INTELISPAN INC /WA/
SB-2/A, 2000-02-25
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000

                                                      REGISTRATION NO. 333-94291
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                AMENDMENT NO. 2

                                       TO

                                   FORM SB-2

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                                INTELISPAN, INC.
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

<TABLE>
<S>                             <C>                             <C>
          WASHINGTON                         7379                         91-1738902
 (STATE OR OTHER JURISDICTION    (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
      OF INCORPORATION OR         CLASSIFICATION CODE NUMBER)         IDENTIFICATION NO.)
          ORGANIZATION)
</TABLE>

                       2151 EAST BROADWAY ROAD, SUITE 211
                              TEMPE, ARIZONA 85282
                                 (480) 446-3200
         (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                              JAMES D. SHOOK, ESQ.


                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                       2151 EAST BROADWAY ROAD, SUITE 211
                              TEMPE, ARIZONA 85282
                                 (480) 446-3200
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                            ------------------------
                                   COPIES TO:
                              ROBERT S. KANT, ESQ.
                              JEAN E. HARRIS, ESQ.
                              SCOTT K. WEISS, ESQ.

                           GREENBERG TRAURIG, L.L.P.

                               ONE EAST CAMELBACK
                          PHOENIX, ARIZONA 85012-1656
                                 (602) 263-2300
                            ------------------------

                        CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED             PROPOSED
                                                             MAXIMUM              MAXIMUM
     TITLE OF EACH CLASS OF          AMOUNT TO BE        OFFERING PRICE          AGGREGATE            AMOUNT OF
  SECURITIES TO BE REGISTERED         REGISTERED            PER UNIT          OFFERING PRICE      REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                  <C>                  <C>
Common Stock, par value              1,420,000 Shares       $3.03 (1)           $4,304,375                    $1,136.36(2)
$.0001..........................
                                       600,000 Shares
                                                            $4.625(3)            2,775,000                      $732.60
                                  -------------------
                                                                            -------------------  -------------------
                                     2,020,000 Shares
                                                                                $7,079,375                    $1,868.96
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) Calculated upon the average of the bid and asked price of our common stock
    as of January 7, 2000.



(2) Previously paid.



(3) Calculated upon the average of the bid and asked price of our common stock
    as of February 22, 2000.

                            ------------------------
    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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2


                    SUBJECT TO COMPLETION FEBRUARY 25, 2000


PROSPECTUS


                        2,020,000 SHARES OF COMMON STOCK


                                INTELISPAN, INC.


     Certain shareholders of Intelispan, Inc. are offering for sale up to
2,020,000 shares of common stock under this prospectus, consisting of the
following:



     - 1,280,000 shares of common stock that shareholders have the right to
       acquire upon conversion of Series A preferred stock,



     - 600,000 shares of common stock that may be sold upon exercise of warrants
       that were issued in September and October 1999 in connection with
       short-term financings,


     - 108,000 shares of common stock that were issued in January 1999 in
       connection with an investor relations agreement, and

     - 32,000 shares of common stock that may be sold upon exercise of warrants
       that were issued in June 1998 in connection with another investor
       relations agreement.


     The selling shareholders will determine when they will sell their shares,
and in all cases, they will sell their shares at the current market price or at
negotiated prices at the time of the sale. We will pay the expenses incurred to
register the shares for resale, but the selling shareholders will pay any
underwriting discounts, concessions, and brokerage commissions associated with
the sale of their shares of common stock. The selling shareholders and the
brokers and dealers that they utilize may be deemed to be "underwriters" within
the meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.


     We will not receive any of the proceeds of sales by the selling
shareholders. Securities laws and Securities and Exchange Commission regulations
may require the selling shareholders to deliver this prospectus to purchasers
when they resell their shares of common stock.


     Our common stock currently is traded on the NASD over-the-counter bulletin
board, or OTCBB, under the symbol "IVPNE." On February 22, 2000, the last sale
price of the common stock as reported on the OTCBB was $4.50 per share. The
OTCBB eligibility rules provide that companies must be reporting companies under
the federal securities laws in order to be quoted on the OTCBB. BECAUSE WE WERE
NOT A REPORTING COMPANY UNDER THE FEDERAL SECURITIES LAWS ON JANUARY 12, 2000,
THE NASD SCHEDULED THE REMOVAL OF OUR STOCK QUOTATIONS FROM THE OTCBB ON THAT
DATE. WE OBTAINED A TEMPORARY STAY FROM THE REMOVAL AND ARE AWAITING THE
SCHEDULING OF AN APPEAL. WE ARE TAKING STEPS TO BECOME A REPORTING COMPANY. IN
ADDITION, WE HAVE APPLIED TO HAVE OUR COMMON STOCK LISTED ON THE NASDAQ NATIONAL
MARKET UNDER THE SYMBOL "IVPN."


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


SEE "RISK FACTORS," BEGINNING ON PAGE 6, FOR A DISCUSSION OF CERTAIN RISK
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF COMMON STOCK
OFFERED HEREBY.



NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                The date of this prospectus is           , 2000.

<PAGE>   3


                               PROSPECTUS SUMMARY



     The following summary is qualified in its entirety by more detailed
information appearing elsewhere in this prospectus. This prospectus contains
certain forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from the results anticipated in these
forward-looking statements as a result of the factors set forth in this
prospectus, including those set forth under "Risk Factors." You should read the
entire prospectus carefully before making an investment decision.


                                  OUR COMPANY

INTRODUCTION


     We provide complete and seamless network solutions that enable secure and
efficient electronic communications among businesses through virtual private
networks and the Internet. A virtual private network is a private network that
exists within a public or shared network, including the Internet, through which
access is controlled and users can communicate securely. Our solutions include
providing secure network connectivity on a metered basis together with
technology that verifies the identity of users and manages e-commerce
transactions. We believe we differentiate our services by integrating complex
technologies to create our own branded network services.



     Our principal services for secure electronic communications between
businesses currently include the following:



     - exSPANd VPN, a virtual private network that exists within a shared
       network;



     - exSPANd INT, a virtual private network that allows users to access
       securely their private network through the Internet;



     - exSPANd-PKI, a premium service that uses technology to verify the
       identity of users; and



     - TradeSPAN, a premium service that provides for electronic document
       exchange.



OUR MARKET OPPORTUNITY



     Infonetics Research reports that the market for virtual private networks
was $205 million in 1997 and is estimated to grow to $12 billion by the end of
2001. The Gartner Group predicts that by 2003, more than 137 million users
worldwide, including one-third of the U.S. work force, will be accessing
computer networks from remote locations. We believe the following are key
driving forces behind our current market opportunity:



     - the growth of e-commerce between businesses,



     - the increasing demand for secure computer networks,



     - the increase in users accessing computer networks from remote locations,



     - the increasing demand for cost-efficient outsourced services to support
       computer networks, and



     - the adoption of third-party hosting of business applications.

                                        2
<PAGE>   4


OUR STRATEGY



     Our goal is to be a leading single-source provider of network solutions
that enable secure and efficient electronic communications among businesses
through virtual private networks and the Internet. Key elements of the strategy
to achieve this goal include the following:


     - targeting small- and medium-sized businesses through resellers, system
       integrators, and strategic relationships;

     - building a direct sales force and developing a marketing campaign to
       target specific industries with the greatest perceived demand for our
       services, such as healthcare and financial services;

     - increasing brand awareness through an aggressive media campaign;


     - continuing to pursue strategic relationships to acquire technologies and
       service offerings to complement and expand our existing service
       offerings;


     - providing high-quality service and responsiveness to customers; and


     - pursuing strategic acquisitions to enhance our technology portfolio,
       expand our product offerings, and build our distribution channels.


RECENT DEVELOPMENTS


     In November 1999, we announced the appointment of Travis Lee Provow, a
director of our company since August 1998, as our Chief Executive Officer,
effective January 1, 2000. Mr. Provow served as Chief Operating Officer of
Slingshot Networks, LLC, a provider of digital media storage, and has more than
18 years of network experience. Mr. Provow was a founder of GridNet
International, Inc., the network backbone of our virtual private network
solution, which was sold to MCI WorldCom in 1997. Prior to founding GridNet, Mr.
Provow held several domestic and international technical, marketing, product
management, and strategic planning positions with NCR, now AT&T Global
Information Services, from 1981 to 1995.



     During February 2000, Maurice J. Gallagher, Jr. became the Chairman of the
Board of Directors of our company. Mr. Gallagher is the Chairman of the Board of
Directors of MGC Communications, Inc., which he was instrumental in organizing.
Mr. Gallagher is also a founder and Chairman of BankServ, Inc., a private
payments company founded in 1996. Mr. Gallagher also served as a director of
PurchasePro.com Inc. during 1998 and 1999. Mr. Gallagher co-founded ValuJet
Airlines, Inc. in 1993 and served as director of that company from 1993 until
November 1997. Mr. Gallagher held prior positions with ValuJet from 1993 to
1994, including Chief Financial Officer, and served as Vice Chairman of its
board of directors from 1994 to 1997. Prior to co-founding ValuJet, Mr.
Gallagher was a founder and President of WestAir Holding, Inc., a commuter
airline headquartered in Fresno, California. WestAir was sold to Mesa Airlines
in June 1992, and Mr. Gallagher was a member of the Mesa board of directors from
June 1992 through March 1993.



     During January 2000, we completed a private placement of 300 units to
accredited investors through Commonwealth Associates, L.P. as placement agent,
resulting in net proceeds to us of $26.7 million. Each unit, which sold for
$100,000, consisted of 133,333 shares of common stock and a warrant to purchase
66,667 shares of common stock at an

                                        3
<PAGE>   5


exercise price of $0.75 per share. In connection with the offering, the
placement agent received, among other things, seven-year warrants to purchase
33.33% of the shares of common stock included in the units and issuable upon
exercise of the warrants included in the units at an exercise price of $0.75 per
share. As a result of the sale of the 300 units, the placement agent received an
aggregate of 20,000,000 agent warrants. Prior to the offering, ComVest Capital
Management, LLC, an affiliate of the placement agent, and its designees made
available to us approximately $595,000, evidenced by bridge notes that were
converted into units in the offering. In connection with the bridge notes, we
issued to ComVest and its designees bridge warrants to purchase 10,000,000
shares of common stock at an exercise price of $0.01 per share. The holders of
the bridge warrants exercised the warrants prior to the first closing of the
private placement.



     During February 2000, we completed another private placement of 13.5 units
to accredited investors through Commonwealth Associates, L.P. as placement
agent, from which we received net proceeds of $1.2 million. The units were sold
at $100,000 per unit and were identical to the units sold in the private
placement completed in January 2000. In connection with the offering, the
placement agent received, among other things, seven-year warrants to purchase
33.33% of the shares of common stock included in the units and issuable upon
exercise of the warrants included in the units at an exercise price of $0.75 per
share. As a result of the sale of the 13.5 units, the placement agent received
an aggregate of 900,000 agent warrants.



     Our Board of Directors has approved, subject to approval by our
shareholders, the reincorporation of our company from Washington to Delaware. We
intend to submit the reincorporation proposal to our shareholders for approval.


OUR OFFICES

     Our principal offices are located at 2151 East Broadway Road, Suite 211,
Tempe, Arizona 85282, telephone (480) 446-3200, facsimile (480) 446-3232.


                                  THE OFFERING



<TABLE>
<S>                                     <C>
Securities offered by the selling
  shareholders........................  2,020,000 shares of common stock
Common stock currently outstanding....  70,757,894 shares
Use of proceeds.......................  We will not receive any of the
                                        proceeds of sales by the selling
                                        shareholders.
OTCBB symbol..........................  IVPNE
</TABLE>


                                        4
<PAGE>   6

                      SUMMARY CONSOLIDATED FINANCIAL DATA


<TABLE>
<CAPTION>
                                        SEPTEMBER 15, 1997          YEAR ENDED
                                           (INCEPTION)             DECEMBER 31,
                                             THROUGH         -------------------------
                                        DECEMBER 31, 1997       1998          1999
                                        ------------------   -----------   -----------
<S>                                     <C>                  <C>           <C>
STATEMENT OF OPERATIONS DATA:
Revenue...............................     $    11,303       $   129,596   $   743,709
Gross loss............................          (4,535)         (785,807)     (542,701)
Loss from operations..................        (681,539)       (5,928,716)   (5,109,989)
Net loss..............................        (572,608)       (5,210,560)   (5,485,291)
Net loss per common share -- basic and
  diluted.............................     $     (0.06)      $     (0.32)  $     (0.27)
Weighted average number of common
  shares outstanding..................      10,337,094        16,334,670    20,817,660
</TABLE>



<TABLE>
<CAPTION>
                                                                 AS OF
                                                             DECEMBER 31,
                                                       -------------------------
                                                          1998          1999
                                                       ----------    -----------
<S>                                                    <C>           <C>
BALANCE SHEET DATA:
Working capital......................................  $ (364,654)   $ 8,144,658
Total assets.........................................   2,042,261     11,769,746
Total debt...........................................     188,957        263,655
Shareholders' equity.................................     997,983      9,341,930
</TABLE>


                                        5
<PAGE>   7


                                  RISK FACTORS



     An investment in our common stock involves a high degree of risk.
Prospective investors should consider carefully the following risk factors, in
addition to the other information contained in this prospectus, before
purchasing any of our common stock.



     INVESTORS WILL HAVE SIGNIFICANTLY LESS LIQUIDITY AND LIMITED AVAILABILITY
OF QUOTATIONS IF OUR COMMON STOCK IS NO LONGER ELIGIBLE FOR QUOTATION ON THE
NASD BULLETIN BOARD OR IS NOT LISTED ON A NATIONAL EXCHANGE.



     Although we have applied to have our common stock listed on the Nasdaq
National Market, our common stock is currently quoted on the OTCBB operated by
the NASD. The OTCBB eligibility rule provides that no issuer may be quoted on
the OTCBB unless it is required to make current filings pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. We did not meet this
requirement by our required compliance date of January 12, 2000, but we obtained
a temporary stay to continue to have our common stock quoted on the OTCBB.



