  Comprehensive Income ("SFAS 130").  This statement requires companies
to  classify  items  of  other  comprehensive  income  separately  from retained
earnings  and additional paid-in capital in the equity section of a statement of
financial  position.  SFAS  130  is effective for financial statement issues for
fiscal years beginning after December 15, 1997.  The Company adopted SFAS 130 in
fiscal  year 1999.  There was no difference between net income and comprehensive
income  for  the three years ended  December  31,  2001.

Certain  reclassifications  have been made to prior year financial statements to
conform  to  current year presentation.  The change had no effect on net income.



                                       F-10

                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE  2  -  ACQUISITIONS  -  PURCHASE  TRANSACTIONS
The  Company  acquired  the  following  companies  or  businesses  during  2001:



                                                                                 
                                                    ebiz4biz.com,                          Wizard
                               Fileshooter  inshop.com   Inc.    iGain, Inc.  cs-live   World, Inc.   Total
                                ----------- ----------   ----    -----------  -------  -----------    -----
Operations included from        6/30/2001   2/2/2001   5/30/01    10/9/2001   9/24/2001  12/3/2001
Fair value of assets acquired:
  Cash                         $            $          $          $770,892  $           $           $  770,892
  Other assets                                                                             236,235     236,235
  Equipment                                             10,000     214,000                             224,000
  Software / web development     500,000             1,072,500     786,000     450,000               2,808,500
  Other intangibles                        1,836,278                                     1,250,000   3,086,278
  Goodwill                                 1,393,843   133,333   1,515,698     450,000     772,169   4,265,043
                              ----------  ---------- ----------  ----------  ----------  ---------- ----------
  Total assets                   500,000   3,230,121 1,215,833   3,286,590     900,000   2,258,404  11,390,948
                              ----------  ---------- ----------  ----------  ----------  ---------- ----------
Liabilities assumed:
  Deferred revenue                                                 770,892                             770,892
  Payables                                   918,785                                       236,235   1,155,020
  Deferred tax                               493,843                   242                 273,169   1,009,241
                              ---------   ----------  --------- ----------  ----------  ----------   ---------
  Total liabilities                        1,412,628             1,013,121                 509,404   2,935,153
                              ---------   ----------  --------- ----------  ----------  ----------   ---------
Net investment                  500,000    1,817,493  1,215,833  2,273,469     900,000   1,749,000   8;455;795
                              ---------   ---------- ---------- ----------  ----------  ----------  ----------
  Cash                          500,000              1,082,500                  50,000               1,632,500
  Stock issued                             1,817,493   133,333   2,273,469     850,000   1,749,000   6,823,295
                             ----------   ---------- ---------- ----------  ----------  ----------  ----------
Totals                       $  500,000   $1,817,493$1,215,833  $2,273,469  $  900,000  $1,749,000  $8,455,795
                             ==========   ========== ========== ==========  ==========  ==========  ==========

Number of shares issued               0    1,817,493   200,000   1,050,000     450,000     660,000   4,177,493
                             ==========   ========== ========== ==========  ==========  ==========  ==========





Goodwill  arising  from  purchase  transactions  before  June 30, 2001, is being
amortized  over  15  years.  Goodwill  acquired after June 30, 2001 is not being
amortized.  Goodwill  is  reviewed  for possible impairment at least annually or
more  frequently  upon the occurrence of an event or when circumstances indicate
that  the  carrying  amount  is  greater  than  its  fair  value.

                                       F-11




                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

The  following  table  represents unaudited combined pro forma information as if
all  acquisitions  were  combined  as of the beginning of the periods presented.
The  pro  forma  data  is  presented  for  illustrative purposes only and is not
necessarily  indicative  of the combined results of operations of future periods
or  the  results  that  would have occurred had all companies or businesses been
combined during the specified periods.  The following information was taken from
various  Form  8-Ks.  Inasmuch as the FileShooter and EBIZ4BIZ acquisitions were
only  asset  acquisitions  and no Form 8-Ks were filed, no operating activity is
shown  in  the  following  pro  forma  information.



