U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 33-43621
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0845463
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119
(Address of principal executive offices (Zip Code)
Registrant's telephone number: (702) 968-0008
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No .
As of March 31, 2000, the Registrant had 200,395,113 shares
of common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1999 AND MARCH 31, 2000 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS
ENDED MARCH 31, 1999 AND MARCH 31, 2000 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1999
AND MARCH 31, 2000 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
PART II
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE 14
PART I.
ITEM 1. FINANCAL STATEMENTS.
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30 March 31
1999 2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 82,577 $3,314,429
Accounts Receivable 4,576 102,193
Inventories 85,101
Other assets 308,120 60,408
Total Current Assets 395,273 3,562,131
FIXED ASSETS:
Equipment 0 450,527
Accumulated Depreciation 0 (184,586)
Total Fixed Assets 0 265,941
INVESTMENTS: 1,885,000 2,480,088
OTHER ASSETS
Note Receivable: Iron Horse Holdings 1,735,000 1,735,000
Prepaid Expenses 0 167,356
Total Other Assets 1,735,000 1,902,356
Total Assets $4,015,273 $8,210,516
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable 28,247 236,004
Taxes Payable 0 158,942
Current Portion of Long-Term Debt 0 54,034
Total Current Liabilities 28,247 448,980
LONG TERM DEBT:
Long Term Debt 1,800 79,076
Less Current Portion 0 (54,034)
Total Long Term Debt 1,800 25,042
Total Liabilities 30,047 474,022
SHAREHOLDERS' EQUITY:
Preferred Stock Issued 2,390,000 2,390,000
Common Stock Issued 1,773,030 2,003,951
Additional paid-in capital 356,930 3,687,794
Retained earnings (deficit) (534,734) (534,734)
Current earnings 0 189,483
Total Shareholders' Equity 3,985,226 7,736,494
Total Liabilities & Shareholders' Equity $4,015,273 $8,210,516
See Accompanying Notes to Financial Statement
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
1999 2000 1999 2000
REVENUES $ 0 $1,205,361 $ 0 $2,034,693
COST OF SALES 0 139,818 0 401,840
GROSS PROFIT 0 $1,065,543 1,632,853
EXTRAORDINARY INCOME 0 0 2,274,644 0
OPERATING EXPENSES:
Selling and distribution 502,841 0 529,393
General and administration 18,231 443,441 55,943 822,971
Total Operating Expense 18,231 946,282 55,943 1,352,364
NET ORDINARY INCOME (18,231) 119,261 2,218,701 280,489
OTHER INCOME/EXPENSE-TAXES 0 (88,597) 2,386 (91,006)
NET INCOME (LOSS) $(18,231) 30,664 $2,221,087 $189,483
NET INCOME (LOSS) nil nil .01 nil
PER COMMON SHARE
WEIGHTED AVERAGE
NUMBER OF COMMON 177,302,997 189,179,555 177,302,997 189,179,555
SHARES OUTSTANDING
See Accompanying Notes to Financial Statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended
March 31, 1999 March 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 2,221,087 $ 189,483
Adjustments for non-cash items:
from Extra Ordinary Income (2,274,644) 0
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Changes in assets and liabilities:
Accounts receivable 0 (102,192)
Inventories 0 (85,101)
Accounts payable 52,455 236,004
Current Long Term Debt 0 54,034
Accrued Taxes 0 (60,183)
Net cash provided by (used in)
operating activities (1,102) 232,045
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment 0 (450,527)
Accumulated Depreciation 0 184,586
Internet Investments 0 477,585
Prepaid expenses 0 (167,356)
Net cash provided by (used in)
investing activities 0 44,288
CASH FLOWS FROM FINANCING ACTIVITIES:
LTD 0 79,076
Less Current Portion LTD 0 (54,034)
Common Stock Issued 0 (757,789)
Additional Paid-In Capital 0 3,687,794
Net cash provided by (used in)
financing activities 0 2,955,047
NET INCREASE (DECREASE) IN CASH (1,102) 3,231,380
CASH AND CASH EQUIVALENTS,
beginning of period 1,102 83,050
CASH AND CASH EQUIVALENTS,
end of period 0 3,314,430
See Accompanying Notes to Financial Statement
INTERNET BUSINESS'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Description of the Business
Internet Business's International, Inc. (the "Registrant") was in
the manufacturing business, these operations ceased as of
December 31, l997. In December 1998, after new management was in
place, a decision was made to change the Registrant into an
internet company offering e-commerce, internet access as an
Internet Service Provider, hosting through our own server, web
hosting, directory services, auction sites and chat rooms. It was
also determined to change the Registrant's name to better reflect
the Registrant's operations, this name came to be Internet
Business's International. During 1999, the management began to
implement the Registrant's new direction and operations.