     During this time, we have appealed the NASD-scheduled removal of our stock
quotations from the OTCBB. As part of that effort, we applied to the Securities
and Exchange Commission for a stay of the removal until our appeal could be
resolved. On January 12, the SEC issued an order temporarily staying the removal
of our quotations from the OTCBB. Since that time, the SEC has accepted our
appeal, but has not yet set a schedule to hear the arguments of the parties. No
assurances can be given that our appeal will be successful or when the SEC will
continue the stay. If we are not successful in our appeal, our common stock will
not be eligible for quotation on the OTCBB, which could occur at any time
without notice.



     If our common stock is no longer quoted on the OTCBB or a national
exchange, we believe our common stock quotations will be published in the "pink
sheets," which generally does not provide real time quotes. As a result, we
believe investors will have significantly less liquidity and limited
availability of quotations, which could have a material adverse effect on the
market price of our common stock. No assurance can be given when, if ever, we
will meet the OTCBB qualifications to permit our common stock to be quoted on
the OTCBB, or when our common stock will be listed on a national exchange.



WE HAVE INCURRED SUBSTANTIAL LOSSES, AND OUR ABILITY TO GENERATE REVENUE TO
SUPPORT OUR OPERATIONS IS UNCERTAIN.



     We have generated limited revenue, have incurred substantial losses since
our inception, and currently are experiencing a substantial cash flow deficiency
from operations. Our inability to generate revenue sufficient to achieve
profitability may have an adverse effect on the market price of our common
stock. We expect to incur substantial additional losses for the foreseeable
future. We incurred net losses of approximately $573,000 during 1997,
approximately $5.2 million during 1998, and approximately $5.5 million during
1999. As of December 31, 1999, we had an accumulated deficit of approximately
$11.3 million. Our ability to generate revenue to support our operations is
uncertain, and we may never achieve profitability.


                                        6
<PAGE>   8

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR POTENTIAL
FOR FUTURE SUCCESS.


     We began to introduce our products and services during 1998. We have
generated limited revenue and have a very limited operating history on which you
can evaluate our potential for future success. Rather than relying on historical
financial information to evaluate our company, you should evaluate our company
in light of the expenses, delays, uncertainties, and complications typically
encountered by early-stage businesses, many of which will be beyond our control.
Early-stage businesses commonly face risks such as the following:


     - lack of sufficient capital,

     - unanticipated problems, delays, and expenses relating to product
       development and implementation,

     - lack of intellectual property,

     - licensing and marketing difficulties,

     - competition,

     - technological changes, and


     - uncertain market acceptance of products and services.



OUR LIMITED OPERATING HISTORY MAY MAKE IT DIFFICULT FOR US TO FORECAST
ACCURATELY OUR OPERATING RESULTS.



     Our planned expense levels will be based in part on our expectations
concerning future revenue, which is difficult to forecast accurately based on
our stage of development. We may be unable to adjust spending in a timely manner
to compensate for any unexpected shortfall in revenue. Further, business
development and marketing expenses may increase significantly as we expand
operations. To the extent that these expenses precede or are not rapidly
followed by a corresponding increase in revenue, our business, operating
results, and financial condition may be materially and adversely affected.



THE LOSS OF ANY OF OUR KEY EXECUTIVES OR OUR FAILURE TO ATTRACT, INTEGRATE,
MOTIVATE, AND RETAIN ADDITIONAL KEY EMPLOYEES COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.



     Our success depends to a large degree upon the skills of our senior
management team and current key employees and upon our ability to identify,
hire, and retain additional sales, marketing, technical, and financial
personnel. The loss of any of our key executives or the failure to attract,
integrate, motivate, and retain additional key employees could have a material
adverse effect on our business. We may be unable to retain our existing key
personnel or attract and retain additional key personnel. We depend particularly
upon the following key executives: Travis Lee Provow, Chief Executive Officer
and President; Ronald W. Loback, Chief Operating Officer; and Kenton G. Dallas,
Vice President of Network Technologies. We do not have any employment agreements
with any of our employees. We maintain key person life insurance only for Mr.
Provow. We do not require our executives or our employees to enter
non-competition agreements with us, and those executives or employees could
leave our company to form or join a competitor.


                                        7
<PAGE>   9


WE DEPEND ON KEY CONTRACTUAL RELATIONSHIPS, AND THE LOSS OF ANY OF THOSE
RELATIONSHIPS WOULD LIKELY HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS.



     We enter into licensing, strategic, and other similar contractual
relationships under which we utilize proprietary technology and incorporate key
products and services into our customer solutions. If any of these relationships
are terminated, expired, or breached, or if any of the parties to these
agreements cease operations or stop offering its product or service, our
operations would have a material adverse effect on our operations. We currently
depend to a great extent upon six key agreements:



     - a reseller agreement with GridNet via MCI WorldCom that enables us to
       provide exSPAND-VPN;


     - a technology supply agreement between our majority-owned Contego, LLC
       subsidiary and Baltimore Technologies, plc;

     - a strategic alliance agreement between Contego and GridNet permitting the
       integration of Contego's product in the GridNet network;

     - a supply agreement with Contego that enables us to provide exSPAND-PKI;

     - a software license and distribution agreement with Cyclone Software
       Corporation that enables us to offer TradeSPAN; and

     - a distributor agreement with Altiga Networks that enables us to offer
       exSPANd-INT.


     Any changes to the offerings provided by these third parties under these
agreements may require us to change or reengineer our own services, which will
likely cause a material disruption of our business. In any of such cases, there
is no assurance that we would be able to timely modify our services or to
replace any of the services on favorable terms or at all.



     WE RELY ON OUR GRIDNET SUPPLY AGREEMENT FOR THE MAJORITY OF OUR SERVICE
OFFERINGS, AND THE TERMINATION OF THIS AGREEMENT OR THE INTRACONNECT SERVICE
WOULD REQUIRE US TO FIND AN ALTERNATIVE NETWORK TO PROVIDE OUR PRODUCTS AND
SERVICES TO CUSTOMERS.



     Under the GridNet supply agreement, MCI WorldCom can eliminate its service
offerings, including the IntraConnect service, upon 60 days' notice to our
company. If MCI WorldCom terminates the IntraConnect service, or if the
agreement is terminated, we would have to find an alternative network to provide
our products and services to customers. Even if we located an alternate network,
an agreement may not be reached on terms that are acceptable to us and the terms
and the time required to migrate our offerings to an alternative network could
materially and adversely affect our business. In addition, MCI WorldCom has
notified us that it is currently changing the network configuration and
technology infrastructure underlying its services. These changes are requiring
us to reengineer our product offerings to adapt to these changes and may require
us to reposition our offerings in the market. There can be no assurance that
this re-engineering will be possible, successful, or cost-effective.


                                        8
<PAGE>   10


WE WOULD NOT BE ABLE TO OFFER OUR PRODUCTS WITHOUT THE TECHNOLOGY THAT WE
LICENSE FROM THIRD PARTIES.



     We license most of the technology integral to our business from third
parties, and we do not have any patents or copyrights for the technology we
utilize. Our success will depend in part on the continued availability of that
technology, the technology not infringing the proprietary rights of others, and
our not breaching technology licenses. It is uncertain whether any third-party
patents will require us to utilize or develop alternative technology, alter our
products or services, obtain alternative licenses, or cease activities that
infringe on third-parties' intellectual property rights. We may not be able to
obtain any additional required licenses on commercially favorable terms, if at
all. Our inability to acquire any third-party product licenses, or to integrate
the related third-party products into our products and services, could result in
delays in product development unless and until equivalent products can be
identified, licensed, and integrated. We also expect to require new licenses in
the future as our business expands and technology evolves. Existing or future
licenses may not continue to be available to us on commercially reasonable
terms. Litigation, which could result in substantial cost to us, may also be
necessary to enforce any patents issued or licensed to us or to determine the
scope and validity of third-party proprietary rights.



IF WE DO NOT FIND ADDITIONAL SOURCES OF CAPITAL, WE MAY BE REQUIRED TO REDUCE
THE SCOPE OF OUR BUSINESS ACTIVITIES UNTIL WE CAN OBTAIN OTHER FINANCING.



     We will not receive any proceeds from this offering. We believe that our
current capital will satisfy our operating capital needs through the end of this
calendar year based upon our currently anticipated business activities. We
anticipate incurring substantial losses in the future and will likely require
significant additional financing in order to satisfy our cash requirements. Our
need for additional capital to finance our operations and growth will be greater
should, among other things, our revenue or expense estimates prove to be
incorrect, particularly if we do not find additional sources of capital. We
cannot predict the timing or amount of our capital requirements at this time. We
may not be able to obtain additional financing in sufficient amounts or on
acceptable terms when needed, which could adversely affect our operating results
and prospects.



OUR PRODUCTS AND SERVICES MAY NOT BE BROADLY ACCEPTED BY THE MARKET.



     We offer secure electronic business communication solutions. The market for
providing integrated and secure network services is in the early stage of
development. It is difficult to predict the rate at which this market will grow,
if at all, because this market is relatively new and current and future
competitors are likely to introduce competing services or products. Our
business, operating results, and financial condition would be materially and
adversely affected if the markets for our products and services fail to grow,
grow more slowly than anticipated, or become more competitive, or if our
products and services are not accepted by targeted customers even if a
substantial market develops. New or increased competition may result in market
saturation, more competitive pricing, or lower margins. Certain critical issues
concerning commercial use of our products and services remain unresolved and may
impact the growth of these services. These issues include, among others, the
ultimate security and reliability of networks, the ease and cost of access, and
the quality of service.


                                        9
<PAGE>   11


OUR FAILURE TO SUCCESSFULLY DEVELOP AND MARKET NEW PRODUCTS AND SERVICES COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS.



     Any failure by us to anticipate or respond adequately to technological
developments, customer requirements, or new design and production techniques or
any significant delays in product development or introduction could have a
material adverse effect on our operations. The emerging market for our products
and services is characterized by rapid technological developments and evolving
industry standards. These factors will require us continually to improve the
performance and features of our products and services and to introduce new
products and services, particularly in response to offerings from our
competitors, as quickly as possible. As a result, we will be required to expend
substantial funds for and commit significant resources to the conduct of
continuing product development. We may not be successful in developing and
marketing new products and services that respond to competitive and
technological developments and changing customer needs.



INVESTORS MAY NOT BE ABLE TO EXERCISE CONTROL OVER OUR COMPANY AS A RESULT OF
MANAGEMENT'S AND OTHER PRINCIPAL SHAREHOLDERS' OWNERSHIP.



     The current executive officers and directors of our company beneficially
own 43.2% of our outstanding common stock. As a result, the executive officers
and directors of our company can significantly influence the management and
affairs of our company and all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
This concentration of ownership could have the effect of delaying or preventing
a change in control of our company, even when such change of control is in the
best interests of shareholders. Control by management might adversely affect the
market price of the common stock and the voting and other rights of our
company's other shareholders.



THE MARKETS FOR ELECTRONIC COMMERCE, SECURE REMOTE ACCESS, AND STRONG
AUTHENTICATION ARE HIGHLY COMPETITIVE.



     Our products and services compete in the secure network access and secure
business-to-business communication markets with virtual private network
providers, value-added network providers, and electronic data interchange
providers. Value-added networks are communications networks that provide
services beyond normal transmission, such as automatic error detection and
correction, data conversion, and message storing and forwarding. The competition
in these markets is extremely competitive.



     Competition for our products and services arise from several sources in the
virtual private network market. Most major networking device companies provide
or have announced intentions to provide encryption or other secure access
through their hardware. This group includes Lucent and Cisco; firewall vendors,
such as Axent and Checkpoint Software; and modem-pool companies, such as Shiva.
Competitors providing a service-based virtual private network include Sprint,
AT&T, GTE, IBM, and MCI WorldCom, as well as smaller companies such as
Concentric Networks. In addition, several companies, including Sun Microsystems
and Microsoft, provide or have announced their intention to provide software
product-based solutions, some of which will be integrated into their operating
systems.



     Our products and services compete with different technologies that provide
electronic data interchange services including electronic data interchange
applications based on value-


                                       10
<PAGE>   12


added networks and other secure document exchange applications. Many existing
value-added networks have strong, long-standing relationships with customers and
have demonstrated their ability to deliver a complete solution. Competitors in
this marketplace include GE Information Services, Sterling Commerce, IBM,
Kleinschmidt, and Harbinger. Some of these companies, together with newer
entrants in the market, have introduced Internet-based products and services. We
may also compete in this segment with enterprise resource software providers
that integrate electronic data interchange services into their products, such as
PeopleSoft, BAAN, SAP, and Oracle.



     Competition may develop from companies that integrate their current user
authentication technology into a network solution. These companies include
Entrust, VeriSign, and Baltimore, which utilize public key infrastructure
technology, and Security Dynamics, ActivCard, and Vasco, which use other
technology in their solutions.



     Although we believe that our products and services will compete favorably
in these market segments, we may not maintain a competitive position against
current and potential competitors and market acceptance for our products and
services has not yet been demonstrated. Many of our current and potential
competitors have longer operating histories, greater name recognition, larger
installed customer bases, and significantly greater financial, technical,
marketing, and sales resources than we do. As a result, competitors may be able
to react more quickly to emerging technologies and changes in customer
requirements or to devote greater resources to the promotion and sale of their
products. In addition, certain of our current competitors in particular segments
of the security marketplace may broaden or enhance their offerings to provide a
more comprehensive solution competing more effectively with our products and
services.


OUR BUSINESS RELIES ON THE POPULARITY OF THE INTERNET AS A METHOD OF CONDUCTING
BUSINESS.


     Our future revenue and any future profits will depend upon the widespread
acceptance and use of the Internet and related technologies as an effective
medium to conduct business. The failure of the Internet and related technologies
to continue to develop as a commercial or business medium to conduct business
would adversely affect our business, operating results, and financial condition.
The market for Internet-based, business electronic commerce products is
relatively new and is evolving rapidly. The acceptance and use of the Internet
for business could be limited by a number of factors, such as potential slowing
growth and use of the Internet in general, the relative ease of conducting
business on the Internet, the efficiencies and improvements that conducting
commerce on the Internet provides, concerns about transaction security, and
taxation of transactions on the Internet.


