As Filed with the Securities and Exchange Commission on December __, 2000
Registration No. ______________________
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------

EVOLUTION USA, INC.
(Exact name of registrant as specified in its charter)

Washington 5900 91-2052666
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

6100 Wilshire Boulevard, Suite 201
Los Angeles, California 90048
(323) 634-7799
(Address, including Zip Code, and telephone number, including area code, of
registrant's principal executive offices)

Columbia Corporate Services, Inc.
701 Fifth Avenue, Suite 5700
Seattle, Washington 98149
(206) 587-5700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

With a copy to:

David J. Levenson, Esquire
Scott M. J. Anderegg, Esquire
Mays & Valentine, L.L.P.
1660 International Drive
Suite 600
McLean, Virginia 22102
(703) 734-4328 (Fax) 734-4340

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

---------------

Calculation of Registration Fee

- ---------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum Aggregate Offering Amount of
of Securities to be Amount to be Offering Price Per Price (2) Registration Fee
Registered Registered (1) Share (2)
- ---------------------------------------------------------------------------------------------------

Common Stock, 3,100,005 N/A $1,000 $1.00
$.001 par value
- ---------------------------------------------------------------------------------------------------
<FN>
(1) Represents the estimated maximum number of shares that may be issued by
the Registrant in the merger described in this Registration Statement.

(2) Pursuant to 457(f)(2), the registration fee is based on the book value
of Nascent Technology, Inc. common stock, $.001 par value, on December 14,
2000 ($1,000).

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.

Nascent Technology, Inc.

December __, 2000

Proposed Merger - Your Vote is Very Important
---------------------------------------------

Dear Fellow Shareholders:

We cordially invite you to attend the special meeting of the shareholders
of Nascent Technology, Inc. to be held at 10130 E. Winding Trail, Tucson,
Arizona, on __________, 2001, at 9:00 a.m.

The purpose of the meeting will be to consider and vote on the proposed
merger of Nascent with Evolution USA, Inc., a multimedia company headquartered
in Los Angeles, California. As a result of the merger, each shareholder of
Nascent will receive fifteen shares of Evolution Class A voting common stock,
the two companies will merge and Nascent shall cease to exist. The merger
cannot be completed unless holders of at least a majority of Nascent common
stock approve it. If approved, we anticipate the closing of the merger will
occur in early January 2001.

This proxy statement/prospectus provides you with detailed information
about the proposed merger. We encourage you to read this entire document
carefully.

Your board of directors has unanimously approved the merger and believes it
is in the best interest of Evolution and you, our shareholders. Accordingly,
the board unanimously recommends that you vote "FOR" the merger.

We hope you can attend the special meeting. Whether or not you plan to
attend, please complete, sign and date the enclosed proxy card and return it
promptly in the enclosed envelope. If you do not return your card or vote in
person, the effect will be a vote against the approval of the merger. You can
revoke your proxy by writing to us at any time before the meeting or by
attending the meeting and voting in person.

We look forward to seeing you at the meeting.

Sincerely,

/s/ Daniel Hodges
-------------------
Daniel Hodges
President

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED UNDER THIS
PROXY STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this proxy statement/prospectus is dated _________, 2000 and is
first being mailed to shareholders on or about __________, 2000.

Nascent Technology, Inc.

Notice Of Special Meeting Of Shareholders
To Be Held On [__________] 2001

On ____________, 2001, Nascent Technology, Inc. will hold a special meeting
of shareholders at 10130 E. Winding Trail, Tucson, Arizona. The meeting will
begin at 9:00 a.m. local time.

Only shareholders who owned stock at the close of business on [__________,
2000] may vote at this meeting or any adjournment or postponement that may take
place. At the meeting we propose to:

- - Approve and adopt the Plan of Merger with Evolution USA, Inc., a copy of
which is enclosed as Appendix A. Shareholders are entitled to assert
dissenters' rights under Nevada Revised Statutes 92A.300 - 92A.500, a copy
of which is enclosed as Appendix B.

- - Any other business properly brought before the meeting or any adjournments
or postponements thereof.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS MERGER PROPOSAL
WHICH IS DISCUSSED IN MORE DETAIL IN THE ATTACHED PROXY STATEMENT/PROSPECTUS.

The approximate mailing date of this proxy statement/prospectus and card is
[_______________], 2000.

Your attention is directed to the proxy statement/prospectus delivered
with this notice.

By order of the Board of Directors,

/s/ Daniel Hodges
-------------------
Secretary
Tucson, Arizona
[_____________,] 2000

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
VOTE PROMPTLY BY DATING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE
ACCOMPANYING ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS
EXERCISE IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

Table of Contents

Page

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . .

Unaudited Pro Forma Condensed Combined Financial Statements . . . . . . . .

The Merger
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . .
Reasons of Nascent for the Merger . . . . . . . . . . . . . . . . . . . .
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Consequences of the Merger . . . . . . . . . . . . . . . . . .
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . .
Interest of Certain Persons in the Merger . . . . . . . . . . . . . . . .

Terms of the Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . .

Differences in the Rights of Shareholders . . . . . . . . . . . . . . . . .

The Companies
Nascent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Evolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Evolution's Management's Discussion and Plan of Operation . . . . . . . . .

Description of Evolution's Capital Stock

The Nascent Shareholders' Meeting
Persons Making the Solicitation . . . . . . . . . . . . . . . . . . . . .
Interest of Certain Persons in the Merger . . . . . . . . . . . . . . . .
Voting Securities and Principal Holdings Thereof . . . . . . . . . . . . .
Security Ownership of Nascent Shares by Certain Beneficial Shareholders .
Voting Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation of the Directors and Officers of Nascent . . . . .

Management Following the Merger . . . . . . . . . . . . . . . . . . . . . .

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Validity of Evolution's Common Stock . . . . . . . . . . . . . . . . . . . .

Appendix A Plan of Merger
Appendix B Nevada Revised Statute 92A.300 - 92A. 500

SUMMARY OF PROXY STATEMENT/PROSPECTUS

The following is a summary of certain information contained elsewhere in
this proxy statement/prospectus. This Summary is qualified in its entirety by
the more detailed information appearing or referred to elsewhere in this proxy
statement/prospectus.

THE MEETING

TIME, DATE AND PLACE OF SPECIAL MEETING

The special meeting will be held on __________, __________ 2000 at 9:00
a.m. at 10130 E. Winding Trail, Tucson, Arizona.

PURPOSES OF THE MEETING

The meeting has been called for the purpose of considering and, if deemed
advisable, approving the merger of Nascent and Evolution on the terms contained
in the Plan of Merger.

THE COMPANIES

Nascent Technology, Inc. is a Nevada corporation which since its inception
has not engaged in any operations other than organizational activities. It was
specifically formed to be a "blank check" corporation, for the purpose of either
merging with or acquiring an operating company. Nascent's principal executive
offices are located at 10130 E. Winding Trail, Tucson, Arizona 85749, (520)
577-1516.

Evolution USA, Inc. is a Washington corporation, headquartered in Los
Angeles, California engaged in multimedia branding activity aimed at the 15-30
year age group. Evolution USA, Inc.'s principal executive offices are located
at 6100 Wilshire Boulevard, Suite 201, Los Angeles, California 90048, (323)
634-7799.

THE MERGER

On the effective date (the date the Articles of Merger are filed and
accepted by the Secretary of State of Washington), which is expected to be
_______________ 2001, Nascent and Evolution will merge and continue as one
corporation under the name Evolution USA, Inc. In connection with the merger:

(a) Nascent's shareholders (other than dissenting shareholders)
will receive, in exchange for each of their Nascent common shares,
fifteen Evolution Class A common shares;

(b) On the effective date, all of the assets and liabilities of Nascent
will become the assets and liabilities of Evolution and the Nascent
shareholders will become shareholders of Evolution; and

-1-

(c) Immediately prior to the effective date, 773,333 shares of common
stock held by Daniel Hodges, sole director and officer of
Nascent, shall be canceled and extinguished without any
conversion thereof.

REASONS FOR THE MERGER

In evaluating the proposed merger, management of Nascent considered
criteria such as the value of the assets of Evolution, Evolution's ability to
compete in its market and the present and anticipated business operations of
Evolution. Based on these criteria management determined that the merger was in
the best interest of its shareholders.

VOTES REQUIRED

The Plan of Merger must be approved by at least a majority of the votes
cast in respect thereof by holders of Nascent common shares present in person or
represented by proxy at the meeting.

Shareholders of record at the close of business on __________, 2000 will be
entitled to receive notice of and to vote at the meeting.

RECOMMENDATION OF THE DIRECTOR

The sole director of Nascent has concluded that the terms of the Plan of
Merger are fair to Nascent and its shareholders. Accordingly, the board
recommends that the shareholders vote in favor of the Plan of Merger. The Plan
of Merger must be approved by majority of the votes cast.

INCOME TAX CONSEQUENCES OF THE MERGER

Neither Evolution nor Nascent will recognize gain or loss as a result of
the merger. Additionally, you will not recognize gain or loss by exchanging
your Nascent shares for shares of Evolution.

GOVERNMENT REGULATION

The merger of Evolution and Nascent is not subject to federal or state
regulatory review.

RISK FACTORS

The Evolution securities offered hereby are speculative in nature and
involve a high degree of risk. Nascent shareholders and prospective investors
should consider carefully the following factors, among others, prior to making
an investment decision.

ARBITRARY MERGER EXCHANGE RATIO

The 1 for 15 exchange offered in this proxy statement/prospectus bears no
relationship to the assets, book value, earnings, net worth, or any other
recognized criteria of value of Nascent. Consequently, the share exchange
ratio, which can be deemed an offering price for Nascent's securities, was
determined arbitrarily and solely by Nascent and Evolution. In establishing the
exchange ratio or offering price, management considered such matters as
Evolution and Nascent's limited financial resources and the general condition of
the securities markets. The exchange ratio of the merger should not, however,
be considered an indication of Nascent's actual value. Neither Nascent nor
Evolution obtained an opinion, appraisal or report of a financial consultant or
other third party in establishing the exchange ratio.

-2-

LIMITED OPERATING HISTORY

Nascent has no operating history and Evolution only has a limited operating
history. Nascent was incorporated in 1994 but has been inactive since its
inception. Evolution only commenced its operations on May 20, 2000 and has
incurred approximately $4,312,000 in losses since inception to September 30,
2000.

EXPECTATION OF LOSSES

Evolution's management and Nascent's management believe Evolution, with its
services and products, will be a profitable enterprise in the future. However,
Evolution anticipates experiencing future operating losses resulting primarily
from marketing and associated training costs. Nascent has operated at a loss
since inception.

WORKING CAPITAL REQUIREMENTS

After the merger, Evolution will require a substantial investment in
working capital, principally to finance its marketing activities, development,
and to increase its existing staff. Without additional capital generated from
the sale of Evolution's stock, or from operations, Evolution will be unable to
fund its business, offer its services and products on an extensive basis, nor
its business.

Evolution will require a minimum of nearly $30,000,000 in working capital
over the next twelve months. There can be no assurance that capital from
private and public offerings will be available, or if available, can be obtained
on terms advantageous to Evolution. If Evolution is successful in effecting a
private placement and/or a public offering, the capital it raises will be
sufficient to meet its expected working capital needs for the following twelve
months. If Evolution is unable to raise sufficient capital either externally or
from operations it will not be able to sustain its operations. Evolution will
have to reduce expenditures to keep in line with existing revenues as they are
generated.

DEPENDENCE ON KEY PERSONNEL

Evolution is dependent on the continued services of certain key management
personnel, particularly George Fleming, Chairman of the Board, President and
Chief Executive Officer of Evolution. The loss of George Fleming's services
could significantly impact Evolution's future operations and its ability to one
day become profitable. After the merger, Evolution's growth and profitability
will depend upon its ability to attract and retain skilled managerial, marketing
and technical personnel.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The articles of incorporation for Evolution indemnify directors and
officers and allow for Evolution to secure insurance for the liability of their
respective directors and officers.

-3-

NO TRADING MARKET FOR SHARES

At the present time, no trading market exists for Evolution's common stock
and no market may, in fact, develop after completion of the merger. After the
merger, Evolution will seek to have its shares listed on the OTC Bulletin Board,
but will not apply to have its shares listed on any exchange.

NO DIVIDENDS

Evolution has not paid any dividends to date and has no plans to pay
dividends in the foreseeable future.

FORWARD LOOKING STATEMENTS

This proxy statement/prospectus contains or incorporates by reference
certain forward looking statements with respect to the financial condition,
results of operations and business of Evolution and, assuming the consummation
of the merger, the proposed merger with Nascent. These forward-looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such forward
looking statements include, among others, the following possibilities: (1)
revenues following the mergers are lower than expected; (2) competitive pressure
among multimedia branding companies increases significantly; (3) general
economic conditions, either nationally or in California in which the combined
company will be doing business, are less favorable than expected; or (4)
legislation or regulatory changes adversely affect the business in which the
combined company would be engaged.