Note 2 Change in Control
In November 1998 new stockholders bought majority control a
private transaction. Immediately after the stock. ownership
changed, the former majority stock holder resigned as the Chief
Executive Officer and President of the Registrant, and then the
former majority stockholder was also the sole director, resigned
after nominating and electing two new directors from the group
that bought controlling shares of stock.
Note 3 Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements are
presented in accordance with the requirements of Form 10-Q and
Regulation SX. Accordingly, they do not include all the
disclosures normally required by generally accepted accounting
principles. Reference should be made to the Registrant's audited
financial statements for the year ended June 30, 1999 as
contained in a Form 10-K filed with the U.S. Securities and
Exchange Commission for additional disclosures including a
summary of accounting policies, which have not significantly
changed.
Principles of Consolidation
The consolidated financial statements of the Registrant include
the accounts of the Registrant and all its wholly-owned
subsidiaries. All significant intercompany transactions and
balances are eliminated.
Fiscal Year
The Registrant's fiscal year is June 30 year end.
Accounts Receivable and Revenues
With the new venture for the Registrant into E-commerce, revenues
will be generated through credit card sales over the Internet,
minimizing the risk of bad debts.
Inventories
With this new line of business, inventories will bc kept to a
minimum.
Fixed Assets
All of the Registrant's fixed assets will be Internet related.
The exact extent of what this will consist of will be determined
with time.
Other Assets
Other assets will consist primarily of software for Internet
programs and other related assets.
Goodwill
Due to the change in the new nature of the business the
Registrant will not include goodwill in its financial reports.
Income Taxes
The Registrant follows Statement of Financial Accounting
Standards ("SPAS") No. 109, "Accounting for Income Taxes." Under
this method, deferred income taxed was recognized for the tax
consequences in future years of difference between the taxes of
assets and liabilities, and their financial reporting amounts at
each year-end based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences were expected
to affect taxable income. Valuation allowances were established,
when necessary to reduce deferred tax assets to the amount
expected to be realized. Under this standard the provision for
income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
Stockholders' Equity Common Shares
Stockholders' equity common shares is based on the reported net
equity divided by the weighted average number of common shares
outstanding.
Cash Equivalents
The Registrant considered highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Fair Value of Financial Instruments
The carrying value of the Registrant's cash and cash
equivalents, accounts receivable, accounts payable, accrued
expenses and notes payable approximates fair value.
Management 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 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.
Additional Paid In Capital
The additional paid in capital represented on the balance sheet
is from the difference of the Preferred Stock Issuances as noted
in Note 5-Stock Issuance as per the agreement and actual amount
issued which is $110,000.
Note 4 Commitments
Leases
The Registrant has operating leases for its facilities.
Note 5 Stock Issuance
Current Stock Authorized
The Registrant was authorized to issue up to 199,000,000 shares
of common stock and 1,000,000 of preferred stock. On February 11,
2000 the authorized was increased to 249,000,000 shares of common
stock and 1,000,000 of preferred stock.