SECURITY RISKS OF ELECTRONIC COMMERCE MAY DETER FUTURE USE OF OUR PRODUCTS AND
SERVICES.


     A fundamental requirement to conducting Internet-based electronic commerce
is the secure transmission of confidential information over public networks.
Failure to prevent security breaches of business trading communities, or
well-publicized security breaches affecting the Internet in general, could deter
retailers and manufacturers from conducting electronic transactions that
transmit confidential information. Advances in computer capabilities, new
discoveries in the field of cryptography, and other developments may result in a
compromise or breach of the algorithms we use to protect content and
transactions on the trading communities. Anyone that is able to circumvent our
security measures could misappropriate proprietary confidential user information
or cause interrup-


                                       11
<PAGE>   13

tions in operations. There may be significant cost requirements to protect
against security breaches or to alleviate problems caused by breaches. Any such
occurrences could materially and adversely affect our business.


ANY FUTURE ACQUISITIONS COULD DIVERT MANAGEMENT'S TIME AND ATTENTION, DILUTE THE
VOTING POWER OF EXISTING SHAREHOLDERS, AND HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.



     As part of our growth strategy, we may acquire complementary businesses and
assets. Although we are not currently in negotiations to make any acquisitions,
acquisitions that we may make in the future could result in the diversion of
time and personnel from our business. We also may issue shares of common stock
or other securities in connection with acquisitions, which could result in the
dilution of the voting power of existing shareholders and could dilute earnings
per share. Any acquisitions would be accompanied by other risks commonly
encountered in such transactions, including the following:



     - difficulties integrating the operations and personnel of acquired
       companies;



     - the additional financial resources required to fund the operations of
       acquired companies;



     - the potential disruption of our business;



     - our ability to maximize our financial and strategic position by the
       incorporation of acquired technology or businesses with our product and
       service offerings;



     - the difficulty of maintaining uniform standards, controls, procedures,
       and policies;



     - the potential loss of key employees of acquired companies;



     - the impairment of employee and customer relationships as a result of
       changes in management; and



     - significant expenditures to consummate acquisitions.



OUR PROPOSED GROWTH AND EXPANSION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.



     We anticipate a period of significant growth in connection with our entry
into the market for business e-commerce. The resulting strain on our managerial,
operational, financial, and other resources could be significant. Success in
managing this expansion and growth will depend, in part, upon the ability of
senior management to manage effectively the growth of our company.


RIGHTS TO ACQUIRE SHARES OF COMMON STOCK WILL RESULT IN DILUTION TO OTHER
HOLDERS OF COMMON STOCK.


     Outstanding stock options and warrants could adversely affect the terms on
which we can obtain additional financing, and the holders can be expected to
exercise these securities at a time when, in all likelihood, we would be able to
obtain additional capital by offering shares of common stock on terms more
favorable to us than those provided by the exercise or conversion of these
securities. Holders of these securities will have the opportunity to profit from
an increase in the market price of our common stock, with resulting dilution in
the interests of the holders of common stock. Upon conversion of the Series A
preferred


                                       12
<PAGE>   14


stock, there will be outstanding 72,037,894 shares of common stock. In addition,
as of February 22, 2000, we have outstanding the following securities:



     - options held by our directors, officers, and employees to purchase
       8,384,400 shares of common stock with exercise prices ranging from $0.75
       to $2.75 per share;



     - warrants to purchase 43,014,285 shares of common stock with exercise
       prices ranging from $0.75 to $9.00 per share.



OUR COMMON STOCK IS A "PENNY STOCK," AND COMPLIANCE WITH REQUIREMENTS FOR
DEALING IN PENNY STOCKS MAY MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO
RESELL THEIR SHARES.



     Although we have applied to have our common stock listed on the Nasdaq
National Market, our common stock currently is deemed to be "penny stock" as
that term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934,
or Exchange Act. Section 15(g) of the Exchange Act and Rule 15g-2 under the
Exchange Act require broker/dealers dealing in penny stocks to provide potential
investors with a document disclosing the risks of penny stocks and to obtain
manually signed and dated written receipt of the document before effecting a
transaction in a penny stock for the investor's account. Compliance with these
requirements may make it more difficult for holders of our common stock to
resell their shares to third parties or otherwise, which could have a material
adverse affect on the liquidity and market price of our common stock.


     Penny stocks are stocks

     - with a price of less than $5.00 per share;

     - that are not traded on a "recognized" national exchange;


     - whose prices are not quoted on the Nasdaq automated quotation system; or



     - issued by companies with net tangible assets less than $2.0 million (if
       the issuer has been in continuous operation for at least three years) or
       $5.0 million (if in continuous operation for less than three years), or
       with average revenue of less than $6.0 million for the last three years.



SHARES OF COMMON STOCK ELIGIBLE FOR SALE IN THE PUBLIC MARKET MAY ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.



     Sales of substantial amounts of common stock by shareholders in the public
market, or even the potential for such sales, are likely to adversely affect the
market price of the common stock and could impair our ability to raise capital
by selling equity securities. As of the date of this prospectus, approximately
6,500,000 of the 70,757,894 shares of common stock currently outstanding were
freely transferable without restriction or further registration under the
securities laws, unless held by "affiliates" of our company, as that term is
defined under the securities laws. We also have outstanding approximately
30,000,000 shares of restricted stock, as that term is defined in Rule 144 under
the securities laws, that are eligible for sale in the public market, subject to
compliance with the holding period, volume limitations, and other requirements
of Rule 144. Moreover, the exercise of outstanding options and warrants and the
conversion of Series A preferred stock will result in additional outstanding
shares of common stock and will create additional potential for sales of
additional shares of common stock in the public market.


                                       13
<PAGE>   15

THE PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE.


     The trading volume of our common stock historically has been limited and
sporadic, and the stock prices have been volatile. For example, during the last
12 months, our common stock has traded at prices ranging from $0.41 to $7.06. As
a result of the limited and sporadic trading activity and lack of public
information regarding our company in the marketplace, the quoted price for our
common stock is not necessarily a reliable indicator of its fair market value.
The price at which our common stock will trade may be highly volatile and may
fluctuate as a result of a number of factors, including the following:


     - quarterly variations in our operating results,

     - large purchases or sales of our common stock,

     - actual or anticipated announcements of new products or services by us,
       our business partners, or competitors,

     - investor perception of our business prospects or the Internet industry in
       general,

     - general conditions in the markets in which we compete, and


     - worldwide economic and financial conditions.



WE ARE REQUIRED TO PAY DIVIDENDS ON SHARES OF SERIES A PREFERRED STOCK, AND WE
DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.


     We are required to quarterly pay a 10% annual dividend on the Series A
preferred stock. The dividends may be paid in either stock or cash. For the
foreseeable future, we intend to retain any remaining future earnings, if any,
to finance our operations and do not anticipate paying any cash dividends with
respect to our common stock.


CONTEGO DEPENDS ON OUR COMPANY FOR WORKING CAPITAL, AND WE MAY NOT CONTINUE TO
HAVE SUFFICIENT CASH RESOURCES TO FUND ITS OPERATIONS.



     Contego has not generated revenue, and no assurances can be given when, if
ever, it will. We intend to continue to fund the working capital needs and
operating losses of Contego. We currently provide employees and services to
Contego under an oral management agreement. There can be no assurance that we
will continue to have sufficient cash resources to fund Contego or that we can
attract or provide appropriate personnel to Contego to continue development of
its products.



LEGAL UNCERTAINTIES SURROUND THE DEVELOPMENT OF THE INTERNET, AND COMPLIANCE
WITH ANY NEWLY ADOPTED LAWS MAY PROVE DIFFICULT FOR OUR COMPANY AND MAY HARM OUR
BUSINESS.


     The laws governing Internet transactions remain largely unsettled. The
adoption or modification of laws or regulations relating to the Internet could
adversely effect our business, operating results, and financial condition by
increasing our costs and administrative expenses. It may take years to determine
whether and how existing laws such as those governing intellectual property,
privacy, libel, consumer protection, and taxation apply to the Internet. Laws
and regulations directly applicable to communications or commerce over the
Internet are becoming more prevalent. We must comply with new regulations in the
United States, as well as any other regulations adopted by other countries in
which we may do business. The growth and development of the market for online
commerce may

                                       14
<PAGE>   16

prompt calls for more stringent consumer protection laws, both in the United
States and abroad, as well as new laws governing the taxation of Internet
commerce. Compliance with any newly adopted laws may prove difficult for our
company and may harm our business, operating results, and financial condition.

OUR BUSINESS COULD BE SEVERELY DISRUPTED IF OUR COMPUTER SYSTEMS OR THE COMPUTER
SYSTEMS OF OTHER PARTIES ON WHICH WE RELY FAIL BECAUSE THEY ARE NOT YEAR 2000
COMPLIANT.


     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These programs and
systems were designed and developed without considering the impact of the recent
change in the century. As a result, computer systems and software used by many
companies may need to be upgraded to comply with such year 2000 requirements. We
have tested our products and found them to be year 2000 compliant. However,
current products may contain undetected errors or defects associated with year
2000 date functions. Further, the technology being licensed from third parties
and incorporated into our products may contain errors or defects. If any such
errors or defects do exist, our company may incur material costs to resolve
them. The internal systems used to deliver our services utilize third-party
hardware and software. In addition, our users' and technology partners' internal
operating systems and other software applications must operate effectively for
them to use our products and services effectively. If these systems or
applications are not year 2000 compliant, the users may not use our products and
services and the technology partners may not be able to host our services.



     Year 2000 compliance has many elements and potential consequences, some of
which may not be foreseeable or may be realized in future periods. In addition,
unforeseen circumstances may arise, and we may not in the future identify
equipment or systems that are not year 2000 compliant.


                                       15
<PAGE>   17


                           FORWARD-LOOKING STATEMENTS



     Some of the statements and information contained in this prospectus
concerning our future, proposed, and anticipated activities; certain trends with
respect to our revenue, operating results, capital resources, and liquidity; the
markets in which we compete; the secure business-to-business communication
markets in general; and other statements contained in this prospectus regarding
matters that are not historical facts are forward-looking statements, as such
term is defined in the securities laws. Forward-looking statements, by their
very nature, include risks and uncertainties, many of which are beyond our
control. Accordingly, actual results may differ, perhaps materially, from those
expressed in or implied by the forward-looking statements. Factors that could
cause actual results to differ materially include those discussed under "Risk
Factors."



                                USE OF PROCEEDS


     We will not receive any of the proceeds of sales of common stock by the
selling shareholders.

                                       16
<PAGE>   18


                          PRICE RANGE OF COMMON STOCK



     Our common stock has been quoted on the OTCBB under the symbol "IVPN" since
August 1998 and "IVPNE" since December 10, 1999. The following table sets forth
the high and low sales prices of our common stock for the calendar quarters
indicated as reported on the OTCBB.



<TABLE>
<CAPTION>
                                                               HIGH      LOW
                                                              ------    -----
<S>                                                           <C>       <C>
YEAR ENDED DECEMBER 31, 1998:
Third quarter...............................................  $14.50    $2.75
Fourth quarter..............................................    5.50     2.25
YEAR ENDED DECEMBER 31, 1999:
First quarter...............................................    3.81     1.25
Second quarter..............................................    2.00     0.75
Third quarter...............................................    1.25     0.44
Fourth quarter..............................................    4.50     0.41
YEAR ENDED DECEMBER 31, 2000:
First quarter (through February 15, 2000)...................    7.06     2.88
</TABLE>



     As of February 22, 2000, there were approximately 521 holders of record of
our common stock. On February 22, 2000, the closing sales price of our common
stock as quoted on the OTCBB was $4.50 per share.



     Our common stock currently is quoted on the OTCBB. The OTCBB is a quotation
service that displays real-time quotes, last-sale prices, and volume information
for qualifying securities. In January 1999, the NASD announced that it would
limit quotations on the OTCBB to the securities of companies that, among other
requirements, are "reporting" companies under the federal securities laws.
Because we were not a reporting company as of January 12, 2000, the NASD
scheduled the removal of our stock quotations from the OTCBB on that date. We
obtained a temporary stay from the removal and are awaiting the scheduling of an
appeal. We are taking steps to become a reporting company. In addition, we have
applied to have our common stock listed on the Nasdaq National Market. If our
common stock is no longer quoted on the OTCBB, and if we have not yet met the
listing requirements of the Nasdaq National Market, we believe our common stock
will be published in the "pink sheets," which generally does not provide
real-time quotes. As a result, we believe there will be significantly less
liquidity and limited availability of quotations, which could have a material
adverse effect on the market price of our common stock. No assurance can be
given when, if ever, we will meet the OTCBB qualifications to permit our common
stock to be quoted on the OTCBB or we will meet the listing requirements of the
Nasdaq National Market.


                                       17
<PAGE>   19


                                DIVIDEND POLICY



     We are required to pay a 10% annual dividend on our Series A preferred
stock. The dividend is payable quarterly and may be paid in either stock or
cash. The holders of the Series A preferred stock will have preference in
payment of dividends over the holders of common stock. On November 1, 1999, the
first dividend payment became payable on the Series A preferred stock. As a
result, we have recorded approximately 87,500 shares of common stock to be
issued as a reduction to shareholders' equity in our financial statements as of
December 31, 1999. On February 1, 2000, the second dividend payment became
payable on the Series A preferred stock. We have not yet determined whether we
will pay this dividend in cash or common stock.


     For the foreseeable future, we intend to retain any remaining future
earnings to finance our operations and do not anticipate paying any cash
dividends with respect to our common stock. Subject to the preferences that may
be applicable to any then-outstanding preferred stock, the holders of common
stock will be entitled to receive such dividends, if any, as may be declared by
our board of directors from time to time out of legally available funds.
Payments of any cash dividends in the future will depend on our financial
condition, results of operations, and capital requirements as well as other
factors deemed relevant by our board of directors.