-4-

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On September 11, 2000, Nascent, a development stage company, and Evolution,
executed a letter of intent that provides for the merger of Nascent with and
into Evolution. See "The Merger." The following unaudited pro forma condensed
combined financial statements are based on the September 30, 2000 historical
financial statements of Nascent and Evolution contained elsewhere herein, giving
effect to the transaction under the purchase method of accounting, with
Evolution treated as the acquiring entity for financial reporting purposes.
The unaudited pro forma condensed combined balance sheet presenting the
financial position of the surviving corporation assumes the purchase occurred as
of September 30, 2000. The unaudited pro forma condensed combined statement of
operations presents the results of operations of the surviving corporation,
assuming the merger was completed on October 1, 1999.

The unaudited pro forma condensed combined financial statements have been
prepared by management of Nascent and Evolution based on the financial
statements included elsewhere herein. The pro forma adjustments include certain
assumptions and preliminary estimates as discussed in the accompanying notes and
are subject to change. These pro forma statements may not be indicative of the
results that actually would have occurred if the combination had been in effect
on the dates indicated or which may be obtained in the future. These pro forma
financial statements should be read in conjunction with the accompanying notes
and the historical financial information of both Nascent and Evolution
(including the notes thereto) included in this Form. See "Financial
Statements."

-5-

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
-------------------------------------------
SEPTEMBER 30, 2000
------------------

Nascent Pro Forma
Technology, Evolution USA, Pro Forma Combined
Inc. Inc. Adjustments Balance
ASSETS
- ------

Current Assets $ - $ 614,091 $ - $ 614,091
Fixed Assets (net) - 292,722 292,722
Other Assets - 293,414 - 293,414

Total Assets $ - $ 1,200,227 $ - $ 1,200,227

LIABILITIES AND STOCKHOLDERS'
- -----------------------------
EQUITY
- ------
Current Liabilities $ 338 $ 2,625,729 - $ 2,626,067
Long-term Debt - 1,887,031 1,887,031
Total Liabilities 338 4,512,760 - 4,513,098

Stockholders' Equity:
Common Stock 1,000 1,000,000 (985,900) A 15,100
Additional Paid in Capital 1,325 - 983,237 A 984,562
Accumulated Deficit (1,200) - 1,200 -
Deficit Accumulated During the
Development Stage (1,463) (4,312,533) 1,463 A(4,312,533)
Total Stockholders' Equity (Deficit) (338) (3,312,533) - (3,312,871)

Total Liabilities and Stockholders' $ - $ 1,200,227 - $ 1,200,227
Equity

See accompanying notes to unaudited pro forma condensed combined
financial statements.

-6-

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
--------------------------------------------
FOR THE YEAR ENDED SEPTEMBER 30, 2000
-------------------------------------

Nascent Pro Forma
Technology, Evolution USA, Pro Forma Combined
Inc. Inc. Adjustments Balance

Revenues: $ - $ - $ - $ -

Expenses:
Marketing & Advertising - 1,366,568 1,366,568
General & Administrative 1,313 2,945,965 - 2,947,278

Net Loss ($1,313) ($4,312,533) $ - ($4,313,846)

Loss per share $ - $ (0.29) $ (0.29)

Weighted average shares outstanding 1,000,000 15,000,000 15,100,000

See accompanying notes to unaudited pro forma condensed combined financial
statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------

(1) GENERAL

In the merger, Nascent will be merged with and into Evolution, with the
shares of outstanding Evolution common stock being approximately 18,000,000
shares, or approximately 99.4%, subject to certain adjustments, and each share
of Nascent common stock issued and outstanding prior to the Effective Time will
be converted into 15 shares of new common stock for an aggregate of 100,005
shares of new common stock, or approximately 0.6% of the new common stock
outstanding subsequent to the merger. Nascent has not yet performed a detailed
evaluation and appraisal of the fair market value of the net assets sold in
order to allocate the purchase price among the assets sold. For purposes of
preparing these pro forma financial statements, certain assumptions as set forth
in the notes to the pro forma adjustments have been made in allocating the sales
price to the net assets sold. As such, the pro forma adjustments discussed
below are subject to change based on final appraisals and determination of the
fair market value of the assets and liabilities of Nascent.

-7-

(2) FISCAL YEAR ENDS

The unaudited pro forma condensed combined statements of operations for the
year ended September 30, 2000, include Nascent's and Evolution's operations on a
common fiscal year. The financial statements of Nascent have been conformed to
the fiscal year ended September 30, 2000, by including the operating results of
Evolution for the period May 20, 2000 (inception), to September 30, 2000, and
including such operating results for Nascent for the twelve months ended
September 30, 2000.

(3) PRO FORMA ADJUSTMENTS

The adjustments to the accompanying unaudited pro forma condensed combined
balance sheet as of September 30, 2000, are described below:

(A) Record merger by converting Evolution common stock and Nascent
common stock to newly issued shares of common stock, par value $0.001 per share.

The adjustments to the accompanying unaudited pro forma condensed combined
statements of operations are described below:

There are no anticipated adjustments to the statements of operations as a
result of the merger.

THE MERGER

BACKGROUND OF THE MERGER

In connection with its normal business practices, Nascent continuously
reviewed its strategic business opportunities and during the summer of 2000 it
was contacted by a representative of Evolution concerning a possible merger.
Discussion were entered into and shortly thereafter, the parties executed a
letter of intent.

REASONS OF NASCENT FOR THE MERGER

The business purpose of Nascent since its inception was to merge with an
operating company. The criteria used by management for determining appropriate
merger partner were based on the expectation that the resulting company would be
successful. Therefore, management considered the value of the assets of
Evolution, Evolution's ability to compete in its markets and the present and
anticipated business operations of Evolution. Based on these criteria,
management determined that the proposed merger would likely result in a
successful company and therefore would be in the best interest of its
shareholders

ACCOUNTING TREATMENT

The merger will be accounted for under the purchase method of accounting.

-8-

FEDERAL INCOME TAX CONSEQUENCES FOR SHAREHOLDERS

In general, shareholders who hold Nascent common stock as capital property
will not realize a capital gain or capital loss as a result of the merger.
However, any shareholder that dissents from the merger may realize a capital
gain or a capital loss in respect to the payment resulting from such
shareholder's exercise of dissenter's rights. Neither Nascent nor Evolution has
received a tax opinion or has sought a ruling from the Internal Revenue Service
in connection with the tax consequences of the merger.

RIGHT OF DISSENTING SHAREHOLDERS

Under Nevada law, a shareholder may dissent from and obtain the fair value
of his or her shares in the event of any of the following corporate actions:

(a) Consummation of a merger plan if shareholder approval is
required and the shareholder is entitled to vote on the merger, or
if the company is a subsidiary and is merged with its parent;

(b) Consummation of an exchange plan where the company will be
acquired if the shareholder is entitled to vote on the plan;

(c) Any corporate action pursuant to a shareholder vote if the
articles, bylaws or a directors' resolution permits shareholders
to dissent and obtain payment for their shares.

The dissenting shareholder cannot challenge the corporate action unless the
action is unlawful or fraudulent. A notice of dissenter's rights must be sent
with the notice of the meeting. A dissenting shareholder must notify the
company of his or her dissent in writing before the vote is taken and is
prohibited from voting in favor of the proposed action. Otherwise the
dissenting shareholder is not entitled to payment for his or her shares. If a
proposed action creating dissenters' rights is authorized at a shareholders'
meeting, the company must deliver a written dissenter's notice to all
shareholders who satisfied the requirements to assert those rights within 10
days of effecting the corporate action. The notice must state where the demand
for payment must be sent, when and where certificates are to be deposited, and
it must inform holders not represented by certificates to what extent the
transfer of shares will be restricted after demand for payments is received.
The company must supply a form for demanding payment that includes the date of
the first announcement to the news media or shareholders of the terms of the
proposed action. The form must require that the person asserting the
dissenter's rights certify whether or not he or she acquired beneficial
ownership before that date. The notice must set a deadline when the corporation
must receive the demand for notice.

The shareholder must then demand payment, certify whether he or she
acquired beneficial ownership of the shares before the date required to be set
forth in the dissenter's notice of this certification and deposit his or her
certificates, if any, in accordance with terms of the notice. The shareholder
who complies retains all other rights of a shareholder until those rights are
canceled or modified by the company's taking the proposed action. The
shareholder who fails to demand payment or deposit his or her certificates where
required by the date set forth in the dissenter's notice forfeits his or her
payment.

-9-

The company must pay the dissenter within 30 days the amount the company
estimates to be the fair value of the shares plus accrued interest. The company
must include with the payment a copy of its balance sheets as of the end of a
fiscal year ending not more than 16 months before the payment date, an income
statement for that year, a statement of changes in shareholders equity for that
year, and the latest available interim financial statements. The company must
also provide a statement of its estimate of the fair value of the shares, an
explanation of how the interest was calculated, a statement of dissenter's
rights to demand payment and a copy of the Nevada Revised Statute 92A.300 -
92A.500, inclusive.

Unless the beneficial shareholder owned the shares before the date set
forth in the dissenter's notice as of the date of the first announcement to the
news media or to the shareholder of the terms of the proposed action, the
corporation may withhold payment from a dissenter. If the company withholds
payment, it must estimate the fair value of the shares, plus accrued interest
and offer to pay this amount to each dissenter who agrees to accept it in full
satisfaction of his or her demand. The company must send with its offer a
statement of its estimate of the fair value, and explanation of how interest was
calculated and a statement of the dissenter's right to demand payment.

A dissenter can notify the company of his or her own estimation of the fair
market value of the shares and demand payment of this amount less any money
already paid if he or she believes the amount offered by the company is less
than the fair value of the shares. The dissenter must do so within 30 days.
After receiving such a demand, if the amount remains unsettled, the company must
commence a proceeding within 60 days in the district court in the county of its
registered agent to determine the value of the shares, or pay the amount the
dissenter demands. All parties with unsettled demands become parties to the
proceeding, the court appoints an appraiser, and issues a judgment for the
amount the court finds to be the fair value of the shares payable to the
shareholders. The corporation must pay the court costs unless the dissenters
acted arbitrarily, vexatiously or in bad faith and the court may impose fees for
counsel and experts in equitable amounts against the respective parties. In
some cases, dissenter's counsel fees may come from the funds awarded in the
judgment.

INTEREST OF CERTAIN PERSONS IN THE MERGER

Daniel L. Hodges, President and sole director of Nascent has agreed to the
cancellation of all his shares except 6,667 shares. He will receive 100,005
shares as a result of the exchange and merger. Certain foreign companies held
in trust for the benefit of the children of George Fleming, Chairman of the
Board, President & Chief Executive Officer of Evolution, own 200,000 shares of
Nascent common stock that will be exchanged under the terms of the Merger for
3,000,000 shares of Evolution Series A voting common stock. Mr. Fleming
disclaims any beneficial ownership interest in the foreign companies or the
trusts that own them.

TERMS OF THE PLAN OF MERGER

Conditions to the Merger

The obligations of Nascent and Evolution to consummate the merger are
subject to the satisfaction or written waiver of the following conditions:

-10-

- - approval of the Plan of Merger by the requisite shareholder vote of the
Nascent.

- - the absence of actual or threatened proceedings before a court or other
governmental body relating to the merger.

- - the registration statement of which this proxy statement/prospectus is a
part shall have been declared effective by the Securities and Exchange
Commission;

- - performance by the other company of its obligations under the Plan of
Merger;

- - the accuracy, in all material respects, of the representations and
warranties of the other company contained in the Plan of Merger;

- - the receipt of opinions and certificates from the other company; and

- - the cancellation of 773,333 of Daniel L. Hodges' Nascent common shares.

DIFFERENCES IN THE RIGHTS OF SHAREHOLDERS

There are few significant differences in the rights of Nascent shareholders
and Evolution shareholders under their respective articles of incorporation and
bylaws, and there are no significant differences concerning the rights of
shareholders to amend the articles and bylaws, to approve a merger, to remove a
director or to call a special meeting.

THE COMPANIES

NASCENT

Since its inception on July 25, 1997, Nascent, a Nevada corporation has not
engaged in any operations other than organizational matters. It was formed
specifically to be a "blank check" or "clean public shell" corporation, for the
purpose of either merging with or acquiring an operating company with a history
of operating assets. Nascent is a "clean public shell" because it has not
commenced operational activities, and has no debt liabilities. Nascent has not
been involved in any litigation nor has it had any prior regulatory problems or
business failures.

The executive offices of Nascent are located at 10130 East Winding Trail,
Tucson, Arizona 85749. Its telephone number is (520) 577-1516. The President,
Secretary and sole director of the Company is Daniel L. Hodges.