                                                                                             
                                       800America                                                  Wizard
                                      .com, Inc.    inshop.com     iGain, Inc.    cs-live.com    World, Inc.       Total
                                     -------------  -------------  -------------  -------------  ------------- -------------
December 31, 2000

Revenues                             $ 7,067,178   $              $    170,319   $     21,698   $     66,542   $  7,325,737
                                     ============  =============  =============  =============  =============  =============

Net income                           $ 2,072,494   $                  ($40,363)   ($1,712,185)   ($3,197,075)   ($2,877,129)
                                     ============  =============  =============  =============  =============  =============

Net income per share common stock          (0.23)
Net income per fully diluted shares        (0.20)

December 31, 1999

Revenues                             $ 1,147,907   $              $              $              $              $  1,147,907
                                     ============  =============  =============  =============  =============  =============

Net income                           $   185,447    ($3,071,935)  $              $              $               ($2,886,488)
                                     ============  =============  =============  =============  =============  =============

Net income per share common stock                                                                                     (0.46)
                                                                                                               =============
Net income per fully diluted shares                                                                                   (0.45)
                                                                                                               =============



The  acquisition of inshop.com called for the transfer of all of its outstanding
capital  stock  to the Company in exchange for 1,817,493 shares of the Company's
common  stock.  At  the  time  of  closing,  one shareholder, who was to receive
83,355 shares of the Company's stock refused to tender his shares, as he felt he
was  not  being  adequately  compensated for his shares.  His shares represented
less than 5% of the shares involved in the transaction.  After adding the shares
called  for  in  the acquisition, the Company had 15,229,493 shares outstanding.
The aforementioned shareholder's 83,355 shares represented less than one-half of
one  percent  (.5%)  of  the  Company's  outstanding  shares.

The  Company  was  of  the  opinion  that an agreement would be reached with the
shareholder with minimal effect on the number of shares of the Company.  Because
the shareholder's interest in the issued shares of the Company was not material,
the  Company  merged  inshop.com's  assets  into  the  assets  of  the  Company.

Also  during  2001  the  Company  was  the  recipient  of assets from an entity,
Universal  Payment  Systems  Inc.,  that  was  controlled by the Company's Chief
Executive  Officer.  These assets consisted of software to be used internally by
the  Company.  This  software  was  in  the  operational  stage.  For  financial
statement  purposes  it  has  been  valued  at seven hundred eighty-two thousand
dollars  ($782,000), the same carrying amount as in the hands of the transferor.

On June 6, 2000, the Company purchased the assets of RothmanCloseout.com for two
hundred  thousand  (200,000)  shares  of  stock  valued  at  $1  which  was  the
approximate  market  value  of  the  stock.  Rothman  is  a business to business
closeout  portal  for  manufacturers,  wholesalers and retailers to sell and buy
surplus inventories internationally.  The purchase price of two hundred thousand
dollars  ($200,000)  was  allocated  to  goodwill.

                                       F-12


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE  3  -  PREFERRED  STOCK,  REDEMPTION  OUTSIDE  CONTROL  OF  COMPANY

As  part  of  the agreements whereby the Company acquired iGain, Inc. and Wizard
World,  Inc.,  and  sold stock to certain shareholders of Wizard World Inc., the
Company  issued  2,000,000  shares  of  its  common  stock  with  put options to
shareholders  of  these  companies.  These  put options provide that the Company
will,  at  the discretion of the shareholders, repurchase such shares at the put
prices  provided  for  in  the  agreements.  In addition, the Company has placed
$115,015  in  escrow which will be used to fund part of the cost of repurchasing
shares.  Inasmuch  as  the  redemption of these shares is outside the control of
the  Company,  these  securities  are  shown  as  temporary  equity.

     Preferred  stock, redemption                         Redemption
     outside  control  of  Company               Shares     Value
--------------------------------------           ------   -------------

Shares  redeemable  -  1st  quarter  2002       51,028     $   114,813
Shares  redeemable  -  4th  quarter  2002    1,948,972       5,067,327
                                             ---------     -----------
Totals                                       2,000,000     $ 5,182,140
                                             =========     ===========


As  part  of  the acquisition of iGain, Inc. and Wizard World, Inc., the Company
issued  1,660,000  shares  with  the  above-described put options.  The value of
these  options  has  been  estimated  using a Black-Scholes option-pricing mode.
These  estimated  values  have been added to the cost of the above acquisitions.

NOTE  4  -  FINANCIAL  INSTRUMENTS

FAIR  VALUE  -  The  carrying  value  of  cash, accounts receivable and accounts
payable  approximates  fair  value  due  to  the  short  term  to  maturity.