                                       18
<PAGE>   20


                      SELECTED CONSOLIDATED FINANCIAL DATA



     The selected consolidated financial data presented below under the captions
"Consolidated Statement of Operations Data" for the period from September 15,
1997 (inception) through December 31, 1997, and for the years ended December 31,
1998 and 1999, and "Consolidated Balance Sheet Data" as of December 31, 1998 and
1999 are derived from the consolidated financial statements of Intelispan, Inc.,
which have been audited by KPMG LLP, independent certified public accountants.
The consolidated financial statements as of December 31, 1998 and 1999 and for
the years then ended and the report thereon are included elsewhere in this
prospectus. The following data should be read in conjunction with "Management's
Discussion and Analysis" and our consolidated financial statements and notes
thereto included elsewhere in this prospectus.



<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                  SEPTEMBER 15, 1997              DECEMBER 31,
                                  (INCEPTION) THROUGH   --------------------------------
                                   DECEMBER 31, 1997        1998             1999
                                  -------------------   ------------   -----------------
<S>                               <C>                   <C>            <C>
STATEMENT OF OPERATIONS DATA:
Revenue.........................      $    11,303       $    129,596     $    743,709
Cost of revenue.................           15,838            915,403        1,286,410
                                      -----------       ------------     ------------
  Gross loss....................           (4,535)          (785,807)        (542,701)
Selling expenses................            9,796          2,299,072        1,183,183
General and administrative
  expenses......................          667,208          2,618,287        3,384,105
Cost of abandoned
  acquisition(1)................               --            225,550               --
                                      -----------       ------------     ------------
  Loss from operations..........         (681,539)        (5,928,716)      (5,109,989)
Interest income (expense) net...              454             21,276         (457,849)
Minority interest...............          108,477            696,880           82,547
                                      -----------       ------------     ------------
  Net loss......................         (572,608)        (5,210,560)      (5,485,291)
                                      -----------       ------------     ------------
Preferred Stock dividends.......              (--)                --          (96,000)
                                      -----------       ------------     ------------
  Net loss to common
     shareholders...............      $  (572,608)      $ (5,210,560)    $ (5,581,291)
                                      ===========       ============     ============
Net loss per common
  share -- basic and diluted....      $     (0.06)      $      (0.32)    $      (0.27)
Weighted average number of
  common shares.................       10,337,094         16,334,670       20,817,660
CONSOLIDATED BALANCE SHEET DATA
  (AT END OF PERIOD):
Working capital (deficit).......      $   (76,580)      $   (364,654)    $  8,144,658
Total assets....................        1,635,657          2,042,261       11,769,746
Total debt......................          700,000            188,957          263,655
Shareholders' equity............           27,392            997,983        9,341,930
</TABLE>


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

(1) Relates to an acquisition that we abandoned on September 30, 1998. In
    accordance with the merger and acquisition agreement, we were required to
    pay a break-up fee and legal fees of the intended acquiree.


                                       19
<PAGE>   21


                      MANAGEMENT'S DISCUSSION AND ANALYSIS


     You should read the following discussion and analysis with the selected
consolidated financial data and our consolidated financial statements including
the notes, which appear elsewhere in this prospectus. The following discussion
contains forward-looking statements that reflect our plans, estimates, and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below and elsewhere in this prospectus,
particularly in "Risk Factors."

OVERVIEW


     We provide complete and seamless network solutions that enable secure and
efficient business-to-business communications through virtual private networks
and the Internet. These solutions include providing secure network connectivity
on a usage-billed or flat fee basis together with public key
infrastructure-based authentication service and e-commerce transactions
management services. We attempt to differentiate our services by integrating
complex technologies to create our own branded network services.


     We began operating our business in September 1997 as Intelispan Ventures,
Inc., offering secure computer network communications solutions as a value-added
reseller of products and services of our service providers. In July 1998,
Intelispan Ventures merged into Equipment Leasing & Sales Corporation, a
Washington corporation formed in September 1996 to provide equipment leasing
services. We changed our name at the time of the merger to "Intelispan, Inc."
Intelispan Ventures is the successor corporation for accounting purposes while
Equipment Leasing & Sales Corporation is the surviving legal entity.


     Our results of operations include the results of Contego, LLC, a developer
of a secure user-authentication product, of which we own 66.8%. The remaining
33.2% ownership in Contego is held by Baltimore Technologies, plc, a United
Kingdom-based company. We consolidate our financial reporting with the Contego
subsidiary. It is unlikely that we could liquidate our interest in Contego if we
had short-term cash needs.


     We generate revenue from three primary sources:


     - Sales of our secure remote access services (the exSPANd VPN, exSPANd INT
       and exSPANd-PKI services), which include flat monthly fees or monthly
       fees based on actual hourly usage, non-recurring startup costs, and
       recurring monthly charges for circuit installation and similar charges;


     - Sales of Internet access, both wholesale and retail sales. Historically,
       these sales have provided the majority of our revenue as we have built
       market presence and awareness for our other products, but we do not
       expect revenue from Internet access to represent a substantial portion of
       our revenue in the future;

     - Sales of our professional services, typically as part of designing or
       modifying a network prior to providing our other services. These
       represent only a small portion of our revenue.

     In the future, we expect our planned e-commerce hub, known as E-munity, and
our TradeSPAN EDI service to provide an increasing portion of our revenue,
although we expect the amount to remain at less than 5% of total revenue until
early 2001.

                                       20
<PAGE>   22


     While historically our revenue has been subject to monthly fluctuations and
most of our revenue has been based on actual usage by customers, our future
revenue will be more flat fee driven based on the number of users on the network
and not on the amount of usage. This should eliminate the seasonal fluctuations.



     Our operations have been almost entirely funded through equity and
convertible debt financing. We have not had lines of credit or other credit
facilities available to us. In January and February 2000, we completed equity
financing of approximately $27.9 million, which we believe will satisfy our
operating capital needs for at least 12 months based upon our current
anticipated business activities.



     Our company is changing substantially as a result of the equity funds
raised in December 1999 and the first two months of 2000, and we believe that an
analysis of our historical operating results is not necessarily meaningful. You
should not rely on this information as a basis for predicting our future
performance.


RESULTS OF OPERATIONS

     The following table provides, for the periods shown, the percentage of
total revenue represented by certain line items included in our consolidated
statements of operations.


<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED
                                                   9/15/97          DECEMBER 31,
                                                (INCEPTION) --    -----------------
                                                  12/31/1997       1998       1999
                                                --------------    -------    ------
<S>                                             <C>               <C>        <C>
Revenue.......................................       100.0%         100.0%    100.0%
Cost of sales.................................       140.1          706.4     173.0
                                                   -------        -------    ------
Gross loss....................................       (40.1)        (606.4)    (73.0)
Selling expenses..............................        86.7         1774.0     159.1
General and administrative expenses...........      5902.9         2020.4     455.0
Cost of abandoned acquisition.................         0.0          174.0       0.0
                                                   -------        -------    ------
Operating loss................................     (6029.7)       (4574.8)   (687.1)
Interest income (expense) and other, net......         4.0           16.5     (61.6)
Minority interest.............................       959.7          537.7      11.1
                                                   -------        -------    ------
Net loss......................................     (5066.0)%      (4020.6)%  (737.6)%
                                                   =======        =======    ======
</TABLE>



RESULTS OF OPERATIONS FOR FISCAL YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31,
1998



     Our total revenue increased 474% to approximately $744,000 for the fiscal
year ended December 31, 1999, up from approximately $130,000 for the fiscal year
ended December 31, 1998. The increase in revenue is primarily due to customers
that began use of exSPANd VPN service, which accounted for approximately
$564,000, or 76% of total revenue during such period, an increase of 740% from
fiscal year ended December 31, 1998. Usage and recurring monthly charges for the
exSPANd VPN accounted for approximately $547,000 or 96% of total exSPANd VPN
revenue, with the balance comprised of installation and other non-recurring
charges. Wholesale and retail sales of Internet access and other income
comprised approximately $179,000 or 24% of total revenue.


                                       21
<PAGE>   23


     During fiscal year ended December 31, 1999, we generated revenue from 17
customers and one reseller. The reseller represented approximately 21.8% of our
revenue, and three customers represented approximately 14.6%, 14.3%, and 9.8% of
our total revenue. The reseller resold internet services and the other three
customers accounted for 19.7%, 19.1% and 12.8% of the exSPANd VPN revenue.



     Our cost of sales for the fiscal year ended December 31, 1999 was
approximately $1,286,000 compared to approximately $915,000 for the fiscal year
ended December 31, 1998. Primarily as a result of the increase in the percentage
of revenue in the exSPANd VPN service, which has a higher gross margin, our
gross margin was a negative 73% in 1999 as opposed to a negative gross margin of
606% in 1998. Our cost of goods sold consists primarily of payments to MCI
WorldCom for network usage and the costs of running a network operations center.
For the exSPANd-PKI service, we have an additional payment that is made to our
majority-owned Contego subsidiary for licensing fees on certain PKI technology
used in the product. For our TradeSPAN service, in addition to the network usage
fees, we pay certain licensing fees to Cyclone Commerce, Inc., which provides
the software technology underlying the product, and a small fee to RSA, Inc. for
licensing certain PKI technology used in Cyclone's product.



     Operating expenses decreased by 11% to approximately $4,567,000 for the
fiscal year ended December 31, 1999 from approximately $5,143,000 for the fiscal
year ended December 31, 1998. For 1999, payroll and related expenses decreased
18% from 1998, and professional fees decreased 50% in 1999 from 1998. The
remaining decrease is largely attributable to a 71% reduction in advertising and
marketing expenses as well as maintaining a smaller staff. We expect payroll
expenses to substantially increase in the near future as we build our national
sales force and increase our management team.



     Capital expenditures for the fiscal year ended December 31, 1999 were
approximately $139,000. We expect this amount to increase substantially during
fiscal year 2000 as we build out our network infrastructure and servicing
capabilities. We expect to depreciate most capital equipment purchases, which
will consist primarily of routers, server class computers, software, and network
access servers on a straight-line basis over three years.



     Our net loss increased to approximately $5,485,000 for the fiscal year
ended December 31, 1999 from approximately $5,211,000 for the fiscal year ended
December 31, 1998. In 1998, we recorded a one-time loss of $225,550 for
acquisition break-up fees and related legal expenses. Our net loss per share
decreased to $.027 in 1999 from $0.32 in 1998.



LIQUIDITY AND CAPITAL RESOURCES



     On December 31, 1999, we had a cash balance of approximately $9,632,000
with a working capital surplus of approximately $8,145,000. As a result of a
private placement completed in January 2000, our cash balance as of January 31,
2000 was approximately $24,500,000. For the fiscal year ended December 31, 1999,
our net cash used in operating activities was approximately $3,223,000. As set
forth in the next paragraph, we received cash proceeds after December 31, 1999
from the sale of equity to private investors. Our working capital requirements
depend upon numerous factors, including the timing of expenditures related to
our network infrastructure, the rate at which we expand our staff, and our
ability to meet revenue projections, among other items.


                                       22
<PAGE>   24


     We received approximately $1.2 million in net proceeds from private
investors purchasing shares of our common stock and common stock purchase
warrants from a transaction completed during February 2000.



     We cannot predict the timing and amount of our future capital expenditures.
However, we believe that the proceeds from the private placement in December
1999 and the first two months in 2000 will be sufficient to fund our current
operations through the first quarter of 2001. We intend to accelerate our
development and infrastructure spending in the coming calendar quarters if we
have sufficient available capital resources. Beyond that period, we may require
additional financing which may come from future equity or debt offerings that
could result in further dilution to our shareholders. Adequate capital may not
be available at that time and the lack of such capital could adversely affect
our business.


YEAR 2000 COMPLIANCE


     We rely heavily upon network services and software provided by third
parties. Many existing computer programs and systems use only two digits to
identify a year in the date field. These programs and systems were designed and
developed without considering the impact of the change in the century. If not
corrected, many programs and systems could fail or create erroneous results when
working with dates after January 1, 2000.



     We conducted an internal audit of our own systems in mid-year 1999. We
believe that all of our own internal systems are Year 2000 compliant. We also
believe that if such systems prove to not be Year 2000 compliant, their
non-compliance will not materially affect our business operations. We have not
obtained any certification from our third-party vendors regarding their Year
2000 readiness.



     Any failure of our internal systems or those provided by our third-party
vendors, especially the networking services provided through MCI WorldCom, could
prevent us from providing services to our customers and could disrupt our
billing. We believe that the most reasonably likely worst case scenario from a
Year 2000 problem that affects us would be a short-term inability to provide
services to our customers, which would result in reduced revenue during that
period and could result in customer dissatisfaction and even termination of
contracts. Failures of our customers' systems due to a Year 2000 problem could
also affect us if these customers are unable to operate their networks or if
they divert funds and personnel to fix their problems rather than continue to
roll-out services to their employees.



     As of the date of this prospectus, we have not experienced any material
disruption to our operations as a result of any failure of any of our systems to
function properly as of January 1, 2000. We also have not experienced any Year
2000 failures related to any of our third-party vendors.



     Year 2000 compliance has many elements and potential consequences, some of
which may not be foreseeable or may be realized in future periods. In addition,
unforeseen circumstances may arise, and we may not in the future identify
equipment or systems that are not Year 2000 compliant.


                                       23
<PAGE>   25


                                    BUSINESS



     We provide complete and seamless network solutions that enable secure and
efficient electronic communications among businesses through virtual private
networks and the Internet. A virtual private network is a private network that
exists within a public or shared network, including the Internet, through which
access is controlled and users can communicate securely. Our solutions include
providing secure network connectivity on a metered or flat fee basis together
with technology that verifies the identity of users and manages e-commerce
transactions. We believe we differentiate our services by integrating complex
technologies to create our own branded network services.


MARKET OPPORTUNITY


     Infonetics Research reports that the market for virtual private networks
was $205 million in 1997 and is estimated to grow to $12 billion by the end of
2001. The Gartner Group predicts that by 2003, more than 137 million users
worldwide, including one-third of the U.S. work force, will be accessing
computer networks from remote locations. We believe the growth of e-commerce
between businesses, the increasing demand for secure computer networks, and
other factors are key driving forces behind our current market opportunity.