As the sole director and officer of Nascent, Mr. Hodges commenced
implementation of Nascent's principal business purpose, which was to seek merger
or acquisition candidates. Nascent intended to seek to acquire assets or shares
of an entity actively engaged in business, which generates revenues, in exchange
for its securities. Nascent did not intend to limit itself to any particular
field or industry.

Mr. Hodges has had a controlling interest in numerous shell companies,
which have effected mergers or acquisitions similar to that which Nascent has
sought. In these situations, Mr. Hodges has typically sold his controlling
interests in the shell companies for cash. The other shareholders of the shell
companies received interests in the applicable new company as a result of the
merger or acquisition.

-11-

Competition. Nascent is an insignificant participant which competes among
firms which engage in business combinations with, or financing of, development
stage enterprises. There are many established management and financial
consulting companies and venture capital firms which have significantly greater
financial and personnel resources, technical expertise and experience than
Nascent in this field. In view of Nascent's limited financial resources and
management availability, Nascent continues to be at a significant competitive
disadvantage.

Regulation and Taxation. Nascent intended to structure a merger or
acquisition in such a manner as to minimize federal and state tax consequences
to Nascent and to any target company.

Patents. Nascent owns no patents and no Internet domain names.

Employees. Nascent has no full-time or part-time employees. Mr. Hodges,
the sole officer and director of Nascent, allocated a nominal portion of his
time to the activities of Nascent, without compensation.

Legal Proceedings. Nascent is not subject to any pending litigation, legal
proceedings or claims.

EVOLUTION

Evolution is a multimedia branding company in the process of developing
brand "image" and revenue streams by creating proprietary events that are
leveraged into media, sponsorship, Internet and retail opportunities, and which
are designed to satisfy the entertainment desires of "Generation Y,"a
categorization of the 15-30 year old age group, which is expected to be the most
powerful market segment in U.S. history. Evolution hopes to exploit its brand
name recognition through the development and sale of branded merchandise
apparel, accessories and other products throughout the Generation Y marketplace.

Generation Y has discretionary income and the time available to spend it.
They are a growing demographic for not only traditional retail but online retail
as well. Due to Evolution's ability to reach this generation via multiple media
such as the Internet, print and TV, management believes the company is in a
unique position to exploit the demand of a very "wired" and technologically
savvy Generation Y. Evolution is organized into three divisions:

EVOLUTION EVENTS is partnering or proposes to partner with extreme sports
-----------------
and fashion modeling agencies to leverage popular extreme sports stars, fashion
models and celebrities into compelling vehicles targeted to and highly desired
by Generation Y.

EVOLUTION MERCHANDISE is expected to develop its own fashion and
----------------------
accessories product lines by designing its own products and by acquiring
companies with proprietary product lines. Starting with fashion, extreme sports
wear and developing a line of "extreme street-wear," Evolution expects to
capture catalog, e-commerce, and retail market share for further servicing of
its market and building of its brand.

EVOLUTION.TV (EVTV) is the media division. Providing the public interface,
------------
EVTV consists of a production group that develops cutting-edge television;
multimedia and broadband programming based on and around Evolution events and
featured talent. It also has responsibility for television programming
distribution, web site development and contextual e-commerce. Its goal is to be
the best source available for information and entertainment related to extreme
sports stars, fashion models and celebrities.

-12-

Revenue/Net Losses. To date, Evolution has earned no revenues from
business operations/activities and has realized a net loss of $4,312,533.
Within the next three to five years, Evolution expects to begin to generate
revenues by developing leading edge Web content through the utilization of its
own events, strengthened by its strategic partners' talent, coupled with the
development of unique consumer merchandise offerings, sold through catalog,
retail, online and contextual based e-commerce channels.

Employees. Evolution currently has 25 full-time employees, of which 9 are
in administration/management, 7 are in sales and marketing, 6 are in programming
and related activities, and 3 in new media.

Description of Property. Evolution maintains offices in 1,424 square feet
of space at 6100 Wilshire Boulevard in Los Angeles. The lease provides for
$3,560 per month of minimum lease payments, plus pro-rata share of operating
expenses and taxes, on a month to month term. Evolution has executed a lease
for 5,157 square feet at 5757 Wilshire Boulevard to provide for the continued
expansion of Evolution. The lease provides for a term of 2 years and expires in
July 2002 at an annual cost of $142,333, plus its share of operating expenses
and property taxes.

Legal Proceedings. Vogue Magazine & Conde Naste. Nascent has been
informed via a demand letter by counsel for Advance Magazine Publishers, Inc.,
the publisher of Vogue Magazine & Conde Naste, that it will initiate litigation
against Evolution for non-payment of its obligations to Vogue Magazine & Conde
Naste pursuant to an agreement, dated July 25, 2000. The letter seeks payment
of approximately $1,360,000, the net amount of the contract. The letter does not
specify which court the suit will be filed in, but does identify New York as the
venue. While Evolution acknowledges that it is obligated for some of the amount
claimed by Vogue Mag z ne & Conde Naste, it believes it has a significant offset
for services not provided.

Nascent has been informed via a demand letter by counsel for a former
employee, that she will initiate litigation against Evolution for an alleged
breach due to non-payment of its obligations to her pursuant to an employment
agreement, dated August 14, 2000. The letter further states that, as a result of
these alleged breaches, she was terminated without cause and seeks damages of
the remaining amounts due under the contract (allegedly $117,500) plus punitive
damages. Evolution will contest this matter vigorously and believes it has
significant defenses to the claim.

EVOLUTION MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

Evolution is projecting a loss for it's upcoming fiscal year ending
September 30, 2001. In addition, it is anticipating losses and cash flow
deficits from Evolution's operations for at least the next 12 months. It is
expected that this loss will be caused primarily by:

- development completion costs for production and web-site
- startup, including personnel, costs
- marketing costs, including launch of various events
- content acquisition and development costs
- inventory acquisition costs

Evolution estimates that a total of $29,805,000 will be spent on each
category as follows:

-13-

Technical Development Costs,
including hardware and software $ 3,744,000
Start-up Costs 4,363,000
Inventory 1,000,000
Event Costs 9,184,000
Production/new media 4,469,000
Marketing Costs 7,045,000
----------
$29,805,000

These amounts exclude any revenues to be received over the next 12 months.

Evolution is in the development stage. Consistent with other branding and
marketing organizations, expenditures are heavily weighted in favor of its
marketing effort. Evolution realizes that these expenditures are necessary in
order to develop a profitable merchandising operation as well as programming by
allowing it to compete for brand awareness more effectively. In October 2000,
Evolution launched it's web-site and event operations by co-hosting and
co-sponsoring the Vogue VH-1 Fashion Awards pre and post-parties. Evolution did
not realize any revenues from this event, as was originally intended.

Evolution also expects to continue searching for, and developing content,
which either complements or is synergistic with its existing content. At the
present time it is difficult for Evolution to determine in detail, the nature,
source or value of the content it will attempt to acquire. In the event that
Evolution targets a content acquisition or licensing content candidate, it will
in all likelihood require additional funding.

Evolution does not currently have sufficient financial resources to meet
the aforementioned funding requirements. Accordingly, Evolution currently is
seeking funding from outside sources. At the date hereof, Evolution has no firm
commitments from anyone to provide additional funding to Evolution. Any funding
that is obtained may take the form of debt or equity or a combination thereof.

DESCRIPTION OF EVOLUTION'S CAPITAL STOCK

COMMON STOCK

Evolution is authorized to issue up to 100,000,000 shares of its Class A
common stock, $.001 par value per share. As of September 30, 2000, there were
15,000,000 Class A shares issued and outstanding.

Evolution is also authorized to issue up to 3 million shares of Class B
non-voting no par common stock. The stock is convertible into Class A voting
common stock at the end of one year. This class is reserved for issuance to
employees and consultants.

The rights of holders of common stock are subject to the rights of holders
of any preferred stock that may be issued in the future. All outstanding shares
of common stock are duly authorized, validly issued, fully paid and
nonassessable. Upon liquidation, dissolution or winding up of Evolution, the
holders of common stock are entitled to share ratably in all net assets
available for distribution to shareholders after payment to creditors. The
common stock is not redeemable and has no preemptive or conversion rights.

-14-

VOTING RIGHTS

Holders of Evolution's Class A common stock are entitled to one vote per
share on all matters submitted for shareholders vote, except matters submitted
to the vote of another class or series of shares. A majority of the outstanding
shares entitled to vote constitute a quorum and action generally is taken by a
majority of the votes cast. Class B common stock have no voting rights (except
as may be required under applicable law).

DIVIDENDS

Holders of common stock are entitled to receive dividends out of assets
legally available for this purpose at the times and in the amounts as the Board
of Directors may from time to time determine. Holders of common stock will
share equally on a per share basis in any dividend declared by the Board of
Directors.

Evolution has not paid any dividends on its common stock and does not
anticipate paying any cash dividends on such stock in the foreseeable future.

MERGER OR CONSOLIDATION

In the event of a merger or consolidation, holders of common stock will
vote to approve said action as a class, if a vote is required, and such action
shall be approved by the class entitled to vote thereon by a simple majority of
all the votes entitled to be cast by that class, a vote of a majority of the
shares entitled to vote being necessary for approval. In any merger or
consolidation, holders of common stock must be treated equally per share.

PREFERRED STOCK

Evolution is authorized to issue up to 10,000,000 shares of preferred
stock, no par value per share. At September 30, 2000, and presently, there are
no outstanding shares of preferred stock.

The Board of Directors is empowered, without approval of the shareholders,
to cause shares of preferred stock to be issued from time to time in one or more
series, and the Board of Directors may fix the number of shares of each series
and the designation, powers, privileges, preferences and rights and the
qualifications, limitations and restrictions of the shares of each series.

THE NASCENT SHAREHOLDERS' MEETING

The Special Meeting of security holders of Nascent common stock will be on
_______________, 2001, to be held at 10130 E. Winding Trail, Tucson, Arizona at
9:00 a.m. The approximate date on which the proxy statement and form of proxy
are first to be sent or given to security holders is _______________, 2000.

-15-

At the meeting we propose to consider the approved and adoption of the Plan
of Merger with Evolution USA, Inc. and any other business properly brought
before the Special Meeting or any adjournment or postponement thereof.

REVOCABILITY OF PROXY

If the enclosed proxy is executed and returned, it will be voted on the
proposals as indicated by the shareholder. The proxy may be revoked by the
shareholder at any time prior to its use by notice in writing to the Secretary
of Nascent, by executing a later dated proxy and delivering it to Nascent prior
to the meeting or by voting in person at the meeting.

DISSENTERS' RIGHTS OF APPRAISALS

Appendix B to this proxy statement/prospectus is a copy of the Nevada
statute governing the rights of shareholders who dissent from a vote in favor of
the merger.

PERSONS MAKING THE SOLICITATION

This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Nascent of proxies for use at the Special Meeting of
Stockholders of Nascent to be held on _________ , 2001, and any adjournments
thereof.

There were outstanding at the close of business on __________, 2000, the
record date for determination of the shareholders of Nascent entitled to notice
of and to vote at the Special Meeting, 1,000,000 shares of common stock of
Nascent entitled to one vote per share. Only shareholders of record on
__________, 2000, are entitled to notice of and to vote at the meeting. The
proxy does not affect the right to vote in person at the meeting, and may be
revoked at any time prior to the voting thereof. The presence of two persons
entitled to vote constitute a quorum. The affirmative vote of the holders of
shares present or represented by proxy at the meeting must exceed the negative
votes cast for the adoption of the proposals described in this proxy
statement/prospectus.

The Board of Directors knows of no other matters likely to be brought
before the Special Meeting other than those mentioned above. However, if any
other matters not now known or determined, properly come before the meeting or
any adjournments thereof, the persons named in the enclosed form of proxy will
vote such proxy in accordance with their best judgment in such matters pursuant
to discretionary authority granted in the proxy.

Shareholders are urged to sign the accompanying form of proxy, solicited on
behalf of the Board of Directors of Nascent, and to return it at once in the
envelope provided for that purpose. Proxies will be voted in accordance with
the shareholders directions. If no directions is given proxies will be voted in
accordance with the recommendations of the Board of Directors set forth in this
proxy statement/prospectus. A shareholder who wishes to designate a person or
persons to act as his or her proxy at the meeting, other than the proxies
designated by the Board of Directors, may strike out the name appearing on the
enclosed form and transmit it directly to such other designated person or
persons for use at the meeting.

The expense of the Board of Directors' proxy solicitation will be borne by
Nascent. In addition to the solicitation of proxies by use of the mails, the
officer and director of Nascent (who will receive no additional compensation
therefor) may solicit proxies by telephone, telegraph or personal interview.
Nascent will, upon request, reimburse nominees, custodians, and fiduciaries for
the expense in forwarding proxy materials to their principals.