Issued and Outstanding Stock
Common Stock. The Registrant by the end of this quarter had
issued 200,395,113 common shares, of which 108,102,329 are
restricted.
Preferred Stock. There were 23,900 shares of Preferred Stock
issued by the end of this Quarter.
Preferred Stock Issuance
On December 15, 1998 the Registrant entered into an agreement
with Iron Horse Holdings, Inc. (IHHI) where IHHI agreed to buy up
to 25,000 of the Registrant's preferred shares at the price of
$100.00 per share. Shares purchased under this agreement are to
be issued to IHHI or its designee. Payment for the shares sold
under this agreement is to be in the form of a promissory note
bearing interest at the rate of 9% per annum, and the obligation
created thereby is to be secured by a "blanket," or all inclusive
security agreement executed by IHHI and perfected by filings as
specified bylaw. Until such note is paid in full, IHHI shall pay,
the 3% coupon on such shares as are issued under this agreement
directly to the shareholder(s) of record at the time such payment
becomes due.
By the end of the third quarter ending March 31, 1999, 23,900
shares were issued according to the agreement with IHHI. The
balance of the shares to be issued of 1,100 at. a par value of
$100.00 per share, or $110,000, are being treated as additional
paid in capital, and are shown as such on the balance sheet. (See
note on Paid In Capital in Note 3.)
Common Stock Issuance On December 15, 1998 the Registrant agreed
to issue common shares to Iron Horse holdings, Inc. (IHHI) for
IHHI to pay its bills in exchange for the issuance of restricted
common stock. Under the terms to this agreement, the Registrant
issued and additional 9,154,999 shares by March 31, 1999.
On December 21, 1998 the Registrant agreed to acquire several
internet sites with issuance of common stock.. Under the terms of
this agreement 8,000,000 shares were issued.
By June 30, 1999 the Registrant issued an additional 2,087,791
shares for advertising and site maintenance.
By the end of September 30,1999, the Registrant issued an
additional 112,667 restricted shares for acquiring additional e-
commerce sites for the Registrant, and issuing shares to the
former President during his tenure of 251,289 for a total of
363,956. The Registrant acquired the sites using the purchase
method of accounting.
The Registrant acquired 100% of LA Internet, Inc. in June of 1999
for $525,000 from IHHI, which was credited towards the note that
is owed by IHHI to the Registrant. The Registrant acquired 100%
of the assets of MBM Capital Group, Inc in July of 1999, for
$72,000 in cash and 112,667 in restricted shares.
Following are the unaudited pro forma revenues and net income
(loss) for the above companies:
Twelve Months Ended June 30, 2000
Revenue Operating Expenses Net Income
LA Internet, Inc. $637,206 $582,323 $54,883
MBM Capital Group, Inc. 531,551 469,880 61,671
By the end of December 31, 1999, the Registrant issued an
additional 11,450,000 shares, of which 6,000,000 were issued for
services. These services allowed the Registrant to obtain the
services of a contract with Microsoft Network, obtain an e-
commerce site, and acquire the Real Estate Mortgage site. The
5,450,000 shares that were issued for the Net 2 Loan site and
for the Optical Brigade site, of which 5,000,000 are held in an
escrow pending performance of the sites. The Registrant acquired
the sites using the purchase method of accounting.
Following are the unaudited proforma revenues and net income
(loss) for the above Registrant sites:
Twelve Months Ended December 31, 2000
Revenue Operating Expenses Net Income
Net 2 Loan $346,423 $147,710 $199,713
Optical Brigade 27,893 19,588 8,305
By the end of March 2000, the Registrant issued an additional
11,268,460 shares of stock, of which 7,000,000 shares of common
stock, where issued in a private placement of the Registrant's
common stock which provided to the Registrant $3,382,560. The
Registrant also acquired 100% of the assets of 2xtreme, a limited
partnership, and all of the stock and assets of Allstates
Communication, Inc., for 230,000 shares of stock and cash, and
80% of Global GPP Corp. for cash. The Registrant also issued
4,038,460 for services which allowed the Registrant to obtain the
aforementioned assets.