CONCENTRATIONS  OF  CREDIT RISK - Financial instruments that potentially subject
the  Company to credit risk include cash on deposit at financial institutions in
the  amount  $13,201,125  at December 31, 2001, which is Federally Insured up to
$100,000.  The  Company  has  extended  unsecured credit to regular customers of
$53,752  December 31, 2001 and $995,634 at December 31, 2000. The Company had no
bad  debt  for  year  2001  and  wrote  off  $197,795  in  bad  debts  in  2000.

NOTE  5  -  RELATED  PARTY  TRANSACTIONS

Compensation paid to the chief executive officer, who is a majority stockholder,
was  $191,663  and  $75,000  for  the  years  ended  December  31, 2001 and 2000
respectively.  Additional  services contributed by stockholders' were $6,000 for
the  year  ended  December  31,  1999.


                                       F-13


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE  6  -  SUPPLEMENTAL  CASH  FLOW  INFORMATION



                                                       December 31,
For years ended                              2001          2000        1999
                                         -------------  ----------  ----------
                                                           
Interest Paid                            $           0  $        0  $        0
Income Tax Paid                          $   3,572,439  $  856,305  $        0

NOTE 7 - NON CASH TRANSACTION

                                                       December 31,
                                              2001        2000        1999
                                         -------------  ----------  ----------

200,000 shares common stock was issued
  for the purchase of Rothman Closeouts  $           0  $  200,000  $        0
Shares issued for services               $     216,250  $   12,000  $    6,000
4,177,493 shares of common issued in
  acquisitions                           $   6,823,295  $        0  $        0
Assets transferred to Company from
  Universal Payment Systems Inc.         $     782,000  $        0  $        0


     NOTE  8  -  STOCK  OPTION  PLAN

The  Company  has a stock option plan (the Plan) which provides for the granting
of  incentive  stock options to all full time employees as well as non qualified
options to non employee directors and consultants.  The Plan is designed so that
options  under  the  Plan  are  granted  at 100% of Fair Market Value at date of
grant.  The  exercises price of the options range from $1.00 to $4.25 per share.
The  following  summarize  the  options  granted  and  outstanding.


                                                       December 31,
                                              2001        2000        1999
                                         -------------  ----------  ----------

Options outstanding beginning of year        1,650,000   1,650,000           0
Granted                                        770,000           0   1,650,000
Exercised                                            0           0           0
                                         -------------  ----------  ----------
Options outstanding end of year              2,420,000   1,650,000   1,650,000
                                         =============  ==========  ==========

As  permitted  under  Statement  of Financial Accounting Standards No. 123 (SFAS
123), Accounting for Stock-Based Compensation, the Company has elected to follow
Accounting  Principles  Board  Opinion  No.  25,  Accounting for Stock Issued to
Employees,  and related Interpretations, in accounting for stock-based awards to
employees.  Under  APB  25,  the  Company  generally  recognized no compensation
expense  with  respect  to  such  awards.

Pro forma information regarding net income and earnings per share is required by
SFAS  123  for  awards  granted  after  October  28,  1995 as if the Company had
accounted for its stock-based awards to employees under the fair value method of
SFAS  123.  The  fair value of the Company's stock-based awards to employees was
estimated  using  a  Black-Scholes  option-pricing  mode.  The

                                       F-14

                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


Black-Scholes  option  valuation  model  was developed for use in estimating the
fair  value  of  trade  options  that have no vesting restrictions and are fully
transferable.  In  addition, option valuation models require the input of highly
subjective  assumptions, including the expected stock price volatility.  Because
the Company's stock-based awards to employees have characteristics significantly
different  from  those  of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models  do  not  necessarily  provide a reliable single
measure  of  the  fair  value  of its stock-based awards to employees.  The fair
value of the Company's stock-based awards to employees was estimated assuming no
expected  dividends  and  the  following  weighted  average  assumptions:


                                  December  31,
                        2001         2000          1999
                     ----------   ----------    ----------
Risk  Free              4.5          5.45          6.32
Rate Volatility        55.0         55.00         65.00
Expected  Life       3 years       4 years       5 years

The following table summarizes information about options outstanding at December
31,2001:


Range of         Number                          Average                Average
exercise     outstanding at    Weighted average  exercise  Exercisable  exercise
Price       December 31, 2002   remaining life    price      Options     price
----------- -----------------  ----------------  --------  -----------  --------
1.00 - 4.00     2,420,000            7.4            2.31     2,420,000      2.31


Had  the  fair  value method been applied, net income would have been reduced by
$193,600  or  $0.01 per share for 2001, $115,000 or $0.01 per share for 2000 and
$132,000 or $0.02 per share for 1999.  The average fair value of options granted
were  $0.08  in  2001,  and  $0.08  in  1999.