-16-

INTEREST OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON

Officer and Director. Daniel L. Hodges constitutes the entire Board of
Directors of Nascent and its sole officer and as a result of the merger will
received 100,005 shares.

VOTING SECURITIES AND PRINCIPAL HOLDINGS THEREOF

Nascent's shareholders of record at the close of business on ___________,
2000, will be entitled to vote on all matters. On the record date Nascent had
1,000,000 shares of Nascent common stock outstanding. The holders of Nascent
common stock are entitled to one vote per share. Nascent has no class of voting
securities outstanding other than the Nascent common stock. In accordance with
the Plan of Merger, 773,333 of Daniel L. Hodges' Nascent shares will be
cancelled resulting in 206,667 shares of Nascent common stock outstanding at the
effective date of the merger.

SECURITY OWNERSHIP OF NASCENT SHARES BY CERTAIN BENEFICIAL SHAREHOLDERS

The following table presents certain information regarding beneficial
ownership of the Nascent's common stock as of December 1, 2000: (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) sole director and executive officer of
the Nascent, and (iii) all directors and executive officers as a group. Unless
otherwise indicated, each person in the table has sole voting and investment
power as to the shares shown.

Name and Address Ownership
Title of Class of Beneficial Ownership Amount of Beneficial
- ------------------------------- --------------------------- ---------------------

Common Daniel L. Hodges 800,000(1)
President and Director
2102 N. Donner Avenue
Tucson, AZ 85749

Common Fremont Holdings A.V.V. 50,000
160 L.G. Smith Boulevard
Sun Plaza Building, Suite 309
Oranjestad, Aruba

-17-

Common Highplace Limited 50,000
Craigmuir Chambers
P. O. Box 71
Road Town, Tortola
British Virgin Islands

Common Southey Limited 50,000
P. O. Box 320
18 St. George's Street
Douglas
Isle of Man
IM99 2QB
DX 134803 Isle of Man

Common Wedgwood Holdings Limited 50,000
P. O. Box 344
5 Castle Street
St. Helier, Jersey, JE4 8UZ
Channel Islands

Common All directors and executive 800,000
officers as a group
<FN>
(1) As part of the Plan of Merger, Mr. Hodges has agreed to the cancellation of
793,333 of his shares.

VOTING PROCEDURES

Two persons present and entitled to vote constitute a quorum at any
shareholders' meeting. A member may by proxy appoint a proxy holder to vote for
him or her on a poll. Every shareholder who is present in person and entitled
to vote at that occurrence shall have one vote and on a poll every member
present in person or represented by proxy or other proper authority shall have
one vote for each share of which he or she is the registered holder. Nascent
has no class of voting securities outstanding other than its common stock.
Adoption of the Plan of Merger will require an affirmative vote by a majority of
the votes cast. The proxies named in the enclosed proxy card may, at the
direction of the Board, vote to adjourn or postpone the Special Meeting to
another time or place for the purpose of soliciting additional proxies necessary
for approval of a proposal or otherwise.

EXECUTIVE COMPENSATION OF THE DIRECTORS AND OFFICERS OF NASCENT

None

MANAGEMENT FOLLOWING THE MERGER

The following table sets forth the names, positions with Evolution and ages
of the directors and executive officers of Evolution following the merger. The
sole director of Evolution was elected at Evolution's annual meeting of
stockholders in June, 1999. All directors are elected at each annual meeting
and serve for one year and until their successors are elected and qualified.
Officers are elected by the Board of Directors and their terms of office are, at
the discretion of the Board, but subject to the terms of their employment
agreements.

-18-

NAME OF DIRECTOR/OFFICER AGE POSITION(S) WITH COMPANY
DIRECTOR SINCE ----------------- ----------------------------------------
- ------------------------

George Fleming . . . . . 39 Chairman of the Board, President & Chief
May 20, 2000 Executive Officer

Gary L. Diamond. . . . . 45 Chief Financial Officer, Treasurer, and
May 20, 2000 Secretary

GEORGE FLEMING, DIRECTOR (CHAIRMAN), PRESIDENT & CHIEF EXECUTIVE OFFICER

Mr. Fleming has been Evolution's President and Chief Executive Officer
since it's inception. Since 1997, he has been a businessman and entrepreneur,
launching E-charge, Inc. an online credit card company based in Seattle,
Washington and in Vancouver, Canada. Prior to that, Mr. Fleming was a
financial consultant with Canaccord Capital for five years.

GARY L. DIAMOND, CHIEF FINANCIAL OFFICER, TREASURER & SECRETARY

Mr. Diamond is a Certified Public Accountant in the State of New York and
is a qualified valuation expert in Florida. Prior to joining Evolution on
November 15, 1998, Mr. Diamond was a director, Chief Financial Officer and
Treasurer of Showstar On-Line.com, an internet art portal trading on the
Bulletin Board. For the period from 1997 to 1998, Mr. Diamond was self-employed
as a financial consultant, providing transaction advisory services. For the
period from 1994 to 1997, he was Chief Financial Officer and Treasurer of
American Casino Entertainment Services, Ltd. From 1992-1994, he was Chief
Financial Officer of Nu-Image, a film production and distribution company.

PRINCIPAL STOCKHOLDERS

The following table presents information regarding the beneficial ownership
of Evolution's common stock as of October 31, 2000 for:

- - each person who is known to Evolution to be the beneficial owner of more
than 5% percent of the outstanding common stock;

- - each of Evolution's directors;

- - each of the Named Executive Officers;

- - all of Evolution's directors and executive officers as a group.

-19-

NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------ --------------------- --------

Evolution Holdings, L.P. (1) 13,000,000 72.22%
Seattle, Washington

All Directors and Officers as a Group 13,000,000 72.22%

(1) Beneficially owned or controlled by George Fleming.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Evolution has borrowed $2,387,031 from Evolution Management, Inc. the
general partner of Evolution's principal shareholder, which borrowings were used
to support startup operations. The borrowings are evidenced by promissory notes
which are due as follows:

March 31, 2001 $ 500,000
March 31, 2002 $1,887,031

Interest is due in arrears at the rate of Citibank's prime plus 1 per cent.
Accrued interest of $30,331 is included in accrued interest on the balance sheet
as of September 30, 2000.

EXECUTIVE COMPENSATION

George Fleming, President and Chief Executive Officer, from May 20, 2000,
to September 30, 2000, received no compensation. No other executive officer had
salary and bonus that exceed $100,000 for services rendered to Evolution. As
part of his employment agreement, Gary L. Diamond received a grant of 500,000
Class B non-voting common stock. Mr. Diamond's Class B shares shall vest over a
period of eighteen months, on a quarterly basis of 83,333 shares per quarter.

-20-

EVOLUTION USA, INC.
AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

-:-

INDEPENDENT AUDITOR'S REPORT

SEPTEMBER 30, 2000

CONTENTS
Page
-----

Independent Auditor's Report . . . . . . . . . . . . . F - 1

Consolidated Balance Sheet
September 30, 2000 . . . . . . . . . . . . . . . . F - 2

Consolidated Statements of Operations for the
Period May 19, 2000 (inception) to September 30, 2000 F - 3

Consolidated Statement of Stockholders' Equity
Since May 19, 2000 (inception) to September 30, 2000 . F - 4

Consolidated Statements of Cash Flows for the
Period May 19, 2000 (inception) to September 30, 2000 F - 5

Notes to Consolidated Financial Statements . . . . . . F - 6

INDEPENDENT AUDITOR'S REPORT

Evolution USA. Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Evolution
USA. Inc. and subsidiaries (a development stage company) as of September 30,
2000, and the related consolidated statements of operations, stockholders'
equity and cash flows for the period May 19, 2000 (inception) to September 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Evolution
USA. Inc. and subsidiaries (a development stage company) as of September 30,
2000, and the results of its operations and its cash flows for the Period May
19, 2000 (inception) to June 30, 2000 in conformity with generally accepted
accounting principles.

Respectfully submitted

/s/ Robison, Hill & Co.
Certified Public Accountants

Salt Lake City, Utah
November 3, 2000

F-1

CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2000

ASSETS

CURRENT ASSETS:

Cash $ 7,181
Inventory 239,245
Prepaid Event Costs and other
Current Assets 367,665
TOTAL CURRENT ASSETS $ 614,091

PROPERTY AND EQUIPMENT, AT COST:
Computers and Office Equipment 133,935
Website Development 165,158
Leasehold Improvements 7,672
306,765
Less: Accumulated Depreciation (14,042)
PROPERTY AND EQUIPMENT, NET 292,722

OTHER ASSETS:
Security Deposits 113,414
Restricted Cash 30,000
Investments 150,000
293,414

TOTAL ASSETS $ 1,200,227

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 2,095,398
Accrued Interest Affiliate 30,331
Current Maturities of Long-term Debt 500,000
TOTAL CURRENT LIABILITIES $ 2,625,729

LONG-TERM DEBT - NOTES PAYABLE - SHAREHOLDER 1,887,031

COMMITMENTS

STOCKHOLDERS' DEFICIT
Common Stock - Class A Voting, No Par Value
Authorized - 100,000,000 shares, Issued 15,000,000 1,000,000
Common Stock - Class B Non-Voting, No Par Value
Authorized - 3,000,000 shares, Issued - none
Accumulated Deficit (4,312,533)
TOTAL STOCKHOLDERS' DEFICIT (3,312,533)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,200,227

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

F-2

EVOLUTION USA, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MAY 19, 2000) TO SEPTEMBER 30, 2000

Cumulative
Period from Since
Inception Inception
(May 19, 2000) (May 19, 2000)
to Development
September 30, 2000 Stage
-------------------- ---------------

REVENUES $ - $ -
Event Production 1,329,06 1,329,062
Technical Development 66,771 66,771
Marketing and Advertising 1,366,568 1,366,568
General and Administrative 1,391,766 1,391,766
Interest Expense 30,331 30,331
Loss on Settlement of Contact 128,035 128,035
TOTAL EXPENSES 4,312,533 4,312,533

NET LOSS $ (4,312,533) $ (4,312,533)

BASIC AND DILUTED LOSS PER SHARE $ (0.29)

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

F-3

Deficit
Accumulated
Since
Inception
(May 19, 2000)
Common Stock Accumulated Development
Shares Value Deficit Stage

BALANCE AT MAY 19, 2000 - $ - $ - $ -

May 19, 2000 Issuance of Common Shares
for Payment of Accounts Payable 10 276,017
723,983

1,500,000 to 1 split of common stock 14,999,990 -

Net Loss (4,312,533) (4,312,533)

BALANCE AT SEPTEMBER 30, 2000 15,000,000 $1,000,000 $(4,312,533) . $(4,312,533)

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

F-4

EVOLUTION USA, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (MAY 19, 2000) TO SEPTEMBER 30, 2000

Cumulative
Period from Since
Inception Inception
(May 19, 2000) (May 19, 2000)
to Development
September 30, 2000 Stage

CASH FLOWS FROM OPERATING ACTIVITIES :
- --------------------------------------

NET LOSS $ (4,312,533) $ (4,312,533)

Adjustments used to reconcile net income to net cash
provided by (used in) operating activities:

Depreciation and Amortization 14,042 14,042
Currency translation adjustment - -

Changes in operating assets and liabilities:
(Increase) Decrease in Inventory (239,245) (239,245)
(Increase) Decrease in Prepaid Expenses
and Other Current Assets (367,665) (367,665)
Increase (Decrease) in Accounts Payable 2,095,398 2,095,398
Increase (Decrease) in Accrued Interest 30,331 30,331
NET CASH USED IN OPERATING ACTIVITIES (2,779,672) (2,810,003)

CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------

Acquisition of property and equipment (306,765) (306,765)
Increase in Deposits (113,414) (113,414)
Increase in Restricted Cash (30,000) (30,000)
Investment in Teton Gravity Research, Inc. (150,000) (150,000)
NET CASH USED IN INVESTING ACTIVITIES (600,179) (600,179)

CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------

Capital Contibuted by Shareholder 1,000,000 1,000,000
Issuance of Notes Payable - Shareholder 2,387,031 2,387,031
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,387,031 3,387,031

Net Increase in Cash and Cash Equivalents 7,181 (23,150)
Cash and Cash Equivalents - Beginning of Period - -
Cash and Cash Equivalents - End of Period $ 7,181 $ (23,150)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid during the year for:
Interest $ - $ -
Franchise and income taxes $ - $ -

The accompanying notes are an integral part of these financial statements

F-5

EVOLUTION USA, INC.
-------------------
(A Development Stage Company)
-----------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
FOR THE PERIOD MAY 19, 2000 (INCEPTION) TO SEPTEMBER 30, 2000
-------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------------------

This summary of accounting policies for Evolution USA. Inc. and
subsidiaries is presented to assist in understanding the Company's financial
statements. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.