STRATEGY


     Our goal is to be a leading single-source provider of network solutions
that enable secure and efficient electronic communications among businesses
through virtual private networks and the Internet. Key elements of the strategy
to achieve this goal include the following:



     - targeting small- and medium-sized businesses through resellers, system
       integrators, and strategic relationships;



     - building a direct sales force and developing a marketing campaign to
       target specific industries with the greatest perceived demand for our
       services, such as healthcare and financial services;



     - increasing brand awareness through an aggressive media campaign;



     - continuing to pursue strategic relationships to acquire technologies and
       service offerings to complement and expand existing service offerings;



     - providing high-quality service and responsiveness to customers; and


     - pursuing strategic acquisitions to enhance our technology portfolio,
       expand our product offerings, and build our distribution channels.

THE NEED FOR INTEGRATED SECURE NETWORK ACCESS SERVICES


     We believe that companies implementing secure network solutions, including
solutions for electronic business communication and secure access, typically
face numerous implementation issues. Secure network solutions require large
investments in hardware, software, and personnel. The implementation process is
complex and demands a great deal of management time and attention. Computer
systems, hardware, and software become obsolete in a relatively short period of
time, requiring additional investments from time to


                                       24
<PAGE>   26


time. In order to support these systems, companies must hire, train, and retain
qualified support personnel. As a result, we believe there is a desire by many
of these companies to outsource integrated secure network access services.



     Virtual private networks are made secure through encryption or other means
so that only authorized users can access the network, preventing unauthorized
users from intercepting data, destroying files, or otherwise gaining access to
confidential material. Typical virtual private networks use a technique called
"tunneling" to encapsulate and protect the data transmitted over their networks.
Tunneling, however, requires significant network support, which degrades the
performance and speed of the network.


THE INTELISPAN SOLUTION


     Our solutions enable customers to conduct electronic business
communications with their trading partners without the typical up-front costs,
complexity, and other capital resources typically required by other virtual
private networks. Our solutions are designed to be user-friendly and enable
customers to implement them quickly, efficiently, and cost-effectively, thereby
allowing customers to focus on their core businesses. We provide our integrated
network solutions to customers on a fee for usage basis, thereby eliminating
technological obsolescence and ongoing network maintenance. Our solution
includes the following services:



     - exSPANd VPN, a virtual private network that exists within a shared
       network;



     - exSPANd INT, a virtual private network that allows users to access
       securely their private network through the Internet;



     - exSPANd-PKI, a premium service that uses technology to verify the
       identity of users; and



     - TradeSPAN EDI, a premium service that provides for electronic document
       exchange.


exSPANd VPN


     exSPANd VPN is a virtual private network service, built on the backbone of
MCI WorldCom's GridNet Network, that enables users to dial into a central
network to conduct secure electronic business communications. Users can access
the exSPANd VPN service from over 500 points of presence domestically and 60
countries internationally.



     Unlike other virtual private network services that utilize hardware and
software programs, or corporate firewalls, as their primary protection against
unauthorized users, exSPANd VPN embeds authentication and routing intelligence
security within the network itself. As a result, exSPANd VPN supplements the
security provided by corporate firewalls and grants users access only to
authorized areas of the network.


exSPAND INT


     exSPANd INT is an Internet-based virtual private network service designed
to allow our network users to access their virtual private network through the
public Internet. exSPANd INT provides an encrypted tunnel between the customer's
software and our managed security gateway to maintain the confidentiality and
integrity of the communication.


                                       25
<PAGE>   27

exSPANd PKI


     exSPANd PKI is a virtual private network service that offers enhanced
security through the utilization of public key infrastructure technology. Public
key infrastructure technology uses policies and procedures to manage digital
certificates that identify users and control their access to a network or other
resource. exSPANd PKI empowers customers themselves to issue, revoke, and create
policies and rights for each certificate, rather than relying on the network or
a third party to perform those services.


TradeSPAN


     TradeSPAN is a communication application that allows customers to establish
and manage secure electronic business trading relationships. TradeSPAN removes
the interoperability and incompatibility barriers between businesses using
electronic data interchange and their trading partners who do not use such
technology. TradeSPAN allows customers to automate business transactions with
trading partners, such as issuing purchase orders, shipping documents, and other
mission-critical business documents that companies would not otherwise transmit
over the Internet. Customers can tailor the TradeSPAN service to conform to
their own systems and standards, removing the need for the customers to alter
their existing business processes.


INTELICENTER


     InteliCenter is a suite of specialized, browser-based network management
tools and database access applications that allow customers' network
administrators to monitor and manage users of our services. InteliCenter
provides network administrators real-time network visibility, allowing them to
add or delete users and otherwise control user activity. InteliCenter is
included with the exSPANd VPN, exSPANd PKI, and TradeSPAN services, and
customers may elect to receive more advanced InteliCenter options for an
additional charge. With InteliCenter, network administrators can monitor and
manage their networks more efficiently by providing administrators the ability
to


     - troubleshoot and provide customer support,

     - obtain data necessary for billing and network planning,


     - monitor the state of dedicated network connections and network access
       points, and



     - access Intelispan's help desk and trouble ticket systems.


E-Munity Services


     We intend to further develop our E-Munity services, which are intended to
be a suite of services hosted by us and offered to customers on a transactional
basis. E-Munity services are intended to enable our customers to communicate
with their trading partners. These services include document management, carbon
copy, non-repudiation, encryption, and data warehouse query sets. We are
designing E-Munity to act as a "hub" with which customers and their trading
partners interface, thus avoiding the need for customers to install and manage
the applications on their own computer systems. We are developing our E-Munity
services and are implementing a pilot program for one customer and its trading
partners. To date, we have not generated revenue from E-Munity services, have
not


                                       26
<PAGE>   28

successfully tested these services, and cannot provide assurance that these
services will be functional or will generate revenue in the future.

STRATEGIC RELATIONSHIPS

     We have the following strategic relationships:


     - MCI WorldCom.  We depend on a non-exclusive, renewable five-year reseller
       agreement with GridNet via MCI WorldCom, which provides the backbone for
       most of our services.



     - Contego, LLC.  Contego owns the technology underlying the exSPANDd PKI
       service and the right to integrate that technology into the GridNet
       Network. We have a distribution agreement with Contego, which enables us
       to offer our exSPANd PKI service. Contego is owned 66.8% by us and 33.2%
       by Baltimore Technologies plc, which licenses to Contego certain public
       key infrastructure technology incorporated into Contego's technology. See
       "Risk Factors -- Contego owns proprietary technology essential to the
       success of our company, and we are unable to control all aspects of our
       Contego subsidiary."



     - Cyclone Software Corporation.  We license certain software from Cyclone
       Software Corporation and incorporate that software with exSPANd VPN to
       form TradeSPAN. Our license agreement with Cyclone expires in June 2003.
       We pay an annual maintenance fee and may incur certain incremental fees
       depending on our licensing arrangements with our customers. Cyclone has
       the non-exclusive right to resell our services.


     - Altiga Networks, Inc.  Our exSPANd INT product incorporates technology
       from Altiga Networks, Inc., which we obtain pursuant to a distributor
       agreement with Altiga.

     We depend upon these strategic relationships and the loss or material
change in any of these relationships could have a material adverse effect on our
business.


OUR RELATIONSHIP WITH CONTEGO



     Contego is owned 66.8% by us and 33.2% by Baltimore Technologies plc, which
licenses to Contego certain PKI software technology incorporated into Contego's
technology. The business and affairs of Contego are managed exclusively by a
board of three managers, one of whom is Mr. Nelson, the Vice Chairman of our
board of directors and an officer of our company. Contego may not enter into
certain transactions unless approved by one or more members that own
collectively 75% of the membership interests. In effect, both we and Baltimore
Technologies must approve certain transactions or corporate activities,
including the following:



     - amendment of the articles of organization or the operating agreement of
       Contego,



     - sale or other disposal of all or substantially all of the assets of
       Contego,



     - approval of a plan of merger or consolidation of Contego with other
       businesses,



     - sale or issuance of an interest in Contego to a third party or admission
       of new members of Contego,


                                       27
<PAGE>   29


     - change of the equity interests or corporate structure of Contego,



     - removal or replacement any of the existing managers of Contego, including
       Mr. Nelson.


SALES AND MARKETING


     We currently distribute our products and services through our direct sales
efforts and third-party resellers. We intend to hire additional sales and
marketing personnel and to target Fortune 500 companies, particularly in
industries in which we believe there is a high demand for our services, such as
health services and finance.


     We also intend to target smaller companies through third-party resellers
that typically also sell a bundle of value-added services from other third
parties. Because of the variety of products and services they carry, we believe
that the resellers are well positioned to access and penetrate customers that we
might not otherwise reach. In addition, we have entered into wholesale
arrangements that allow third parties to sell our services under their brand
names. From time to time, we intend to evaluate the possibility of acquiring
reseller and other distribution channels to expand the reach of our distribution
network.

     In addition, we intend to enter into strategic marketing relationships with
other companies to provide opportunities to cross-market our products with the
products and services of the strategic partners. For example, we are working
with IBM to attempt to host third-party applications over our network services
integrated on IBM's systems.

     We intend to create an awareness of the Intelispan brand name and to focus
on the features of our integrated network services that differentiate them from
our competitors. We plan to accomplish this goal through a media campaign and
participation in trade shows and industry seminars.

COMPETITION


     Our products and services compete in the secure network access and secure
business-to-business communication markets with virtual private network
providers, value-added network providers, and electronic data interchange
providers. Value-added networks are communications networks that provide
services beyond normal transmission, such as automatic error detection and
correction, data conversion, and message storing and forwarding. The competition
in these markets is extremely competitive.



     Competition for our products and services arise from several sources in the
virtual private network market. Most major networking device companies provide
or have announced intentions to provide encryption or other secure access
through their hardware. This group includes Lucent and Cisco; firewall vendors,
such as Axent and Checkpoint Software; and modem-pool companies, such as Shiva.
Competitors providing a service-based virtual private network include Sprint,
AT&T, GTE, IBM, and MCI WorldCom, as well as smaller companies such as
Concentric Networks. In addition, several companies, including Sun Microsystems
and Microsoft, provide or have announced their intention to provide software
product-based solutions, some of which will be integrated into their operating
systems.



     Our products and services compete with different technologies that provide
electronic data interchange services including electronic data interchange
applications based on value-added networks and other secure document exchange
applications. Many existing value-


                                       28
<PAGE>   30


added networks have strong, long-standing relationships with customers and have
demonstrated their ability to deliver a complete solution. Competitors in this
marketplace include GE Information Services, Sterling Commerce, IBM,
Kleinschmidt, and Harbinger. Some of these companies, together with newer
entrants in the market, have introduced Internet-based products and services. We
may also compete in this segment with enterprise resource software providers
that integrate electronic data interchange services into their products, such as
PeopleSoft, BAAN, SAP, and Oracle.



     Competition may develop from companies that integrate their current user
authentication technology into a network solution. These companies include
Entrust, VeriSign, and Baltimore, which utilize public key infrastructure
technology, and Security Dynamics, ActivCard, and Vasco, which use other
technology in their solutions.



     Although we believe that our products and services will compete favorably
in these market segments, we may not maintain a competitive position against
current and potential competitors and market acceptance for our products and
services has not yet been demonstrated. Many of the current and potential
competitors have longer operating histories, greater name recognition, larger
installed customer bases, and significantly greater financial, technical,
marketing, and sales resources than we do. As a result, competitors may be able
to react more quickly to emerging technologies and changes in customer
requirements or to devote greater resources to the promotion and sale of their
products. In addition, certain of our current competitors in particular segments
of the security marketplace may broaden or enhance their offerings to provide a
more comprehensive solution competing more effectively with our products and
services.


THIRD-PARTY LICENSED TECHNOLOGY AND INTELLECTUAL PROPERTY

     Our solutions include complex technology, including advanced and patented
encryption technology. Other than certain copyrights in software source code
owned by Contego, our 66.8% owned subsidiary, we do not have any patents or
copyrights for the technology we utilize. Instead, we license most of the
technology integral to our business from third parties. Our success will depend
in part on this licensed technology not infringing the proprietary rights of
others.


     As of February 2000, we had obtained registrations for the service mark
"Intelispan" and have applications pending for the trademark "TradeSPAN" and the
service marks "exSPANd" and "TradeSPAN". Contego has an application pending for
the service mark "Trusted Domain". To our knowledge, there has not yet been any
opposition to the marks, although the process is in its early stages and the
registration of the marks may be challenged. We have never filed copyright
applications with the U.S. Patent and Trademark Office or filed for patents,
copyrights, or trademarks in any foreign countries.



     We depend upon our licensed technology and only have limited intellectual
property. See "Risk Factors -- We would not be able to offer our products
without the technology that we license from third parties."


EMPLOYEES


     As of February 2000, we had 25 full-time employees, including our seven
executive officers. Of our employees, eight are involved in sales and marketing;
seven in technical services, professional, or customer support services; and
three in finance and administra-


                                       29
<PAGE>   31


tion. No employees are covered by any collective bargaining agreements with us,
and we believe that the relationship with our employees is good.


PROPERTIES

     We lease our corporate headquarters located in a 5,500 square-foot facility
in Tempe, Arizona. The facility includes executive and administrative offices
and a network operations center. We believe the facility will be adequate for
our needs for the foreseeable future. We intend to move our corporate
headquarters to Atlanta during fiscal year 2000, but to date have not made
formal arrangements to lease a facility.

LEGAL PROCEEDINGS

     We are, and may in the future be, party to litigation arising in the
ordinary course of our business. We do not consider any current claims to be
material to our business, financial condition, or operating results. Our
insurance coverage may not be adequate to cover all liabilities arising out of
any claims that may be instituted in the future. A lack of insurance coverage
may have an adverse effect on our business, financial condition, and operating
results.