Following are the unaudited proforma revenues and net income
(loss) for the above Registrant assets and companies:
Nine Months Ended December 31, 2000
Revenue Operating Expenses Net Income
2xtreme $ 95,920 $ 85,232 $10,688
Allstates Communications,
Inc. 183,566 93,562 90,004
Note 6 Extraordinary Income
After review by legal counsel about the collect ability of the
previous Registrant's unsecured prior debts, it was determined by
management to show those debts as uncollectible. Therefore,
management has decided to write those debts off and according to
IRS codes that uncollectible debt has to be shown as
extraordinary income.
Note 7 Net Loss Carry Forward
The Net Loss Carry Forward that was incurred due to the prior
Registrant's operation will be used to offset the impact of the
extraordinary income as indicated above.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto
contained elsewhere in this report.
Results of Operations.
Revenues for the nine month period ended March 31, 2000 of
$2,034,693 increased 100% when compared with revenues of $0 in
the prior year comparable period due to the start up of
operations of the Registrant in its new business line in the
first calendar quarter of 1999.
The gross profits margin of 80.25% for the nine months ended
March 31, 2000 is a significant increase from the gross profit
margin of 0% for the same three month period of the previous
fiscal year. Current year margins in the past nine months
reflect the reopening and expansion of the business as an
internet company.
Selling, general, and administrative expenses for the nine months
ended March 31, 2000 were $1,352,364 when compared with the
$55,943 for the prior year comparable period, again due to the
reopening of the new business of the Registrant.
The resulting profit for the nine months ended March 31, 2000 was
$189,483 when compared with a profit of $2,221,087 due to the
write-off of previous unsecured debts as uncollectible for the
same six month period of the previous fiscal year.
Liquidity and Capital Resources.
Net cash provided by the operations of the Registrant was
$232,044 for the nine months ended March 31, 2000 versus cash
used in operating activities of $1,102 in the comparable prior
year period.
In March 2000, the Registrant issued 7,000,000 shares of
common stock in connection with a private placement of its stock.
This offering resulted in proceeds to the Registrant of
$3,382,560.
Capital Expenditures.
Other than as set forth below, no material capital expenditures
were made during the quarter ended on March 31, 2000: (a)
purchase in January 2000 of three Cisco Systems routers for a
total of $83,000; (b) purchase in February 2000 of two Dell
Computer servers; and (c) purchase in March 2000 of one IBM
server.
Projection - Global GPP Corp.
On March 21, 2000, the Registrant entered into an agreement with
Roanoke Technology Corp., and Global GPP Corp. (a newly formed
corporation) for the purpose of developing a business to business
website in Eastern Europe. This agreement specifies that the
Registrant owns 80% of Global GPP Corp. Subsequently, on March
30, 2000, the Registrant, through a newly formed Hungary
corporation (GPP Hungary Kft) wholly owned by Global GPP Corp.,
entered into an agreement with Haitec Magyarorazagi Kft for the
specific development of this website in Hungary. Based on
contracts currently being negotiated, the Registrant projects the
following approximate figures for Global GPP Corp. (which has not
had any revenue to date) through December 31, 2000: Revenue of
$4,000,000, operating expenses of $2,000,000, and net income of
$2,000,000.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the Registrant's ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the Registrant, including those related to the efforts
of customers, suppliers, or other third parties, will be fully
resolved.
The Registrant currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences (such
as significant downtime for one or more of its web site
properties) or material costs caused by undetected errors or
defects in the technology used in its internal systems.