Organization and Basis of Presentation
- ------------------------------------------

The Company was incorporated under the laws of the State of Washington on
May 19, 2000 under the name of Evolution U.S., Inc. At a special shareholder's
meeting held June 21, 2000, the Corporation's name was changed to Evolution USA,
Inc. Since May 19, 2000, the Company is in the development stage, and has not
commenced planned principal operations.

The Company's executive offices are in Los Angeles, California, USA and
Vancouver, B.C. Canada. The Company is principally engaged in the fashion and
merchandising business and entertainment industries in the United States and
Canada with the objective of building brand recognition with products and
services directed at the 13-30 age group.

Nature of Business
- --------------------

The Company is in the fashion and merchandising business and entertainment
industries in the United States and Canada with the objective of building brand
recognition with products and services directed at the 13-30 age group.

On September 12, 2000, the Company initiated it's event operations by
hosting, in conjunction with the Latin Grammy Awards, "Latin Style", a fashion
show which also represented the announced "soft" launch of it's web-site
www.evolution.tv. The Company was organized as a vehicle to seek merger or
- ----------------
acquisition candidates to augment it's internally developed operations. The
Company intends to position itself to evolve into a vertically integrated,
diversified global media and merchandising company. The Company intends to
acquire a number of diversified entertainment and merchandising companies that
will allow for the pursuit of opportunities currently available in the global
marketplace.

The Company anticipates generating revenues from several sources,
including, merchandising, production of new feature films and programming of
extreme sports events for both traditional media as well as new media
(broadband), as well as expanding into other areas of the entertainment industry
that are synergistic with it's key markets.

F-6

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

The consolidated financial statements include the accounts of Evolution
USA, Inc. and its wholly-owned subsidiaries, Evolution Acquisition Corporation,
Evolution Television, Inc., Evotique, Inc., Evolution Agency, Inc.,
evolutionmodels, Inc., and Evolution Talent Agency, Inc. All significant
inter-company accounts and transactions have been eliminated.

a) Inventory

Inventories, comprising apparel and merchandise for the Company's catalog
and e-commerce operations, is stated at the lower of cost or market, cost being
determined on the first-in, first-out (FIFO) method.

b) Investments

The Company carries its investment in Teton Gravity Research at cost. In
the event that it's investment becomes impaired, the Company will record a
valuation allowance to reflect such impairment

Advertising Expense
- --------------------

Advertising costs are expensed when the services are provided.

Cash and Cash Equivalents
- ----------------------------

For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates
- ----------------------------

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

F-7

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------------------
(Continued)
- -----------

Foreign Currency Translation
- ------------------------------

The functional currency of the Company is both Canadian and United States
dollars. Balance sheet accounts are translated to U.S. dollars at the current
exchange rate as of the balance sheet date. Income statement items are
translated at average exchange rates during the period. The resulting
translation adjustment is recorded as a separate component of stockholders'
equity.

Property and Equipment
- ------------------------

Property and equipment is stated at cost. Depreciation is provided in
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated service lives, principally on a straight-line basis from 3 to 5
years.

Upon sale or other disposition of property and equipment, the cost and
related accumulated depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

Expenditures for maintenance and repairs are charged to expense as
incurred. Major overhauls and betterments are capitalized and depreciated over
their useful lives.

Loss per Share
- ----------------

The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
-------------- ------------- ----------
(Numerator) (Denominator)

For the Period May 19, 2000 (inception)
---------------------------------------
to September 30, 2000
----------------------
BASIC LOSS PER SHARE
Loss to common shareholders $ (4,312,533) 15,000,000 $ (0.29)
-------------- ------------- ----------

The effect of outstanding common stock equivalents would be anti-dilutive
for September 30, 2000 and are thus not considered.

F-8

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- --------------------------------------------------------------------------------

Intangible Assets
- ------------------

Software and website rights were purchased and/or developed for internal-use and
are amortized on a straight-line basis over three to five years. Software
rights are capitalized after preliminary project stage is completed.
Capitalization of computer software cost is discontinued when the computer
software product is substantially complete and ready for its intended use. Cost
for maintenance and support are charged to expense when incurred. Management
regularly assesses the carrying amount of intangible assets and where, in their
opinion, the value is less than the carrying amount, the loss is recognized
immediately. Unamortized computer software costs that have been capitalized are
reported at net realizable value. The Company identifies and records impairment
losses on intangible assets when events and circumstances indicate that such
assets might be impaired. The Company considers factors such as significant
changes in the regulatory or business climate and projected future cash flows
from the respective asset. Impairment losses are measures as the amount by
which the carrying amount of intangible asset exceeds its fair value.

NOTE 2 - INCOME TAXES
- -------------------------

In accordance with SFAS 109, the Company accounts for income taxes under
the liability method. Under this method, deferred tax assets and liabilities
are determined based on differences between the financial statement reporting
and the tax bases of the assets and liabilities, and are measured at the enacted
tax rates that will be in effect when the differences are expected to reverse.
Such differences principally arise from the timing of income and expense
recognition for accounting and tax purposes.

The application of SFAS 109 does not have any material effect on the
assets, liabilities, or operations for the periods presented in these financial
statements. Deferred tax assets arising from the Company's net operating loss
carryforwards have been fully offset by a valuation allowance.

At September 30, 2000, the Company has net operating loss carryforwards for
income tax purposes of approximately $4,000,000 which are available to offset
future taxable income. The Company's utilization of these carryforwards may be
restricted due to changes in ownership during the year. The components of the
deferred tax asset as of September 30, 2000 are as follows:

F-9

EVOLUTION USA, INC.
---------------------
(A Development Stage Company)
--------------------------------
NOTES TO FINANCIAL STATEMENTS
--------------------------------
FOR THE PERIOD MAY 19, 2000 (INCEPTION) TO SEPTEMBER 30, 2000
-------------------------------------------------------------
(Continued)
-----------

NOTE 2 - INCOME TAXES (Continued)
- --------------------------------------
September
30,
------------------
2000
------------------
Deferred Tax Asset:
Net operating loss carryforward $ -
- ------------------------------------
Valuation Allowance
------------------

Net Deferred Tax Asset $ -
==================

NOTE 3 - DEVELOPMENT STAGE COMPANY
- ---------------------------------------

The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.

NOTE 4 - COMMITMENTS
- -----------------------

As of September 30, 2000 the majority of activities of the Company have
been conducted by corporate officers from either their homes or business
offices. Currently, there are no outstanding debts owed by the company for the
use of these facilities and there are no commitments for future use of the
facilities.

The Company leases office premises under a lease expiring in October 2003.
The Company leases office equipment under a lease expiring August 22, 2000.
Future minimum lease payments over the next five years are as follows:

Equipment Real Property
--------- -------------
2001 $ 2,496 $ 230,772
2002 - 230,772
2003 - 195,189
2004 - 73,700
2005 - -
--------------- ------------------
Total $ 2,496 $ 730,433
--------------- ------------------

F-10

NOTE 4 - COMMITMENTS (continued)
- ------------------------------------

The leases generally provides that insurance, maintenance and tax expenses are
obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties.

Rent expense for September 30, 2000 was $66,529.

In July 2000, the Company entered into an agreement with Vogue Magazine to
co-sponsor various fashion events and produce advertising inserts to be placed
in Vogue Magazine. The Agreement requires that the Company pay approximately
$1.5 million to Vogue for such rights. These payments are exclusive of any
production costs related to such events and advertising.

2. The Grammy Foundation
Also in July 2000, the Company entered into a three-year agreement with the
Grammy Foundation to produce the fashion shows in conjunction with the
Foundation's annual Grammy Awards and Latin Grammy Awards honoring performing
recording artists. In consideration for the exclusive right to produce and
broadcast these shows, the Company is obligated to pay $250,000 per year for a
general sponsorship to the Grammy Foundation, $175,000 per year for 2 years with
respect to the Women in Music Program, $100,000 per event as a guaranteed
advance prior to each event.

3. Teton Gravity Research
In August 2000, the Company entered into an agreement with Teton Gravity
Research, Inc., ("TGR") an extreme sports production company and catalog
operation. The agreement provides for the Company to acquire 5% of the
outstanding common stock of TGR for $400,000, and an option to acquire another
15% for an amount to be determined based upon a valuation of TGR. In Addition,
the parties have agreed to create a joint venture whereby TGR is to provide
content in the form of extreme sports films and merchandise for the Company's
catalog and web-site, and the Company will fund all costs of the venture. The
amount of funding has not been agreed to as of the financial statement date. As
of September 30, 2000 the Company is obligated to pay $250,000 to be applied to
the purchase of the 5% investment.

4. Company Model Management
In July 2000, the Company agreed to acquire the assets and talent
contracts, subject to model obligations, of Company Model Management, Inc., a
leading model agency. In October 2000, the Company determined that it would not
be in its best interests to consummate the acquisition and terminated the
agreement. The Company and Company Model Management are in negotiations to

F-11

NOTE 4 - COMMITMENTS (continued)
- ------------------------------------

settle with respect to the financial implications of the agreement. In
accordance with Financial Accounting Standards Board Statement Number 5, the
Company has provided for a loss of $100,000 based upon a proposed settlement
amount submitted to Company Model Management.

NOTE 6 - NOTES PAYABLE - AFFILIATE.
- -----------------------------------------

The Company has borrowed $2,387,031 from Evolution Management, Inc. the
general partner of the Company's principal stockholder, which borrowings were
used to support startup operations. The borrowings are evidenced by promissory
notes which are due as follows:

March 31, 2001 $ 500,000
March 31, 2002 $ 1,887,031

Interest is due in arrears at the rate of prime plus 1 per cent. Accrued
interest of $30,331 is included in accrued interest on the balance sheet as of
September 30, 2000.

NOTE 6 - MERGER
- ------------------

On September 11, 2000 the Company entered into a Letter of Intent with Nascent
Technologies, Inc. ("Nascent") (a public company). The Letter of Intent provides
for companies to merge in a share exchange. The existing stockholders of Nascent
will retain .7% of the merged company with Evolution stockholders owning 99.3%.
The acquisition will be reported as a reverse acquisition with Evolution being
the survivor for accounting purposes

F-12

Nascent Technology, Inc.

INDEPENDENT AUDITOR'S REPORT

September 30, 2000

Independent Auditor's Report . . . . . . . . . . . . . . . . . . . F-1

Condensed Balance Sheets as of December 31, 1999
and September 30, 2000 . . . . . . . . . . . . . . . . . . . . F-2

Condensed Statements of Operations for the Three and
Nine Month Periods Ended September 30, 2000 and 1999 . . . F-3

Condensed Statements of Cash Flows for the Nine Month
Periods Ended September 30, 2000 and 1999 . . . . . . . . . F-4

Notes to Unaudited Condensed Financial Statements. . . . . . F-5

INDEPENDENT ACCOUNTANTS' REPORT

Nascent Technology, Inc.
(A Development Stage Company)

We have reviewed the accompanying balance sheets of Nascent Technology,
Inc. (a development stage company) as of September 30, 2000 and December 31,
1999, and the related statements of operations for the three and nine month
periods ended September 30, 2000 and 1999, and cash flows for the nine month
periods ended September 30, 2000 and 1999. These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statement taken as a
whole. Accordingly, we do not express such an opinion.

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

Respectfully submitted

/s/ Robison, Hill & Co.
------------------------------
Certified Public Accountants

Salt Lake City, Utah
November 3, 2000

F-1

NASCENT TECHNOLOGY, INC.
_______________________

(A Development Stage Company)
_______________________

BALANCE SHEETS
_______________________

September 30, December 31,
2000 1999
--------------- --------------

ASSETS: $ - $ -
=============== ==============

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Account Payable $ 338 $ -
=============== ==============

Total Liabilities

Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000 shares,
Issued 1,000,000 Shares at September 30, 2000
and December 31, 1999 1,000 1,000
Paid-In Capital 1,325 350
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development Stage (1,463) (150)
--------------- --------------

Total Stockholders' Equity (338) -
--------------- --------------

Total Liabilities and
Stockholders' Equity $ $ -
=============== ==============

See accompanying notes and accountants' report.