                                       30
<PAGE>   32


                                   MANAGEMENT



     The following table sets forth certain information regarding each of our
directors and executive officers:



<TABLE>
<CAPTION>
NAME                              AGE                  POSITION
- ----                              ---                  --------
<S>                               <C>   <C>
Maurice J. Gallagher, Jr........  50    Chairman of the Board of Directors
Travis Lee Provow...............  42    President, Chief Executive Officer, and
                                          Director
Peter A. Nelson.................  46    Vice Chairman of the Board of
                                        Directors, Vice President -- Business
                                          Development and Founder
Ronald W. Loback................  51    Executive Vice President -- Sales
Scot A. Brands..................  37    Executive Vice President and Chief
                                        Financial Officer
Kenton G. Dallas................  34    Executive Vice President -- Network
                                          Services and New Technologies
James D. Shook..................  35    Executive Vice President, General
                                        Counsel, and Secretary
M. Ponder Harrison..............  38    Executive Vice President -- Marketing
Michael S. Falk.................  38    Director
Philip R. Ladouceur.............  59    Director
</TABLE>



     MAURICE J. GALLAGHER, JR. has served as our Chairman of the Board of
Directors since February 2000. Mr. Gallagher also serves as the Chairman of the
Board of Directors of MGC Communications, Inc., a public company that Mr.
Gallagher was instrumental in organizing. Mr. Gallagher is also a founder and
Chairman of BankServ, Inc., a private payments company founded in 1996. Mr.
Gallagher also served as a director of PurchasePro.com, Inc. during 1998 and
1999. Mr. Gallagher co-founded ValuJet Airlines, Inc. in 1993 and served as
director of that company from 1993 until November 1997. Mr. Gallagher also held
prior positions with ValuJet from 1993 to 1994, including Chief Financial
Officer, and served as Vice Chairman of the Board of Directors from 1994 to
1997. Prior to co-founding ValuJet, Mr. Gallagher was a founder and President of
WestAir Holding, Inc., a commuter airline headquartered in Fresno, California.
WestAir was sold to Mesa Airlines in June 1992, and Mr. Gallagher was a member
of the Mesa board of directors from June 1992 through March 1993.



     TRAVIS LEE PROVOW has served as our President and Chief Executive Officer
since January 2000 and has served as a director of our company since August
1998. From May 1998 to December 1999, Mr. Provow served as the Chief Operating
Officer of Slingshot Networks LLC, a provider of digital media storage. From
June 1995 to May 1998, Mr. Provow served as the Executive Vice President and
Chief Operating Officer of GridNet International, a provider of enhanced data
communications services, which Mr. Provow founded and which was purchased by MCI
WorldCom in July 1997. Prior to founding GridNet, Mr. Provow spent 15 years with
NCR and its successor, AT&T Global Information Services, in various domestic and
international technical, marketing, product management, and strategic planning
positions, most recently as the Vice President of


                                       31
<PAGE>   33


Retail Product and Systems Marketing. Mr. Provow serves as a director of
Slingshot Networks, LLC.



     PETER A. NELSON has served as our Vice Chairman of the Board of Directors
and Vice President -- Business Development since January 2000. Mr. Nelson served
as our Chairman of the Board of Directors, President, and Chief Executive
Officer from the time he formed our company in September 1997 until January
2000. Mr. Nelson has been an entrepreneur for over 20 years, most recently
serving as President and Chief Executive Officer of UniDial Associates from 1993
to the present, President of Neptune Marketing Technologies of Delaware, Inc.
from 1995 to 1997, and President of Video Electronics, Inc. from 1979 to 1994.
Mr. Nelson serves as a director of UniDial Associates, Inc. and Telecast
Communications, Inc., both private companies.



     RONALD W. LOBACK has served as our Executive Vice President -- Sales since
January 2000, and previously served as our Chief Operating Officer from March
1998 to January 2000. Prior to taking his current position with our company, Mr.
Loback served as Executive Vice President of Medaphis, Inc. from October 1996 to
October 1997. Prior to that, Mr. Loback was the founder and served as the Chief
Executive Officer from February 1994 to October 1996 of Sage Communications, a
technical consulting company. From 1992 to 1994, he was Vice President of AT&T
Global Information Services.



     SCOT A. BRANDS has served as our Executive Vice President and Chief
Financial Officer since January 2000. Prior to joining our company, Mr. Brands
served as Vice President and General Counsel of Slingshot Networks LLC from May
1999 to December 1999. Prior to that, Mr. Brands served as the Controller and
General Counsel for GridNet International from May 1995 to April 1999.



     KENTON G. DALLAS has served as our Executive Vice President -- Network
Services and New Technologies since January 1999. Mr. Dallas served as our
Executive Director of Marketing from August 1998 until January 1999. From
January 1996 to June 1998, Mr. Dallas held the positions of Pricing Manager and
Director of Product Development at GridNet International, where he was
responsible for the product development of IntraConnect, GridNet's virtual
private network offering. From 1988 through 1995, Mr. Dallas worked in various
capacities for Sprint Communications, including Manager of Market and Business
Analysis and Network Analyst.



     JAMES D. SHOOK has served as Executive Vice President, General Counsel, and
Secretary of our company since August 1998. From July 1995 to July 1998, Mr.
Shook served as Vice President of Operations and General Counsel to Buzzeo,
Inc., a developer of enterprise software applications. From 1989 until 1995, Mr.
Shook was an attorney with the Phoenix-based law firm of Jennings, Strouss &
Salmon, where he specialized in intellectual property, securities, and
commercial litigation. Prior to Jennings, Strouss & Salmon, he worked in a
variety of different capacities in software development and quality assurance.
Mr. Shook is a member of the Arizona State Bar and earned a J.D. from the
University of Arizona and a B.S. in Computer Science from Arizona State
University.



     M. PONDER HARRISON has served as Executive Vice President -- Marketing of
our company since January 2000. Prior to joining our company, Mr. Harrison
served as Senior Vice President -- Business Development for Meridian Management,
SA, a Switzerland-based company that secures and manages global marketing,
branding, and licensing agreements on behalf of the International Olympic
Committee. From August 1998 through June 1999, Mr. Harrison served as a
marketing and brand consultant for start-up Internet


                                       32
<PAGE>   34


and private aviation-related businesses. From November 1997 through July 1998,
Mr. Harrison served as the Senior Vice President -- Sales and Marketing for
AirTran Airlines (which was merged with ValuJet Airlines, of which Mr. Harrison
was a founding team member and was Vice President of Marketing from June 1993
until November 1997.) Mr. Harrison began his career in the airline industry in
1983 with Delta Air Lines and has worked in the areas of strategic planning,
advertising and sales promotion, international field sales/operations, and
analysis.



     MICHAEL S. FALK has served as a director of our company since February
2000. Mr. Falk is the co-founder of Commonwealth Associates, a New York-based
merchant bank and investment bank established in 1988 that specializes in
early-stage investments in Internet, technology, and telecommunications
businesses. Mr. Falk has served as Commonwealth Associate's Chairman and Chief
Executive Officer since 1995. Mr. Falk serves as a director of FutureLink Corp.,
a public company that serves as an application service provider.



     PHILIP R. LADOUCEUR has served as a director of our company since February
2000. Mr. Ladouceur is the Executive Chairman and Chief Executive Officer of
FutureLink Corp., an application service provider. From October 1996 to April
1998, Mr. Ladouceur was President, Chairman and Chief Executive Officer of
MetroNet Communications Corp. and served as MetroNet's Executive Chairman until
its merger with AT&T Canada in June 1999. From February 1995 to October 1996,
Mr. Ladouceur was Executive Vice President of Operations at Bell Canada
International Inc. From October 1992 to February 1995, Mr. Ladouceur was the
founding President and Chief Executive Officer of ISM Information Systems
Management (Alberta) Ltd., a computer and network management outsourcing
company, which was acquired by IBM Global Services. Mr. Ladouceur founded and,
from June 1990 to October 1992, was the Managing Director of HDL Capital
Corporation, a private merchant bank specializing in business turnarounds,
management buyouts, and financing for companies in the telecommunications,
technology, software, and retail sectors. From 1986 to 1989, Mr. Ladouceur was
Senior Vice President, Finance, Chief Financial Officer, and a director of
Rogers Communications Inc., one of the largest cable, cellular and broadcasting
companies in North America. Mr. Ladouceur currently serves as a director of AT&T
Canada and Cell-Loc Inc., both public companies, and Plan B Communications, a
private company.


MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS


     Our bylaws authorize the Board of Directors to appoint from among its
members one or more committees consisting of one or more directors. Our board of
directors has established an audit committee and a compensation committee. The
audit committee and the compensation committee each consist of our three
independent directors. The audit committee reviews the annual financial
statements, any significant accounting issues, and the scope of the audit with
our independent auditors and discusses with the auditors any other audit-related
matters that may arise. The compensation committee reviews and acts on matters
relating to compensation levels and benefit plans for our key executives.


DIRECTOR COMPENSATION AND OTHER INFORMATION


     Directors who are employees of our company do not receive any additional
compensation for serving as members of our board of directors. Each director
receives reimbursement of expenses for their service as a member of the board of
directors. None


                                       33
<PAGE>   35


of our directors receive any cash compensation for their service on our board of
directors. Non-employee directors will receive options to purchase 150,000
shares of common stock upon their appointment or election to the board of
directors and will receive options to purchase a specified amount of shares of
common stock annually. These options will have an exercise price of the fair
market value on the date of grant and will vest quarterly in equal amounts over
four years. We have granted to each of Messrs. Gallagher and Ladouceur, two of
the three director designees of Commonwealth, options to purchase 150,000 shares
of common stock.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


     We have appointed a compensation committee consisting of three non-employee
members of our Board of Directors to make all compensation decisions regarding
our executive officers. Historically, our Board of Directors appointed one
non-employee member of the Board of Directors who, along with another former
non-employee director, made all compensation decisions relating to our executive
officers.


                                       34
<PAGE>   36

                             EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION


     The following table sets forth certain information concerning the
compensation for the fiscal years ended December 31, 1998 and 1999 earned by our
Chief Executive Officer and by three other executive officers whose cash salary
and bonus exceeded $100,000 during fiscal 1999.


                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                          LONG TERM
                                                                         COMPENSATION
                                                                         ------------
                                                                            AWARDS
                                                                         ------------
                                                                          SECURITIES     ALL OTHER
NAME AND                                                OTHER ANNUAL      UNDERLYING    COMPENSATION
PRINCIPAL POSITION(1)      YEAR   SALARY($)   BONUS    COMPENSATION($)    OPTIONS(#)       ($)(2)
- ---------------------      ----   ---------   ------   ---------------   ------------   ------------
<S>                        <C>    <C>         <C>      <C>               <C>            <C>
Peter A. Nelson(3).......  1999    179,917    18,000           --               --         4,672
  Chairman of the Board,   1998    186,923        --       18,600(4)            --         5,608
  President, and Chief
  Executive Officer
Ronald W. Loback.........  1999    159,718    16,000           --(5)            --         4,195
  Executive Vice           1998    104,936        --           --(5)       580,000         2,798
  President and Chief
  Operating Officer
Kenton G. Dallas.........  1999    115,000    11,500           --(5)       150,000         3,791
  Vice President of        1998     48,916        --             (5)       100,000            --
  Network Services and
  New Technologies
James D. Shook...........  1999    124,987    20,000           --(5)       170,000         3,000
  Vice President, General  1998     50,481        --           --(5)       230,000            --
  Counsel, and Secretary
</TABLE>


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


(1) We consider Messrs. Provow, Nelson, Loback, Brands, Dallas, Shook, and
    Harrison to be our executive officers. Messrs. Provow, Brands, and Harrison
    became employees of our company during January 2000. Messrs. Dallas and
    Shook began their employment during 1998, and their cash compensation during
    fiscal 1998 did not exceed $100,000.


(2) Amounts shown represent matching contributions made by us to our SIMPLE
    plan.


(3) Mr. Nelson resigned as President and Chief Executive Officer during January
    2000 and is now the Vice Chairman of our Board of Directors, Vice
    President -- Business Development, and Founder. Mr. Provow became our Chief
    Executive Officer and President during January 2000. Mr. Gallagher became
    the Chairman of our Board of Directors in February 2000.


(4) Represents club dues and automobile allowances paid by us on behalf of Mr.
    Nelson.


(5) Messrs. Loback, Dallas, and Shook also received certain perquisites, the
    value of which did not exceed 10% of their salary during fiscal 1998 or
    1999.


                                       35
<PAGE>   37


OPTION GRANTS



     The following table provides information on stock options granted to the
officers listed during the fiscal year ended December 31, 1999.


                       OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                                                     INDIVIDUAL GRANTS
                                  -------------------------------------------------------
                                    NUMBER OF      % OF TOTAL
                                   SECURITIES       OPTIONS
                                   UNDERLYING      GRANTED TO
                                     OPTIONS      EMPLOYEES IN    EXERCISE     EXPIRATION
NAME                              GRANTED(#)(1)   FISCAL YEAR    PRICE($/SH)    DATE(1)
- ----                              -------------   ------------   -----------   ----------
<S>                               <C>             <C>            <C>           <C>
Peter A. Nelson.................          --            --             --            --
Ronald W. Loback................          --            --             --            --
Kenton G. Dallas................      50,000(2)        1.2%         $2.00       3/19/09
                                     100,000(3)        2.3%         $2.50       7/23/09
James D. Shook..................      70,000(4)        1.6%         $2.00       3/19/09
                                     100,000(5)        2.3%         $2.50       9/01/09
</TABLE>


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


(1) All options were granted at the fair market value of the shares on the date
    of grant and expire upon the earlier of the expiration date listed or two
    years after the termination of employment.



(2) The options vest and become exercisable at the rate of 10,000 on the date of
    grant, 6,000 on the six-month anniversary of the date of grant, 3,000 every
    three months thereafter through the second anniversary of the date of grant,
    and 4,000 every three months thereafter through the third anniversary of the
    date of grant.



(3) The options vest and become exercisable at the rate of 15,000 on the
    six-month anniversary of grant, 7,500 every three months thereafter through
    the second anniversary of the date of grant, and 10,000 every three months
    thereafter during the third anniversary of the date of grant.