NOTE  9  -  INCOME  TAX

Income taxes payable and deferred taxes (or deferred charges) as of December 31,
2001  and  2000,  were  as  follows:


                                                           December 31,
                                                         2001        2000
                                                      ----------  ----------
Deferred tax assets:
  Allowance for bad debts                             $            ($47,260)
                                                      ----------  ----------
Deferred tax liabilities:
  Book/tax basis difference in purchase acquisition:
    Software                                             427,921
    Equipment                                            155,662
    Other intangibles                                    698,552
                                                      ----------  ----------
  Total deferred tax liabilities                       1,282,135
                                                      ----------  ----------
Net deferred tax                                       1,282,135    (47,260)
Current tax payable                                      975,272    386,872
                                                      ----------  ----------
Totals                                                $2,257,407  $ 339,612
                                                      ==========  ==========

                                       F-15


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)




                                                                     Years Ended December 31,
                                                                   2001        2000         1999
                                                                ----------  -----------  ----------
                                                                                
Income taxes consist of the following
components:
  Current                                                       $4,212,082  $1,092,469   $ 117,973
  Deferred tax (benefit)                                            66,489     (24,280)    (22,440)
                                                                ----------  -----------  ----------
  Provision for income tax                                      $4,278,571  $1,067,649   $  95,533
                                                                ==========  ===========  ==========


Deferred income taxes (benefits) resulted from the following:
                                                                      2001        2000        1999
                                                                ----------  -----------  ----------

Provision for bad debts                                         $   47,260    ($24,820)   ($22,440)
Depreciation and amortization                                       19,229
                                                                ----------  -----------  ----------
Totals                                                          $   66,489    ($24,820)   ($24,440)
                                                                ==========  ===========  ==========




Income  taxes  amounted  to  less than the amounts computed by applying the U.S.
federal income tax rate of 34% for 2001, 2000 and 1999 to earnings before income
taxes.  The  reason  for  these  differences  is  shown  below:



                                                                      
                                                     Year Ended December 31,

                                         2001        %        2000       %      1999      %
                                     ------------  ------  ----------  ------  -------  ------
Taxes computed at statutory rate     $ 4,346,616   34.00%  $1,067,649  34.00%  $95,533  34.00%
Increase (decrease) resulting from:
  Nondeductible amortization          (38,784.00)  -0.29%
  Other nondeductible expenses        (29,261.00)  -0.22%
                                     ------------  ------  ----------  ------  -------  ------
Provision for income taxes           $ 4,278,571   33.49%   1,067,649  34.00%   95,333  34.00%
                                     ============  ======  ==========  ======  =======  ======


NOTE  10  -  OPERATING  LEASES

Lease expense for the year ended December 31, 2001 was $157,959 and for the year
ended  December  31,  2000  was  $25,465.  The  Company leased facilities at Mt.
Juliet,  TN  for  $891  per  month and increasing 7-1/2% for the next year.  The
Company  has  leased  additional facilities in Nashville, TN on a month to month
lease  at  $650  per  month. The Mt. Juliet lease expires in December 2002.  The
Company  also leases office space in New York City, at $3,460 per month, Ottawa,
Canada  where  the  rent is $26,481 per year, Beijing, China at $1,000 per month
and  Fairfield  CT  with  rent  of  $1,576  per  month.





          Fairefield, CT   Beijing   Mt. Juliet, TN   Nashville   New York   Ottawa
          ---------------  --------  ---------------  ----------  ---------  -------
                                                           
1st Year  $        18,912  $ 12,000  $         9,576  $   11,494  $  41,520  $ 26,481
2nd Year                                                          $  41,520  $ 26,481
3rd Year                                                          $  41,520  $ 26,481
4th Year                                                          $  41,520  $ 26,481



The  Company  also  leases a T3 line from Bell South for $11,275 per month.  The
lease  expires  May  2002.