F-2

NASCENT TECHNOLOGY, INC.
_________________________

(A Development Stage Company)
_________________________

STATEMENTS OF OPERATIONS
_________________________

Cumulative
For the For the since October 20,
Three Months Nine Months 1999
Ended Ended Inception of
September 30, September 30, Development Stage
----------------- ------------------ -----------------
2000 1999 2000 1999 2000 1999
------- -------- -------- -------- -------- -------

Revenues $ - $ - $ - $ - $ -

Expenses
General and Administrative $ (378) $ - $(1,313) $ - 1,463
------- -------- -------- -------- --------

Net Loss $ (378) $ - $(1,313) $ - $(1,463)
======= ======== ======== ======== ========

Basic & Diluted loss per share $ - $ - $ $ -
======= ======== ======== ========

F-3

NASCENT TECHNOLOGY, INC.
_________________________

(A Development Stage Company)
_________________________

STATEMENTS OF CASH FLOWS
_________________________

Cumulative
Since October 20,
1999
Inception of
For the nine months ended Development
September 30, Stage
-------------------------- -----------------
2000 1999
---------- --------------

CASH FLOWS FROM OPERATIONS
- --------------------------

ACTIVITIES
- ----------
Net Loss $ (1,311) $ - $ (1,463)
Increase (Decrease) in Accounts Payable 338 - (138)
---------- -------------- -----------------

Net Cash Used in operating activities (975) $ $ (1,325)
---------- -------------- -----------------

CASH FLOWS FROM INVESTING
- -------------------------
ACTIVITIES:
- -----------
Net cash provided by investing activities - - -
---------- -------------- -----------------

CASH FLOWS FROM FINANCING
- -------------------------
ACTIVITIES:
- -----------
Capital contributed by shareholder 975 1,325
---------- -----------------
Net Cash Provided by
Financing Activities 975 - 1,325
---------- -------------- -----------------

Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
---------- -------------- -----------------

Cash and Cash Equivalents
at End of Period $ - $ - $ -
========== ============== =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
- ----------------------------------------------------
Cash paid during the year for:
Interest $ - $ - $ -
---------- -------------- -----------------
Franchise and income taxes $ - $ - $ 75

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
- -------------------------------------------------------------------------

See accompanying notes and accountants' report.

F-4

NASCENT TECHNOLOGY, INC.
-------------------------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
---------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------------------

This summary of accounting policies for Nascent Technology, Inc. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

The unaudited financial statements as of September 30, 2000 and for
the three and nine months then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
nine months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.

Organization and Basis of Presentation
- ------------------------------------------

The Company was incorporated under the laws of the State of Nevada on
July 25 1997. The Company ceased all operating activities during the period
from July 25 1997 to October 20, 1999 and was considered dormant. Since
October 20, 1999, the Company is in the development stage, and has not commenced
planned principal operations.

Nature of Business
- --------------------

The Company has no products or services as of September 30, 2000. The
Company was organized as a vehicle to seek merger or acquisition candidates.
The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company.

Cash and Cash Equivalents
- ----------------------------

F-5

Pervasiveness of Estimates
- ----------------------------

Loss per Share
- ----------------

The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:

F-6

NASCENT TECHNOLOGY, INC.
--------------------------
(A Development Stage Company)
--------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
----------------------------------------------------------------------
(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------------------
(CONTINUED)
Income Shares Per-Share
------------ ------------- Amount
(Numerator) (Denominator) ------------

For the three months ended September 30, 2000
---------------------------------------------

BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders $ (352) 1,000,000 $ -
============ ============= ============

For the nine months ended September 30, 2000

BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders $ (1,287) 1,000,000 $ -
============ ============= ============

For the three months ended September 30, 1999
BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders $ - 1,000,000 $ -
============ ============= ============

For the nine months ended September 30, 1999
BASIC & DILUTED LOSS PER SHARE
Loss to common shareholders $ - 1,000,000 $ -
============ ============= ============

The effect of outstanding stock equivalents are anti-dilutive for
September 30, 2000 and 1999 and are thus not considered.

F-7

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

Certain reclassifications have been made in the 1999 financial Statements
to conform with the September 30, 2000 presentation.

NOTE 2 - INCOME TAXES
- -------------------------

As of September 30, 2000, the Company has a net operating loss carryforward
for income tax reporting purposes of approximately $2,000 that may be offset
against future taxable income through 2011. Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
change the carry-forwards will expire unused. Accordingly, the potential tax
benefits of the loss carry-forwards are offset by a valuation allowance of the
same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY
- ---------------------------------------

The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.

F-8

NOTE 4 - COMMITMENTS
- -----------------------

As of September 30, 2000 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the Company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT
- ------------------------

On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split,
999,000 shares were issued. All references in the accompanying financial
statements to the number of common shares and per-share amounts for 1999 have
been restated to reflect the stock split.

F-9

EXPERTS

The financial statements of Evolution for the period from inception (May
20, 2000) to September 30, 2000, included in this proxy statement/prospectus
have been audited by Robison, Hill and Company, and have been so included in
reliance on the report of Robison, Hill and Company, independent accountants,
given on their authority as experts in auditing and accounting.

VALIDITY OF EVOLUTION'S COMMON STOCK

The validity of the common stock subject to this offering will be passed
upon for Evolution by Monahan & Biagi, PLLC, Seattle, Washington, counsel to
Evolution.

-20-

APPENDIX A

PLAN OF MERGER
MERGING
NASCENT TECHNOLOGY, INC., A NEVADA CORPORATION
INTO
EVOLUTION USA, INC., A WASHINGTON CORPORATION

1. PARTIES TO THE MERGER; EFFECTIVE DATE. Pursuant to the provisions
of the Washington Statutes, Nascent Technology, Inc., a Nevada corporation,
shall be merged with and into Evolution USA, Inc., a Washington corporation.
Evolution shall be the surviving corporation. The merger ("Merger") shall
become effective at such time (the "Effective Time") on the date (the "Effective
Date") that the articles of merger are filed with the Secretary of State of
Washington.

2. CLOSING. The closing of the merger contemplated by this Agreement
shall take place on or before January 30, 2001, at the offices of Troutman
Sanders Mays & Valentine, L.L.P., 1660 International Drive, Suite 600, McLean,
Virginia 22102, or at such other date and place as the parties may mutually
agree. The actual date of such closing is referred to herein as the "Closing."

2A. EFFECT OF THE MERGER. From and after the Effective Time, (i)
Evolution shall continue its corporate existence as a Washington corporation and
the separate existence of Nascent shall cease; (ii) the corporate
charter/articles of incorporation and bylaws of Evolution in effect immediately
prior the Effective Time shall continue to be its charter/articles of
incorporation and bylaws until amended or repealed in a manner provided by law;
and (iii) each of the directors and officers of Evolution in office immediately
prior to the Effective Time shall continue to be the directors and officers of
Evolution, if they have not resigned as of the Effective Time, until their
respective successors are duly elected or appointed.

2B. CONVERSION OF OUTSTANDING SHARES. Each share of Nascent Common
Stock that is issued and outstanding immediately prior to the Effective Time
will, by virtue of the merger of Nascent and Evolution, at the Effective Time,
and without any further action on the part of either Nascent and Evolution or
any holder of outstanding Common Stock, be cancelled and extinguished and
automatically converted into fifteen (15) shares of validly issued, fully paid
and nonassessable Evolution Series A Voting Common Stock.

All outstanding certificates for shares of either Nascent or Evolution
shall be recognized as shares of the surviving, merged corporation, provided
that holders of shares of either corporation may submit their certificates to
Evolution for re-issuance if they desire to do so.

2C. CANCELLATION OF CERTAIN NASCENT SHARES. Each share of Nascent
Common Stock which is, immediately prior to the Effective Time, held in the
treasury of Nascent or held by any direct or indirect wholly-owned subsidiary of
Nascent shall be canceled and extinguished without any conversion thereof. In
addition, 793,333 shares of Nascent Common Stock held by Daniel L. Hodges,
President and sole Director of Nascent, shall be canceled and extinguished
without any conversion thereof (the "Cancellation Shares"). Upon approval of
the Merger by the Nascent shareholders and prior to the Closing, the
cancellation of the Cancelled Shares shall be deemed to have occurred and to
have been effective prior to the Closing without any further act by Daniel L.
Hodges or by Nascent other than the approval of the Merger by the Nascent
shareholders.

- 1 -

2D. ADJUSTMENTS FOR CAPITAL CHANGES. The fifteen-for-one conversion of
shares of Nascent Common Stock into Evolution Series A Voting Common Stock is
based upon the assumption that just prior to such conversion, as provided for in
2B, there are exactly 206,667 shares of Nascent Common Stock outstanding and
that there are no outstanding rights (e.g., warrants or options) to acquire
Nascent Common Stock or any other securities convertible into Nascent Common
Stock. If, immediately prior to the Effective Time, the foregoing assumption is
not correct, then the applicable ratio for the conversion of Nascent Common
Stock into Evolution Common Stock will be adjusted appropriately so as to result
in the holders of Nascent Common Stock (and any rights to acquire Nascent Common
Stock) receiving (or having the right to receive) a total of three million one
hundred five thousand (3,105,000) shares of Evolution Series A Voting Common
Stock.

3. REPRESENTATIONS OF EVOLUTION. Evolution hereby represents and
------------------------------
warrants to Nascent that:

3.1 Due Incorporation, etc. Evolution is duly incorporated, validly
-------------------------
existing and in good standing under the laws of the State of Washington and has
all requisite power and authority to execute and deliver this Agreement and to
perform the obligations to be performed by it hereunder. Neither the execution
or delivery of this agreement nor the performance by Evolution hereof will
constitute a breach of or default under the governing instruments of Evolution
or any agreement, instrument, indenture, judgment or decree to which Evolution
is a party or by which it is bound. Prior to the Closing, all consents and
approvals, if any, required to be obtained by Evolution for its performance
hereunder will have been obtained.

3.2 Due Execution, Validity and Effect. This Agreement has been duly
------------------------------------
authorized, executed and delivered by Evolution and, assuming the due
authorization, execution and delivery by Nascent, this Agreement constitutes the
valid, legal and binding obligation of Evolution, enforceable in accordance with
its terms, except to the extent that enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of
creditors' rights generally.

3.3 Title to the Shares. At Closing, Evolution shall deliver the
----------------------
shares of its Common Stock, with legal and valid title thereto, free and clear
of all liens, charges, pledges, claims and encumbrances of any kind or nature
whatsoever, other than those created by this agreement.

3.4 Board Approval. The Board of Directors of Evolution has duly
---------------
approved the merger contemplated by this agreement.

3.5 Full Disclosure. No representation or warranty made by Evolution
----------------
in this Agreement and no certificate or document furnished or to be furnished to
Nascent pursuant to this Agreement contains or will contain any untrue statement
of a material fact, or omits or will omit to state a material fact necessary to
make the statements contained herein or therein not misleading.

- 2 -

4. REPRESENTATIONS OF NASCENT. Nascent represents and warrants to
Evolution that:

4.1 Due Incorporation, etc. Nascent is duly incorporated, validly
-------------------------
existing and in good standing under the laws of State of Nevada and has all
requisite power and authority to execute and deliver this Agreement and to
perform the obligations to be performed by it hereunder. Neither the execution
or delivery of this Agreement nor the performance by Nascent hereof will
constitute a breach of or default under the governing instruments of Nascent or
any agreement, instrument, indenture, judgment or decree to which Nascent is a
party or by which it is bound. Prior to the Closing, all consents and
approvals, if any, required to be obtained by Nascent for its performance
hereunder will have been obtained.

4.2 Due Execution, Validity and Effect. This Agreement has been duly
------------------------------------
authorized, executed and delivered by Nascent and, assuming the due
authorization, execution and delivery by Evolution, this Agreement constitutes
the valid, legal and binding obligation of Nascent, enforceable in accordance
with its terms, except to the extent that enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of
creditors' rights generally.

4.3 Full Disclosure. No representation or warranty made by Nascent in
----------------
this Agreement and no certificate or document furnished or to be furnished to
Evolution pursuant to this agreement contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.

4.4 Board Approval. The Board of Directors of Nascent has duly
---------------
approved the merger contemplated by this Agreement.

4.5 Accuracy of Financial Statements. Without limiting the generality
---------------------------------
of section 4.3, Full Disclosure, Nascent warrants and represents that the
Nascent Financial Statements for the period ended September 30, 2000, as
supplied to Evolution as will be filed with the SEC with a Form S-4 Registration
Statement are true and correct and fairly represent the financial condition of
Nascent, that there are no known liabilities (after due inquiry), liquidated or
un-liquidated, that are not reflected in such statements, and that there have
been no material, adverse developments since the end of the period covered by
the financial statements.

5. CERTAIN FEES. Neither party has incurred any liability for any
brokers' or finders' fees or commissions in connection with the merger
contemplated by this Agreement for which the other party is or would be liable.
Each of the parties agree to indemnify and hold harmless the other from and
against any commission, fee or claim of any person employed or retained by it to
bring about the merger contemplated hereby or to represent it in connection
therewith.