Furthermore, the purchasing patterns of advertisers may be
affected by Year 2000 issues as companies expend significant
resources to correct their current systems for Year 2000
compliance. The Registrant does not currently have any
information about the Year 2000 status of its advertising
customers. However, these expenditures may result in reduced
funds available for web advertising or sponsorship of web
services, which could have a material adverse effect on its
business, results of operations, and financial condition. The
Registrant's Year 2000 plans are based on management's best
estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of
the Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business
strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business
and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Registrant's
control. The Registrant cautions that these statements are
further qualified by important factors that could cause actual
results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained herein will in fact
transpire or prove to be accurate. The Registrant disclaims any
intent or obligation to update "forward looking statements."
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
On December 5, 1997, Louis Cherry, Chairman of the Board of the
Registrant, filed a petition for bankruptcy under Chapter 11
(reorganization) of the Bankruptcy Code in the Bankruptcy Court
in Santa Ana, California (Case No. SA 97-10717 RA). This
petition was dismissed on April 19, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. The following reports on Form 8-K were
filed during the third quarter of the fiscal year covered by this
Form 10-Q as follows:
(1) A Form 8-K was filed on February 28, 2000 to reflect the new
transfer agent for the Registrant, effective on February 1, 2000.
(2) A Form 8-K/A was filed on March 10, 2000 to reflect the
change in address of the corporate offices of the Registrants,
and its correct new telephone number.
(b) Exhibits. Exhibits included or incorporated by reference
herein: See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Internet Business's International, Inc.
Dated: May 18, 2000 By: /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
No.
2 Agreement and Plan of Merger (incorporated by reference to
Exhibit 2 to the Form 8-K/A filed on November 22, 1999)
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Form 10-Q filed on December 1, 1999).
3.2 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Form 10-Q filed
on December 1, 1999).
3.3 Certificate of Amendment of Articles of Incorporation (see
below).
3.4 Certificate of Amendment of Articles of Incorporation (see
below).
3.5 Bylaws (incorporated by reference to Exhibit 3.3 to the Form
10-Q filed on December 1, 1999).
4.1 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated October 1, 1999 (incorporated by reference to
Exhibit 4.1 to Form S-8 filed on October 8, 1999)
4.2 Consulting Agreement between the Registrant and Mark Crist,
dated October 5, 1999 (incorporated by reference to Exhibit 4.2
to Form S-8 filed on October 8, 1999)
10.1 Purchase Agreement (LA Internet) between the Registrant and
Iron Horse Holdings, Incorporated, dated June 10, 1999
(incorporated by reference to Exhibit 10.2 to the Form 10-Q filed
on December 1, 1999).
10.2 Purchase Agreement between the Registrant and the
Stockholders of MBM Capital Group Inc., dated July 1, 1999
(incorporated by reference to Exhibit 10.3 to the Form 10-Q filed
on December 1, 1999).
10.3 Acquisition Agreement (Net 2 Loan) between the Registrant
and Lifestyle Mortgage Partners, dated September 15, 1999
(incorporated by reference to Exhibit 10.4 to the Form 10-Q filed
on February 22, 2000).
10.4 Purchase Agreement (license) between the Registrant and
Stockholders of California Land & Home Sale, Inc., dated October
1, 1999 (incorporated by reference to Exhibit 10.5 to the Form
10-Q filed on February 22, 2000).
10.5 Acquisition Agreement (Optical Brigade) between the
Registrant and Wade Whitley, dated November 1, 1999 (incorporated
by reference to Exhibit 10.6 to the Form 10-Q filed on February
22, 2000).
10.6 Agreement for Acquisition between the Registrant and Direct
Communications, Inc., dated February 25, 2000 (see below).
10.7 Agreement between the Registrant and Internet 2xtreme, dated
March 6, 2000 (see below).
10.8 Agreement between the Registrant, Roanoke Technology Corp.,
and Global GPP Corp., dated March 21, 2000 (see below).
10.9 Agreement between GPP Hungary Kft and Haitec Magyarorazagi
Kft, dated March 30, 2000 (see below).
21 Subsidiaries of the Registrant (see below).
27 Financial Data Schedule (see below).