(4) The options vest and become exercisable as follows: 15,000 on the date of
    grant, 8,250 on the six-month anniversary of the date of grant, 4,125 every
    three months thereafter through the second anniversary of the date of grant,
    and 5,500 every three months thereafter during the third anniversary of the
    date of grant.



(5) The options were fully vested on the date of grant.


RECENT GRANTS OF STOCK OPTIONS


     In connection with his employment with our company, we granted to Mr.
Provow options to purchase 3,000,000 shares of common stock at an exercise price
of $1.00 per share that vest ratably each month over a four-year period. We also
granted to Mr. Provow options to purchase 1,000,000 shares of common stock at an
exercise price of $2.50 per share that vest ratably each quarter over a
four-year period. In connection with their appointment to our Board of
Directors, we granted to each of Messrs. Gallagher and


                                       36
<PAGE>   38


Ladouceur options to purchase 150,000 shares of common stock at an exercise
price of $2.50 per share that vest ratably each quarter over four years.



     In connection with their employment with our company, we granted to Mr.
Brands options to purchase 250,000 shares of common stock at an exercise price
of $2.50 and options to purchase 150,000 shares of common stock at an exercise
price of $3.94, and we granted to Mr. Harrison options to purchase 400,000
shares of common stock at an exercise price of $2.50 per share. These options
vest ratably each quarter over a four-year period.



     During January 2000, in connection with the termination of Mr. Nelson's
employment agreement and decrease in salary, we granted to Mr. Nelson options to
purchase 500,000 shares of common stock at an exercise price of $2.50 per share.
We continue to employ Mr. Nelson, and 31,250 of these options will vest every
three months from the date of grant during his employment.



     Certain grants of options to officers and employees will vest automatically
if we are acquired by another company.



YEAR-END OPTION VALUES



     The following table provides information respecting the options held by the
listed officers as of December 31, 1999. None of the listed officers exercised
options during fiscal 1999.



                AGGREGATED OPTION VALUES AS OF DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                  NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                 UNDERLYING UNEXERCISED            IN-THE-MONEY OPTIONS
                             OPTIONS AT FISCAL YEAR-END(#)       AT FISCAL YEAR-END($)(1)
                             ------------------------------    ----------------------------
NAME                         EXERCISABLE     UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
- ----                         ------------    --------------    -----------    -------------
<S>                          <C>             <C>               <C>            <C>
Peter A. Nelson............         --               --               --              --
Ronald W. Loback...........    390,000          190,000         $269,100        $131,100
Kenton G. Dallas...........     90,000          160,000         $ 72,725        $124,775
James D. Shook.............    276,125          123,875         $204,214        $106,786
</TABLE>


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


(1) Calculated based upon the closing price of our common stock as quoted on the
    OTCBB on December 31, 1999 of $3.19 per share.


EMPLOYMENT ARRANGEMENTS


     We have no written employment contracts with any of our executive officers.
We offer our employees, including officers, medical and life insurance benefits.
The executive officers and all other employees are eligible to receive stock
options under our stock option plans and are eligible to receive bonuses under
our bonus plan upon meeting company, department, and individual goals.


                                       37
<PAGE>   39

SEVERANCE PLAN


     We have a severance plan that enables certain executives of our company to
receive one month of salary in the event of their termination of employment for
any reason other than for cause, death, or voluntary decision by the executive.
As of February 22, 2000, the only executives covered by the severance plan were
Messrs. Loback and Shook. Executives covered by the severance plan are deemed to
have been involuntarily terminated in the event of a change of control (as
defined in the severance plan) or if the executive experiences certain
conditions, including the following:


     - a reduction in the executive's cash compensation;

     - a reduction of compensation or benefits that are not made to all
       employees; or


     - the assignment of any duties inconsistent with the executive's current
       position or any diminishment in such position, authority, duties,
       functions, or responsibilities.


     In the event of any of the foregoing conditions, the executive will be
provided with COBRA continuation coverage for a one-year period, and we will
accelerate the vesting of any previously granted stock options or awards that
would otherwise be vested one calendar quarter after termination.

PERFORMANCE EQUITY PLAN


     We have adopted the Performance Equity Plan to enable our company to offer
to our key employees, officers, directors, and consultants who provide valuable
services to us an opportunity to acquire a proprietary interest in our company
and to link their interests and efforts to the long-term interests of our
shareholders. The plan provides for the granting of awards to employees,
officers, directors, and consultants eligible to receive awards under the plan.
These awards may include stock options, restricted stock, stock reload options,
and other stock-based awards. A total of 2,704,670 shares of common stock may be
issued under the plan. As of February 22, 2000, no shares of our common stock
had been issued upon exercise of options granted under to the plan, and there
were outstanding options to acquire 2,371,900 shares of our common stock. We had
granted 237,408 shares of restricted stock under the plan and had approximately
100,000 shares available for grant under the plan. The plan will remain in
effect until no further grants can be made and no awards remain outstanding.



     Options and awards may be granted only to persons who at the time of grant
are key employees, officers, directors, or consultants, who are deemed to have
rendered or to be able to render significant services to our company, and who
are deemed to have or have the potential to contribute to the success of our
company. Options that are incentive stock options may only be granted to
employees of our company. To the extent that granted options are incentive stock
options, the terms and conditions of those options must be consistent with the
qualification requirements set forth in the Internal Revenue Code.



     The plan is administered by the Board of Directors, except that the Board
of Directors may delegate its power to administer the plan to a committee
appointed by the Board of Directors. The Board of Directors or the committee
will have the authority to administer all matters governing the plan, including
the persons eligible to receive awards, the terms and conditions of grants of
awards, the specified performance goals or other criteria that need to be
attained for the vesting of awards, and the substitution of any awards.


                                       38
<PAGE>   40


     The exercise prices, expiration dates, maximum number of shares
purchasable, and the other provisions of the options will be established at the
time of grant. The exercise prices of options may not be less than 100% (110% if
the option is granted to a shareholder who, at the time of grant, owns common
stock possessing more than 10% of the combined voting power of all classes of
stock of our company) of the fair market value of the common stock on the date
of grant. Options may be granted for terms of up to 10 years and become
exercisable in whole or in one or more installments at such time as may be
determined upon a grant of the options. To exercise an option, the optionholder
will be required to deliver to us full payment of the exercise price of the
shares as to which the option is being exercised.



     Under the plan, the Board or the committee also may award shares of
restricted stock or other stock-based awards either alone or in addition to
other awards granted under the plan. The committee will determine the eligible
persons, the number of shares to be awarded, the price (if any) to be paid by
the holder, and all other terms and conditions of such awards.


     Under the plan, all options and other awards will immediately vest and
become exercisable if any person or entity (other than our company, or any
officer, director, or principal stockholder of our company) acquires securities
of our company in one or more transactions having at least 25% of the total
voting power of all of our company's securities then outstanding, and such
acquisition is not authorized or otherwise approved by our Board of Directors.

LIMITATION OF LIABILITY; INDEMNIFICATION OF DIRECTORS AND OFFICERS


     Our articles of incorporation, as amended and restated, provide that a
director of our company will not be personally liable to our company or our
shareholders for monetary damages for conduct as a director, except for


     - acts or omissions involving intentional misconduct by the director or a
       knowing violation of law by the director,

     - assenting to an unlawful distribution where it is established that the
       director did not perform the director's duty of loyalty to our company,
       or

     - any transaction from which the director will personally receive a benefit
       in money, property, or services to which the director is not legally
       entitled.

     Our articles of incorporation also provide that if the Washington Business
Corporation Act is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of our company will be eliminated or limited to the fullest extent permitted by
the Washington Business Corporation Act, as so amended.

     Our articles of incorporation also provide that we will indemnify and
advance expenses, to the fullest extent permitted by the Washington Business
Corporation Act, to each person who is a director or officer of our company.
This indemnity will not apply if

     - acts or omissions of the director or officer are found to be intentional
       misconduct or a knowing violation of law,

     - a director assents to an unlawful distribution and it is established that
       such director did not perform the director's duty of loyalty to our
       company; or

                                       39
<PAGE>   41

     - any transaction with respect to which it was found that such director or
       officer personally received a benefit in money, property, or services to
       which the director or officer was not legally entitled.

     In addition, we have adopted provisions in our bylaws that require us to
indemnify our directors, officers, and certain other representatives of our
company against expenses and certain other liabilities arising out of their
conduct on behalf of our company.


     Our Board of Directors has approved, subject to approval by our
shareholders, the reincorporation of our company from Washington to Delaware. We
intend to submit the reincorporation proposal to our shareholders.


                                       40
<PAGE>   42


                       PRINCIPAL AND SELLING SHAREHOLDERS



     The following table sets forth certain information regarding the shares of
our common stock beneficially owned as of February 15, 2000 by each of our
directors and executive officers, all of our directors and executive officers as
a group, each person known by us to be the beneficial owner of more than 5% of
our common stock, and each selling shareholder. The table also sets forth the
number of shares of common stock that each selling shareholder may offer and
sell under this prospectus. The shares to be offered may be sold from time to
time, subject to the conversion of preferred stock or the exercise of warrants.



<TABLE>
<CAPTION>
                                                                        SHARES OF COMMON
                                            SHARES                      STOCK WHICH MAY
                                         BENEFICIALLY                      BE OFFERED
NAME OF BENEFICIAL OWNER(1)                OWNED(1)      PERCENT(2)     PURSUANT HERETO
- ---------------------------              ------------    -----------    ----------------
<S>                                      <C>             <C>            <C>
DIRECTORS AND EXECUTIVE OFFICERS:
Maurice J. Gallagher, Jr.**............    6,500,000(3)      8.7%                --
Travis Lee Provow......................    1,268,333(4)      1.8%                --
Peter A. Nelson........................    4,532,973(5)      6.3%                --
Ronald W. Loback.......................      586,269(6)     *                    --
Scot A. Brands.........................      215,625(7)     *                    --
Kenton G. Dallas.......................      312,500(8)     *                    --
James D. Shook.........................      303,052(9)     *                    --
M. Ponder Harrison.....................      525,000(10)    *                    --
Michael S. Falk**......................   25,069,187(11)    28.8%                --
Philip R. Ladouceur**..................      519,340(12)    *                    --
Directors and executive officers as a
  group (10 persons)...................   39,606,655        43.2%                --
5% SHAREHOLDERS:.......................                                          --
Commonwealth Associates, L.P...........   20,467,928(11)    25.2%                --
SELLING SHAREHOLDERS(13):
Abdullah M. Basodan....................      750,000(14)     1.1%           750,000
Security Systems, Inc. ................      400,000(15)    *               400,000
Maher Mohamed Al-Nowaiser..............      250,000(14)    *               250,000
James W. Lees..........................    3,600,000(16)     4.4%           200,000
Continental Capital & Equity
  Corporation..........................      350,000(17)    *               108,000
Peter F. Duerr.........................      101,250(14)    *               101,250
Lars Ewaldsen..........................       52,500(14)    *                52,500
Stan A. Moore..........................       50,000(14)    *                50,000
Tomasovich Family Trust................      593,574(18)    *                37,500
IC Holdings II, LLC....................       53,551(19)    *                32,000
Dr. Claus D. Martin....................       26,250(13)    *                26,250
Bill R. Poland.........................       12,500(13)    *                12,500
</TABLE>


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


  * Less than 1%.



 ** These individuals are designees of Commonwealth Associates, L.P. In
    connection with the private placement completed in January 2000, we granted
    Commonwealth the right to appoint four of seven of our directors. These
    three individuals joined our board of directors during February 2000 as
    designees of Commonwealth, which has waived its right to appoint a fourth
    director.


                                       41
<PAGE>   43

 (1) Beneficial ownership information is based on information provided to us,
     and the beneficial owner has no obligation to inform us of or otherwise
     report any such changes in beneficial ownership. Except as indicated, and
     subject to community property laws when applicable, the persons named in
     the table above have sole voting and investment power with respect to all
     shares of common stock shown as beneficially owned by them. Except as
     otherwise indicated, each director or officer may be reached through our
     offices at 2151 East Broadway Road, Suite 211, Tempe, Arizona 85282.


 (2) The percentages shown are calculated based upon 72,037,894 shares of common
     stock outstanding on February 15, 2000, which assumes 1,280,000 shares of
     common stock issuable upon conversion of the Series A preferred stock. The
     numbers and percentages shown include the shares of common stock actually
     owned as of February 15, 2000 and the shares of common stock that the
     person or group had the right to acquire within 60 days of February 15,
     2000. In calculating the percentage of ownership, all shares of common
     stock that the identified person or group had the right to acquire within
     60 days of February 15, 2000 upon the exercise of options and warrants are
     deemed to be outstanding for the purpose of computing the percentage of the
     shares of common stock owned by such person or group, but are not deemed to
     be outstanding for the purpose of computing the percentage of the shares of
     common stock owned by any other person.



 (3) Includes 2,000,010 shares of common stock issuable upon the exercise of
     warrants and 500,000 shares of common stock issuable upon exercise of agent
     warrants allocated to Mr. Gallagher from Commonwealth Associates.



 (4) Includes 228,333 shares of common stock issuable upon the exercise of stock
     options and 346,668 shares of common stock issuable upon the exercise of
     warrants.



 (5) Excludes 250,000 shares of common stock held by Mr. Nelson's spouse, Wendy
     Rusing Nelson, as her sole and separate property, and 574,323 shares of
     common stock owned by the Peter A. Nelson and Wendy Rusing Nelson
     Children's Trust, Kurt Kittleson trustee, dated May 22, 1998, an
     irrevocable trust for the benefit of their children. Mr. Kittleson has the
     full power to vote and exercise investment power with respect to the shares
     of the trust. Includes 28,278 shares of common stock issuable upon exercise
     of warrants.



 (6) Includes 420,000 shares of common stock issuable upon exercise of stock
     options and 33,334 shares of common stock issuable upon exercise of
     warrants.



 (7) Includes 15,625 shares of common stock issuable upon the exercise of stock
     options and 66,667 shares of common stock issuable upon the exercise of
     warrants.