6. CONDITIONS TO OBLIGATIONS OF THE PARTIES. All obligations of the
parties under this agreement are subject to the fulfillment or satisfaction,
prior to or at Closing, of each of the following conditions precedent (all of
which may be waived):

- 3 -

(a) As promptly as practicable after the execution of this Agreement,
Nascent will prepare a Proxy Statement to its shareholders to solicit their
votes approving the Merger, and Nascent and Evolution will prepare and Nascent
will file with the SEC the Registration Statement in which the Proxy Statement
will be included as a prospectus. Each of Nascent and Evolution will respond to
any comments of the SEC, will use its respective best efforts to have the
Registration Statement declared effective under the Securities Act as promptly
as practicable after such filing and Nascent and Evolution will cause the Proxy
Statement to be mailed to each of its shareholders (as applicable and to the
extent required by applicable law) at the earliest practicable time. As promptly
as practicable after the date of this Agreement, Nascent and Evolution will
prepare and file any other filings required under the Exchange Act, the
Securities Act or any other Federal, foreign or Blue Sky laws or the rules and
regulations of the National Association of Securities Dealers, Inc. (the "NASD")
relating to the Merger and the transactions contemplated by this Agreement (the
"Other Filings"). Each party will notify the other party promptly upon the
receipt of any comments from the SEC or its staff and of any request by the SEC
or its staff or any other government officials for amendments or supplements to
the Registration Statement, the Proxy Statement or any Other Filing or for
additional information and will supply the other party with copies of all
correspondence between such party or any of its representatives, on the one
hand, and the SEC, or its staff or any other government officials, on the other
hand, with respect to the Registration Statement, the Proxy Statement, the
Merger or any Other Filings . The Proxy Statement, the Registration Statement
and the Other Filings will comply in all material respects with all applicable
requirements of law and the rules and regulations promulgated thereunder.
Whenever any event occurs which is required to be set forth in an amendment or
supplement to the Proxy Statement, the Registration Statement or any Other
Filings, Nascent or Evolution, as the case may be, will promptly inform the
other party of such occurrence and cooperate in filing with the SEC or its staff
or any other government officials, and/or mailings to shareholders of Nascent or
shareholders of Evolution, such amendment or supplement.

(b) The Proxy Statement will also include the recommendation of the
Board of Directors of Nascent in favor of the adoption and approval of this
Agreement and approval of the Merger.

(c) Meeting Of Shareholders. Promptly after the date hereof, Nascent
-------------------------
will take all action necessary in accordance with applicable law and its
Articles of Incorporation and Bylaws to convene a Shareholders' Meeting to be
held as promptly as practicable, for the purpose of voting upon this Agreement
and the Merger. Nascent will take all other actions necessary or advisable to
secure the vote or consent of its shareholders required by Nevada Law and all
other applicable legal requirements to obtain such approval.

(d) Registration Statement Effective; Proxy Statement. The SEC shall
---------------------------------------------------
have declared the Registration Statement effective. No stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose, and no similar proceeding in respect
of the Proxy Statement shall have been initiated or threatened in writing by the
SEC.

(e) Each of the representations and warranties of the parties herein
being true and correct in all material respects on the date hereof and as of the
Closing, and each of the parties having performed or complied with all
agreements and covenants contained in this agreement to be performed or complied
with by either party, as the case may be, prior to or at the Closing;

- 4 -

(f) neither Evolution nor Nascent's being precluded by an order or
preliminary or permanent injunction of a court of competent jurisdiction from
consummating the merger pursuant to this Agreement (each party agreeing to use
its reasonable best efforts to have any such injunction lifted); and

(g) there not having been any statute, rule or regulation enacted or
promulgated by any government body or agency after the date hereof which is
applicable to the merger pursuant to this Agreement which would render the
consummation of the merger illegal.

7. SURVIVAL OF REPRESENTATIONS, ETC. All representations, warranties
and agreements made herein shall survive any investigation made by Evolution and
Nascent and shall survive the Closing.

8. TERMINATION. This Agreement may be terminated:

(a) on the date specified in a writing executed by Nascent and
Evolution;

(b) by Nascent, upon written notice to Evolution, if any representation
or warranty made in this agreement by Evolution shall have been false or
incorrect in any material respect when made or shall have become false or
incorrect in any material respect thereafter, of if Evolution shall fail to
perform or observe any material covenant or agreement made by Evolution in this
Agreement; or

(c) by Evolution, upon written notice to Nascent, if any representation
or warranty made in this agreement by Nascent shall have been false or incorrect
in any material respect when made or shall have become false or incorrect in any
material respect hereafter, or if Nascent shall fail to perform or observe any
material covenant or agreement made by Nascent in this Agreement.

(d) By either Nascent or Evolution if the Merger shall not have been
consummated by January 31, 2001; PROVIDED, HOWEVER, that the right to terminate
this Agreement under this Section 9.4 shall not be available to any party whose
action or failure to act has been a principal cause of or resulted in the
failure of the Merger to occur on or before such date and such action or failure
to act constitutes a breach of this Agreement;

(e) By either Nascent or Evolution if a governmental entity shall have
issued an order, decree or ruling or taken any other action, in any case having
the effect of permanently restraining, enjoining or otherwise prohibiting the
Merger, which order, decree or ruling is final and nonappealable.

- 5 -

9. MISCELLANEOUS.

9.1 Binding Effect; Assignment. This Agreement shall inure to the
----------------------------
benefit of and be binding upon the parties hereto, their respective legal
representatives and successors. This Agreement may not be assigned.

9.2 Further Assurances, Cooperation. Each party shall, upon reasonable
-------------------------------
request by the other party, execute and deliver any additional documents
necessary or desirable to complete the merger pursuant to and in the manner
contemplated by this agreement. The parties hereto agree to cooperate and use
their respective best efforts to consummate the transactions contemplated by
this Agreement.

9.3 Entire Agreement; Absence of Representation. This Agreement
-----------------------------------------------
constitutes the entire agreement between the parties hereto and supersedes all
prior arrangements, understandings, and agreements, oral or written, between the
parties hereto with respect to the subject matter hereof. Nascent and Daniel L.
Hodges acknowledges that in acquiring the securities in the merger hereunder, it
and each of them has relied only upon the representations and warranties
expressly made in this Agreement and that no other statements, representations
or warranties, oral or written, expressed or implied, have been made or relied
upon in connection with such acquisitions or as an inducement therefor.

9.4 Execution in Counterparts. This Agreement may be executed in
---------------------------
counterparts, each of which shall be deemed an original and all of which shall
be deemed to be one and the same instrument.

9.5 Notices. All notices, requests, permissions, waivers and
-------
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered in person, by telegram, telex, facsimile transmission
or by mail (registered or certified mail, postage prepaid, return receipt
requested) to the respective parties at the following respective addresses or to
such other addresses as any party hereto shall specify in a notice to the other
parties hereto in accordance with the terms hereof:

If to Nascent: Attention: Daniel L. Hodges
Nascent Technologies
5505 N. Indian Trail
Tucson, Arizona 85750
Facsimile Transmission: (609) 390-3050

If to Evolution Attention: George Fleming
6100 Wilshire Boulevard
Suite 201
Los Angeles, California 90048
Facsimile Transmission: (323) 634-7799

- 6 -

With a copies (which shall not constitute notice) to:

Attention: David J. Levenson
Mays & Valentine, L.L.P.
1660 International Drive
Suite 600
McLean, Virginia 22102
Facsimile Transmission: (703) 734-4340

Attention: Jay Biagi
Monahan & Biagi PLLS
701 Fifth Avenue, Suite 5700
Seattle, WA 98149
Facsimile Transmission: (206) 587-5710

9.6 Amendments and Waivers. This Agreement may not be modified or
------------------------
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought.
Evolution may, by an instrument in writing, waive compliance by Nascent, with
any term or provision of this agreement on the part of any of them to be
performed or complied with. Nascent may, by an instrument in writing, waive
compliance by Evolution with any term or provision of this Agreement on the part
of Evolution to be performed or complied with. Any waiver of a breach of any
term or provision of this Agreement shall not be construed as a waiver of any
subsequent breach.

9.7 Headings; Severability. The headings contained in this Agreement
----------------------
are for convenience of reference only and shall not affect the interpretation or
construction hereof. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as in enforceable.

9.8 Governing Law. This Agreement shall be construed (both as to
--------------
validity and performance) and enforced in accordance with and governed by the
laws of the State of Washington applicable to agreements made and to be
performed wholly within such jurisdiction and without regard to conflicts of
laws.

10. Representations and Agreements of Daniel L. Hodges (as an
------------------------------------------------------------------------
individual) ("Hodges").
- -----------------------

10.1 To the best of Hodges' knowledge, as of the date of this
Agreement, there are no other equity interests in or rights to acquire equity
interests in Nascent other than 1,000,000 shares of Common Stock and he is the
owner of 800,000 of such shares with legal and valid title thereto, free and
clear of all liens, charges, pledges, claims and encumbrances of any kind or
nature whatsoever, other than those created by this Agreement (the "Hodges
Shares").

- 7 -

10.2 To the best of Hodges' knowledge, the warranties and
representations of Nascent contained in this Agreement are true and correct and
Hodges undertakes to notify Evolution if he has reason to believe any such
warranty or representation is not true and correct as of the date of Closing.

10.3 Hodges agrees that he will vote all of the Hodges Shares in favor
of the Merger at the Nascent shareholders' meeting called for that purpose and
to take such actions as are within his reasonable power as an officer and
shareholder of Nascent to achieve the completion of the Merger as contemplated
by this Agreement.

10.4 Upon approval of the Merger by the Nascent shareholders and prior
to the Closing, Hodges agrees that all but 6,667 of the Hodges Shares shall be
cancelled (the "Cancelled Shares") and such cancellation shall be deemed to have
occurred and to have been effective prior to the Closing without any further act
by him or by Nascent other than the approval of the Merger by the Nascent
shareholders. At Closing, Hodges shall deliver the certificates for the Hodges
Shares (including the certificates for the Cancelled Shares) and shall accept in
exchange for such shares 105,000 shares of Evolution Series A Voting Common
Stock.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of this 14th day of December, 2000.

NASCENT TECHNOLOGIES

By: /s/ Daniel L. Hodges
--------------------------------
President

EVOLUTION USA, INC.

By: /s/ George Fleming
--------------------------------
President and Chief Executive
Officer

/s/ Daniel L. Hodges
--------------------------------
As an individual, with respect
to Section 10 only

- 8 -

APPENDIX B

RIGHTS OF DISSENTING OWNERS
NRS 92A.300 Definitions. As used in NRS 92A.300 inclusive, unless the context
otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335,
inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1995, 2086)

NRS 92A.305 "Beneficial stockholder" defined. "Beneficial stockholder" means a
person who is a beneficial owner of shares held in a voting trust or by a
nominee as the stockholder of record.

(Added to NRS by 1995, 2087)

NRS 92A.310 "Corporate action" defined. "Corporate action" means the action of a
domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.315 "Dissenter" defined. "Dissenter" means a stockholder who is entitled
to dissent from a domestic corporation's action under NRS 92A.380 and who
exercises that right when and in the manner required by NRS 92A.400 to 92A.480,
inclusive.

(Added to NRS by 1995, 2087; A 1999, 1631)

NRS 92A.320 "Fair value" defined. "Fair value," with respect to a dissenter's
shares, means the value of the shares immediately before the effectuation of the
corporate action to which he objects, excluding any appreciation or depreciation
in anticipation of the corporate action unless exclusion would be inequitable.

(Added to NRS by 1995, 2087)

NRS 92A.325 "Stockholder" defined. "Stockholder" means a stockholder of record
or a beneficial stockholder of a domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.330 "Stockholder of record" defined. "Stockholder of record" means the
person in whose name shares are registered in the records of a domestic
corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee's certificate on file with the domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.335 "Subject corporation" defined. "Subject corporation" means the
domestic corporation which is the issuer of the shares held by a dissenter
before the corporate action creating the dissenter's rights becomes effective or
the surviving or acquiring entity of that issuer after the corporate action
becomes effective.

- 1 -

(Added to NRS by 1995, 2087)

NRS 92A.340 Computation of interest. Interest payable pursuant to NRS 92A.300 to
92A.500, inclusive, must be computed from the effective date of the action until
the date of payment, at the average rate currently paid by the entity on its
principal bank loans or, if it has no bank loans, at a rate that is fair and
equitable under all of the circumstances.

(Added to NRS by 1995, 2087)

NRS 92A.350 Rights of dissenting partner of domestic limited partnership. A
partnership agreement of a domestic limited partnership or, unless otherwise
provided in the partnership agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the partnership interest of a
dissenting general or limited partner of a domestic limited partnership are
available for any class or group of partnership interests in connection with any
merger or exchange in which the domestic limited partnership is a constituent
entity.

(Added to NRS by 1995, 2088)

NRS 92A.360 Rights of dissenting member of domestic limited-liability company.
The articles of organization or operating agreement of a domestic
limited-liability company or, unless otherwise provided in the articles of
organization or operating agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the interest of a dissenting
member are available in connection with any merger or exchange in which the
domestic limited-liability company is a constituent entity.

(Added to NRS by 1995, 2088)

NRS 92A.370 Rights of dissenting member of domestic nonprofit corporation.