     1st  year     2002     $135,300
                                       F-16



                                800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE  11  -  TREASURY  STOCK

The  Company purchased 12,400 shares of its outstanding stock at $4.03 per share
resulting  in  the  Treasury  Stock  transaction  of  $50,000.

NOTE  12  -  SUMMARY  OF  CORRECTIONS

The  Company's financial statements have been restated to reflect the correction
of  errors  in  recording the costs and liabilities associated with acquisitions
and  mergers, to record deferred income relative to subscription fees, to record
the  redeemable  preferred  shares,  to  recognize the income tax effects of the
corrections,  and  to  record any resultant effect on the income statement.  The
effect  on  this  restatement  is  as  follows:

NOTE  12  -  SUMMARY  OF  CORRECTIONS



                                                            December 31, 2001
                                                         As previouisly    As
                                                          reported     restated
                                                         -----------  ----------
                                                                
Balance sheet
Assets
  Software                                               $ 3,695,650  $4,477,650
  Accumulated depreciation                                 1,607,545   1,585,794
  Other intangible assets (net)                            2,633,493   2,912,165
  Goodwill (net)                                           2,774,266   4,350,976
  Other assets                                               199,917      27,533
Liabilities
  Taxes payable - income taxes                             1,027,518     975,272
  Deferred income                                                  0     649,276
  Deferred income tax                                              0   1,282,135
Preferred stock redemption, outside control of Company             0   5,182,140
Stockholder's equity
  Common stock                                                18,725      16,725
  Additional paid-in capital                              10,605,671   6,457,791
  Retained earnings                                       10,368,883   9,994,036

Statement of income
  Sales                                                            0   2,545,786
  Cost of sales - Amortization                                     0     120,833
  Subscription fees                                        1,393,750     744,474
  Depreciation and amortization                            1,147,113   1,178,642
  General and administration                               3,425,812   2,229,400
  Provision for income taxes                               4,323,804   4,315,499

Net income                                                 8,315,456   8,305,462

Net earnings per share:
  Basic                                                         0.52        0.53
  Diluted                                                       0.46        0.47




                                       F-17


                              800AMERICA.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE  13  -  SUBSEQUENT  EVENT

The  Company  purchased  in  January  2002,  the assets of YOUtopia.com, Inc. in
exchange  for six hundred fifty thousand (650,000) shares of common stock.  Cost
allocation to assets has not yet been established.  The Company also repurchased
from  iGain,  Inc.  employees  the  Company's common stock as detailed in Note 1
Stock  Escrow and Note 3 Preferred Stock, Redemption Outside Control of Company.


                                       F-18


                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                              800America.com, Inc.



                             By:  /s/  David E. Rabi
                                  ------------------
                                  David E. Rabi,
                                  Chief Executive Officer


Date:     November  11,  2002

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.




                                                   

      SIGNATURES                   TITLE                         DATE
      ----------                   -----                         ----

/s/  David E. Rabi          Chief Executive Officer         Date:  November 11, 2002
----------------------
     David E. Rabi          (Principal Executive Officer)
                            Director and Chief Financial
                            Officer (Principal Accounting
                            Officer)


          *                 Director                        Date:  *
----------------------
     Bobby Walley

/s/  Richard Sullivan       Director                        Date:  November 11, 2002
----------------------
     Richard Sullivan





                                        19


                                 CERTIFICATIONS

I,  David  E.  Rabi.,  certify  that:

1.   I  have  reviewed  this annual report on Form 10-KSB/A of 800America.com,
     Inc.;

2.   Based  on  my  knowledge,  this annual report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;  and

3.   Based  on  my  knowledge,  the  financial statements, and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

Date:     November  11,  2002                      By:  /s/  David  E.  Rabi
                                                       ------------------------
                                                   David  E.  Rabi
                                                   Chief  Executive  Officer
                                                   Principal  Executive  Officer



I,  David  E.  Rabi.,  certify  that:

1.   I  have  reviewed  this annual report on Form 10-KSB/A of 800America.com,
     Inc.;

2.   Based  on  my  knowledge,  this annual report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;  and

3.   Based  on  my  knowledge,  the  financial statements, and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

Date:     November  11,  2002                       By:  /s/  David  E.  Rabi
                                                        ----------------------
                                                    David  E.  Rabi
                                                    Chief  Financial Officer

                                      20