1. Except as otherwise provided in subsection 2, and unless otherwise provided
in the articles or bylaws, any member of any constituent domestic nonprofit
corporation who voted against the merger may, without prior notice, but within
30 days after the effective date of the merger, resign from membership and is
thereby excused from all contractual obligations to the constituent or surviving
corporations which did not occur before his resignation and is thereby entitled
to those rights, if any, which would have existed if there had been no merger
and the membership had been terminated or the member had been expelled.

2. Unless otherwise provided in its articles of incorporation or bylaws, no
member of a domestic nonprofit corporation, including, but not limited to, a
cooperative corporation, which supplies services described in chapter 704 of NRS
to its members only, and no person who is a member of a domestic nonprofit
corporation as a condition of or by reason of the ownership of an interest in
real property, may resign and dissent pursuant to subsection 1.

(Added to NRS by 1995, 2088)

NRS 92A.380 Right of stockholder to dissent from certain corporate actions and
to obtain payment for shares.

- 2 -

1. Except as otherwise provided in NRS 92A.370 and 92A.390, a stockholder is
entitled to dissent from, and obtain payment of the fair value of his shares in
the event of any of the following corporate actions:

(a) Consummation of a plan of merger to which the domestic corporation is a
party:

(1) If approval by the stockholders is required for the merger NRS 92A.120 to
92A.160inclusive, or the articles of incorporation and he is entitled to vote on
the merger; or

(2) If the domestic corporation is a subsidiary and is merged with its parent
under NRS 92A.180.

(b) Consummation of a plan of exchange to which the domestic corporation is a
party as the corporation whose subject owner's interests will be acquired, if he
is entitled to vote on the plan.

(c) Any corporate action taken pursuant to a vote of the stockholders to the
event that the articles of incorporation, bylaws or a resolution of the board of
directors provides that voting or nonvoting stockholders are entitled to dissent
and obtain payment for their shares.

2. A stockholder who is entitled to dissent and obtain payment under NRS 92A.300
to 92A.500, inclusive, may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to him or
the domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes or
series; action of stockholders not required for plan of merger.

1. There is no right of dissent with respect to a plan of merger or exchange in
favor of stockholders of any class or series which, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting at which the plan of merger or exchange is to be acted on, were either
listed on a national securities exchange, included in the national market system
by the National Association of Securities Dealers, Inc., or held by at least
2,000 stockholders of record, unless:

(a) The articles of incorporation of the corporation issuing the shares provide
otherwise; or

(b) The holders of the class or series are required under the plan of merger or
exchange to accept for the shares anything except:

(1) Cash, owner's interests or owner's interests and cash in lieu of fractional
owner's interests of:

(I) The surviving or acquiring entity; or

(II) Any other entity which, at the effective date of the plan of merger or
exchange, were either listed on a national securities exchange, included in the
national market system by the National Association of Securities Dealers, Inc.,
or held of record by a least 2,000 holders of owner's interests of record; or

(2) A combination of cash and owner's interests of the kind described in
sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).

- 3 -

2. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130.

(Added to NRS by 1995, 2088)

NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder.

1. A stockholder of record may assert dissenter's rights as to fewer than all of
the shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one person and notifies the subject corporation in
writing of the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different stockholders.

2. A beneficial stockholder may assert dissenter's rights as to shares held on
his behalf only if:

(a) He submits to the subject corporation the written consent of the stockholder
of record to the dissent not later than the time the beneficial stockholder
asserts dissenter's rights; and

(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.

(Added to NRS by 1995, 2089)

NRS 92A.410 Notification of stockholders regarding right of dissent.

1. If a proposed corporate action creating dissenters' rights is submitted to a
vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are or may be entitled to assert dissenters' rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.

2. If the corporate action creating dissenters' rights is taken by written
consent of the stockholders or without a vote of the stockholders, the domestic
corporation shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430.

(Added to NRS by 1995, 2089; A 1997, 730)

NRS 92A.420 Prerequisites to demand for payment for shares.

1. If a proposed corporate action creating dissenters' rights is submitted to a
vote at a stockholders' meeting, a stockholder who wishes to assert dissenter's
rights:

(a) Must deliver to the subject corporation, before the vote is taken, written
notice of his intent to demand payment for his shares if the proposed action is
effectuated; and

(b) Must not vote his shares in favor of the proposed action.

- 4 -

2. A stockholder who does not satisfy the requirements of subsection 1 and NRS
92A.400 is not entitled to payment for his shares under this chapter.

(Added to NRS by 1995, 2089; 1999, 1631)

NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to assert
rights; contents.

1. If a proposed corporate action creating dissenters' rights is authorized at a
stockholders' meeting, the subject corporation shall deliver a written
dissenter's notice to all stockholders who satisfied the requirements to assert
those rights.

2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:

(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;

(b) Inform the holders of shares not represented by certificates to what extent
the transfer of the shares will be restricted after the demand for payment is
received;

(c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;

(d) Set a date by which the subject corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date the
notice is delivered; and

(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

(Added to NRS by 1995, 2089)

NRS 92A.440 Demand for payment and deposit of certificates; retention of rights
of stockholder.

1. A stockholder to whom a dissenter's notice is sent must:

(a) Demand payment;

(b) Certify whether he acquired beneficial ownership of the shares before the
date required to be set forth in the dissenter's notice for this certification;
and

2. The stockholder who demands payment and deposits his certificates, if any,
before the proposed corporate action is taken retains all other rights of a
stockholder until those rights are canceled or modified by the taking of the
proposed corporate action.

3. The stockholder who does not demand payment or deposit his certificates where
required, each by the date set forth in the dissenter's notice, is not entitled
to payment for his shares under this chapter.

- 5 -

(Added to NRS by 1995, 2090; A 1997, 730)

NRS 92A.450 Uncertificated shares: Authority to restrict transfer after demand
for payment; retention of rights of stockholder.

1. The subject corporation may restrict the transfer of shares not represented
by a certificate from the date the demand for their payment is received.

2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are canceled or modified by the taking of the proposed corporate
action.

(Added to NRS by 1995, 2090)

NRS 92A.460 Payment for shares: General requirements.

1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of
a demand for payment, the subject corporation shall pay each dissenter who
complied with NRS 92A.440 the amount the subject corporation estimates to be the
fair value of his shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the district court:

(a) Of the county where the corporation's registered office is located; or

(b) At the election of any dissenter residing or having its registered office in
this state, of the county where the dissenter resides or has its registered
office. The court shall dispose of the complaint promptly.

2. The payment must be accompanied by:

(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
and the latest available interim financial statements, if any;

(b) A statement of the subject corporation's estimate of the fair value of the
shares;

(d) A statement of the dissenter's rights to demand payment under NRS 92A.480;
and

(e) A copy of NRS 92A.300 to 92A.500, inclusive.

(Added to NRS by 1995, 2090)

NRS 92A.470 Payment for shares: Shares acquired on or after date of dissenter's
notice.

1. A subject corporation may elect to withhold payment from a dissenter unless
he was the beneficial owner of the shares before the date set forth in the
dissenter's notice as the date of the first announcement to the news media or to
the stockholders of the terms of the proposed action.

- 6 -

2. To the extent the subject corporation elects to withhold payment, after
taking the proposed action, it shall estimate the fair value of the shares, plus
accrued interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The subject corporation
shall send with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a statement of
the dissenters' right to demand payment pursuant to NRS 92A.480.

(Added to NRS by 1995, 2091)

NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.

1. A dissenter may notify the subject corporation in writing of his own estimate
of the fair value of his shares and the amount of interest due, and demand
payment of his estimate, less any payment pursuant to NRS 92A.460, or reject the
offer pursuant to NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant to NRS 92A.460 or
offered pursuant to NRS 92A.470 is less than the fair value of his shares or
that the interest due is incorrectly calculated.

2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the subject corporation of his demand in writing within 30
days after the subject corporation made or offered payment for his shares.

(Added to NRS by 1995, 2091)

NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.

1. If a demand for payment remains unsettled, the subject corporation shall
commence a proceeding within 60 days after receiving the demand and petition the
court to determine the fair value of the shares and accrued interest. If the
subject corporation does not commence the proceeding within the 60-day period,
it shall pay each dissenter whose demand remains unsettled the amount demanded.

2. A subject corporation shall commence the proceeding in the district court of
the county where its registered office is located. If the subject corporation is
a foreign entity without a resident agent in the state, it shall commence the
proceeding in the county where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign entity was located.

3. The subject corporation shall make all dissenters, whether or not residents
of Nevada, whose demands remain unsettled, parties to the proceeding as in an
action against their shares. All parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more persons
as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to the same
discovery rights as parties in other civil proceedings.

- 7 -

5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:

(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or

(b) For the fair value, plus accrued interest, of his after-acquired shares for
which the subject corporation elected to withhold payment pursuant to NRS
92A.470.

(Added to NRS by 1995, 2091)

NRS 92A.500 Legal proceeding to determine fair value: Assessment of costs and
fees.

1. The court in a proceeding to determine fair value shall determine all of the
costs of the proceeding, including the reasonable compensation and expenses of
any appraisers appointed by the court. The court shall assess the costs against
the subject corporation, except that the court may assess costs against all or
some of the dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously or not in good faith
in demanding payment.

2. The court may also assess the fees and expenses of the counsel and experts
for the respective parties, in amounts the court finds equitable:

(a) Against the subject corporation and in favor of all dissenters if the court
finds the subject corporation did not substantially comply with the requirements
of NRS 92A.300 to 92A.500, inclusive; or

(b) Against either the subject corporation or a dissenter in favor of any other
party, if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith with respect to the
rights provided by NRS 92A.300 to 92A.500,inclusive.

3. If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.

4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters who are parties to the proceeding, in
amounts the court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.

5. This section does not preclude any party in a proceeding commenced pursuant
to NRS92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68 or NRS
17.115.

(Added to NRS by 1995, 2092)

- 8 -

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Article X of the Articles of Incorporation of the registrant authorizes the
registrant to indemnify any present or former director or officer to the fullest
extent not prohibited by the Washington Business Corporation Act (WBCA), public
policy or other applicable law. Sections 23B.8.510 and .570 of the WBCA
authorizes a corporation to indemnify its directors, officers, employees, or
agents in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including provisions permitting advances for
expenses incurred) arising under the Securities Act of 1933.

In addition, the registrant maintains directors' and officers' liability
insurance under which the registrant's directors and officers are insured
against loss (as defined in the policy) resulting from claims brought against
them for their wrongful acts in such capacities.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits:

The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:

Exhibit No. Document
------------ --------

3.(i) Articles of Incorporation
(ii) By-laws
4. Specimen stock certificate
5. Legal opinion of Monahon & Biagi
21. Subsidiaries of the Registrant
10.1 Employment Agreement dated September 1, 2000, by and
between Evolution USA, Inc. and George Fleming
10.2 Employment Agreement dated September 1, 2000, by and
between Evolution USA, Inc. and Gary Diamond
23.1 Consent of Monahan & Biagi (included in exhibit 5)
23.2 Consent of Robison, Hill & Co.
24. Power of Attorney (included on signature page)
99.1 Form of Proxy

(b) Financial Statement Schedules

Not applicable.

- 1 -

Item 22. Undertakings.

(a) Undertakings Required by Item 512 of Regulation S-K.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party which is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.

The Registrant undertakes that every prospectus (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II - 2

(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los Angles,
State of California, on December 14, 2000.

EVOLUTION USA, INC.

By: /s/ George Fleming
-------------------------------------
George Fleming
President and Chief Executive Officer

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POWER OF ATTORNEY

Each of the undersigned hereby appoints George Fleming and Gary L. Diamond
as attorneys and agents for the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned, to sign and file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, any and all amendments and exhibits to this Registration Statement and
any and all applications, instruments and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration of securities
covered hereby with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
/s/ George Fleming President and Chief Executive 12/14/00
- -------------------- Officer (Principal Executive Officer)
George Fleming Director

/s/ Gary L. Diamond Chief Financial Officer 12/14/00
- ---------------------- (Principal Accounting Officer and
Gary L. Diamond Principal Financial Officer)

II - 4

EXHIBIT INDEX

Exhibit No. Document
- ------------ --------

3.(i) Articles of Incorporation
(ii) By-laws
4. Specimen stock certificate
5. Legal opinion of Monahon & Biagi
10.1 Employment Agreement dated September 1, 2000, by and between
Evolution USA, Inc. and George Fleming
10.2 Employment Agreement dated September 1, 2000, by and between
Evolution USA, Inc. and Gary Diamond
21. Subsidiaries of the Registrant
23.1 Consent of Monahan & Biagi (included in exhibit 5)
23.2 Consent of Robison, Hill & Co.
24. Power of Attorney (included on signature page)
99.1 Form of Proxy

II - 5