 (8) Includes 112,500 shares of common stock issuable upon the exercise of stock
     options and 66,667 shares of common stock issuable upon exercise of
     warrants.



 (9) Includes 290,000 shares of common stock issuable upon the exercise of stock
     options and 4,351 shares of common stock issuable upon exercise of
     warrants.



(10) Includes 25,000 shares of common stock issuable upon exercise of stock
     options and 166,668 shares of common stock issuable upon exercise of
     warrants.



(11) Mr. Falk and Commonwealth Associates, L.P. are affiliates. Mr. Falk is also
     a control person of ComVest Capital Partners, LLC, an affiliate of
     Commonwealth. Includes (a) 9,250,000 shares of common stock held by
     ComVest, (b) 10,957,928 shares of common stock issuable upon the exercise
     of agent warrants, and (c) 66,667

                                       42
<PAGE>   44


     shares of common stock issuable upon the exercise of warrants. Mr. Falk,
     ComVest, and Commonwealth have shared voting and dispositive power with
     respect to the shares, warrants, and agent warrants held by ComVest and
     Commonwealth.



     Mr. Falk's individual ownership includes (i) 566,665 shares of common
     stock, (ii) 283,335 shares of common stock issuable upon the exercise of
     warrants, and (iii) 3,751,259 shares of common stocks issuable upon the
     exercise of agent warrants allocated to Mr. Falk from Commonwealth, and
     such amounts are not included in the beneficial ownership of Commonwealth.
     Amounts individually owned by Mr. Falk include 33,334 shares of common
     stock and 16,666 shares of common stock issuable upon exercise of warrants
     that are held in trust for the benefit of Mr. Falk's children.



     The amount of securities beneficially owned by Commonwealth set forth in
     the above table and elsewhere in this prospectus are adjusted to give
     effect to the transfers by Commonwealth of agent warrants to employees,
     account executives, and certain third parties as finder fees in connection
     with the our private placements of units. The address of Commonwealth and
     ComVest is 830 Third Avenue, New York, New York 10022.



(12) Includes 133,334 shares of common stock issuable upon the exercise of
     warrants and 119,340 shares of common stock issuable upon exercise of agent
     warrants allocated to Mr. Ladouceur from Commonwealth Associates.



(13) Except as indicated, none of the selling shareholders have ever held any
     position, office, or other material relationship with our company.



(14) Represents shares of common stock that the shareholder may acquire upon
     conversion of shares of Series A preferred stock.



(15) Represents shares of common stock issuable upon exercise of warrants. We
     issued these warrants to Security Systems, Inc. in connection with a loan
     during fiscal 1999. Mr. Lees is a control person of Security Systems, Inc.



(16) Includes 200,000 shares of common stock issuable upon exercise of warrants
     held by Mr. Lees. We issued these warrants to Mr. Lees in connection with a
     loan during fiscal 1999. Also includes 1,999,995 shares of common stock and
     1,400,005 warrants to purchase shares of common stock owned by entities in
     which Mr. Lees is a control person. Mr. Lees has shared voting and
     dispositive power with respect to all shares and 1,000,005 warrants held by
     these entities. Mr. Lees has sole voting and dispositive power with respect
     to 400,000 of the warrants held by these entities. See footnote 15.



(17) Includes 200,000 shares of common stock issuable upon exercise of warrants.
     Continental Capital & Equity Corporation served as our public relations
     firm from January 1999 until May 1999.



(18) Includes 37,500 shares of common stock issuable upon conversion of shares
     of Series A preferred stock.



(19) IC Holdings II, LLC provided investor relations services to our company
     from June 1998 until November 1998. Includes 32,000 shares of common stock
     issuable upon exercise of warrants.


                                       43
<PAGE>   45


                              CERTAIN TRANSACTIONS



     Mr. Nelson, the Vice Chairman of our Board of Directors and a principal
shareholder of our company, is also the principal shareholder of another company
that sublet office space from us through December 31, 1999. That company paid us
$5,000 per month for rent, office supplies, support staff, and management. These
payments totaled approximately $60,000 during 1998 and approximately $60,000
during 1999. We believe that this sublease was on terms no less favorable to Mr.
Nelson's affiliated company than it could have obtained from an unaffiliated
third party.



     Mr. Falk is the co-founder, Chairman, and Chief Executive Officer of
Commonwealth Associates. Mr. Falk is also a control person of ComVest Capital
Management LLC, an affiliate of Commonwealth. The relationships and agreements
among us, ComVest, and Commonwealth create certain conflicts of interest for
Commonwealth in acting in the best interests of itself as opposed to other
shareholders of our company and provide Commonwealth with substantial influence
and control over our company. See "Risk Factors," "Principal and Selling
Shareholders," and "Management."



     In October 1999, ComVest and its designees made available to us up to $1.0
million in a bridge financing. We ultimately borrowed an aggregate of $595,000
from ComVest and its designees, evidenced by bridge notes, and agreed to convert
the bridge notes into units at the closing of our December 1999 private
placement of units. As a result of the conversion, ComVest and its designees
received 5.95 units in the private placement consisting of 793,331 shares of
common stock and warrants to purchase 396,669 shares of common stock at an
exercise price of $0.75 per share. In November 1999, we granted ComVest and its
designees bridge warrants to purchase 10,000,000 shares of common stock at an
exercise price of $0.01 per share. The warrants were granted without cash
consideration in connection with the bridge financing and to induce Commonwealth
to raise additional capital for our company.



     During January 2000, we completed a private placement of 300 units to
accredited investors through Commonwealth Associates as placement agent. In
connection with the offering, Commonwealth Associates received (1) a commission
equal to 7% of the aggregate purchase price of the units sold, and (2) a
structuring fee equal to 3% of the aggregate purchase price of the units sold.
As a result, we paid Commonwealth an aggregate of $3.0 million in commissions
and structuring fees. We issued to Commonwealth seven-year warrants to purchase,
at an exercise price of $0.75 per share, 33.33% of the shares of common stock
(a) included in units sold, and (b) issuable upon exercise of the warrants
included in the units sold. As a result, we issued to Commonwealth 20,000,000
agent warrants.



     During February 2000, we completed another private placement of 13.5 units
to accredited investors through Commonwealth Associates as placement agent. In
connection with the offering, Commonwealth Associates received (1) a commission
equal to 7% of the aggregate purchase price of the units sold, and (2) a
structuring fee equal to 3% of the aggregate purchase price of the units sold.
As a result, we paid Commonwealth an aggregate of $135,000 in commissions and
structuring fees. We issued to Commonwealth seven-year warrants to purchase, at
an exercise price of $0.75 per share, 33.33% of the shares of common stock (a)
included in the units sold, and (b) issuable upon exercise of the warrants
included in the units sold. As a result, we issued to Commonwealth 900,000 agent
warrants.


                                       44
<PAGE>   46


     Commonwealth previously received from us 60,000 shares of common stock as a
non-refundable retainer to act as the placement agent in the private placement.
Upon the closing of the private placement, we granted Commonwealth the right to
appoint four of seven directors to our Board of Directors. To date, Commonwealth
has designated three of these directors to our Board of Directors and has waived
its right to appoint a fourth director.



     We have entered into an finder's agreement with Commonwealth under which we
will pay Commonwealth a fee ranging from 1% to 5% of the amount of certain
transactions with an individual or entity that is introduced to us by
Commonwealth. We believe that this agreement was provided on terms no less
favorable than could have been obtained from unaffiliated third parties.



     In addition, upon the closing of the private placement of units, we entered
into an 18-month financial advisory agreement with Commonwealth for financial
and investment banking services providing for a monthly fee to Commonwealth of
$5,000, the first three months of which were paid in advance upon the closing of
the private placement. During January 2000, the parties agreed to terminate the
financial advisory agreement. We believe that this agreement was provided on
terms no less favorable than could have been obtained from unaffiliated third
parties.



     After the completion of our private placements of units, Commonwealth
allocated agent warrants to purchase up to 3,751,259 shares of common stock to
Mr. Falk, 500,000 shares of common stock to Mr. Gallagher, and 100,000 shares of
common stock to Mr. Ladouceur. Commonwealth also allocated agent warrants to
purchase up to 750,000 shares of common stock to certain third parties as a
finder fee in connection with the private placements of units completed during
January and February 2000. Commonwealth has allocated agent warrants to
employees and account executives employed by Commonwealth.



     We granted to each of Messrs. Gallagher and Ladouceur options to purchase
150,000 shares of common stock at an exercise price of $2.50 per share. The
options will vest ratably each quarter over a four-year period.


                                       45
<PAGE>   47


                           DESCRIPTION OF SECURITIES


GENERAL


     The authorized capital stock of our company consists of 250,000,000 shares
of common stock, par value $.0001 per share, and 10,000,000 shares of preferred
stock, par value $.0001 per share. As of February 15, 2000, there were issued
and outstanding 70,757,894 shares of common stock and 25,600 shares of Series A
preferred stock. In addition, we have reserved the following:



     - 8,384,400 shares of common stock reserved for issuance upon exercise of
       outstanding stock options,



     - 22,114,185 shares of common stock reserved for issuance upon exercise of
       outstanding warrants,



     - 1,280,000 shares of common stock reserved for issuance upon conversion of
       the Series A preferred stock, and



     - 20,900,000 shares of common stock reserved for issuance upon exercise of
       the agent warrants issued to Commonwealth.



COMMON STOCK


     The holders of common stock are entitled to one vote for each share on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Accordingly, the holders of a majority of the common stock entitled to
vote in any election of directors may elect all of the directors standing for
election. Subject to the preferences that may be applicable to any
then-outstanding preferred stock, the holders of common stock will be entitled
to receive such dividends, if any, as may be declared by the Board of Directors
from time to time out of legally available funds. Upon the liquidation,
dissolution, or winding up of our company, the holders of common stock will be
entitled to share ratably in all the assets that are legally available for
distribution, after payment of all debts and other liabilities and subject to
the prior rights of holders of any preferred stock then outstanding. The holders
of common stock have no preemptive, subscription, redemption, or conversion
rights.

PREFERRED STOCK

     Our Board of Directors is authorized, subject to any limitations prescribed
by Washington law, but without further action by the shareholders, to provide
for the issuance of serial preferred stock in one or more series; to establish
from time to time the number of shares to be included in these series; to fix
the designations, powers, preferences, and rights of the shares of each such
series and any qualifications, limitations, or restrictions thereof; and to
increase or decrease the number of shares of any such series, but not below the
number of shares of such series then outstanding, without any further vote or
action by the shareholders. The Board of Directors may authorize and issue
serial preferred stock with voting or conversion rights that could adversely
affect the voting power or other rights of the holders of common stock. In
addition, the issuance of serial preferred stock may have the effect of
delaying, deterring, or preventing a change in control of our company.

                                       46
<PAGE>   48

SERIES A PREFERRED STOCK

     We have outstanding 25,600 shares of Series A preferred stock. Holders of
the Series A preferred stock are entitled to votes equal to 80% of the number of
shares of common stock into which the Series A preferred stock are convertible.
Unless otherwise specified or required by law, holders of the Series A preferred
stock will vote with the holders of common stock as a single class on all
matters submitted to a vote of shareholders. The holders are entitled to a
cumulative annual dividend of 10%, which is payable quarterly either in cash or
in common stock at our option. The holders of the Series A preferred stock will
have preference in payment of dividends over the holders of common stock. In the
event of any liquidation, dissolution, or winding up of our company, the holders
of Series A preferred stock will be entitled to receive $100 per share of Series
A preferred stock, plus any accrued but unpaid dividends, before the holders of
common stock receive any distribution. Beginning in February 2000, each share of
Series A preferred stock will be convertible at any time by the holders into 50
shares of common stock, an aggregate of 1,280,000 shares. In the event that the
closing price of the shares of common stock on the OTCBB for 20 days out of a 30
consecutive trading day period is at least $6.00 per share, we will have the
right to redeem the Series A preferred stock at a redemption rate of $100 per
share plus accrued and unpaid dividends. The Series A preferred stock will
convert automatically into common stock if

     - the closing price of the shares of common stock on the OTCBB for 20 days
       out of a 30 consecutive trading day period is at least $8.00,

     - we raise at least $6.0 million from the sale of our common stock at a
       price per share greater than or equal to $5.00, or


     - we complete a merger in which our company is not the surviving legal
       entity.



WARRANTS


UNIT WARRANTS


     In connection with our private placements of units in December 1999 and
January 2000, we issued warrants to purchase 20,900,105 shares of common stock.
Each unit warrant entitles the holder to purchase at any time for a period of
five years, a specified number of shares of common stock at an exercise price of
$0.75 per share. After the expiration of the exercise period, unit warrant
holders will have no further rights to exercise the unit warrants.



     The unit warrants may be exercised only for full shares of common stock. We
will not issue fractional shares of common stock or cash in lieu of fractional
shares of common stock. Unit warrant holders do not have any voting or other
rights as shareholders of our company.



     The exercise price and the number of shares of common stock purchasable
upon the exercise of each unit warrant are subject to adjustment upon the
happening of certain events, such as stock dividends, distributions, and splits.
No adjustment in the exercise price will be required unless cumulative
adjustments require an adjustment of at least $0.01. In case of any
consolidation, merger, or sale of all or substantially all of the assets of our
company, the holder of each of the unit warrants will have only the right, upon
the subsequent exercise thereof, to receive the kind and amount of shares and
other securities and property, including cash, that the holder would have been
entitled to receive by virtue


                                       47
<PAGE>   49

of such transaction had the unit warrants been exercised immediately prior to
such transaction.


     Commencing on the date 60 days following their issuance, the unit warrants
will be callable by us at $0.01 per unit warrant if the average closing price of
the common stock is greater than or equal to $3.00 per share on the OTCBB or
NASDAQ for a period of 20 consecutive trading days and if the common stock
issuable upon exercise of the unit warrants is then covered by an effective
registration statement.



AGENT WARRANTS



     In connection with our private placements of units in January and February
2000, we issued to Commonwealth as placement agent 20,900,000 common stock
purchase warrants. As of February 15, 2000, all of these agent warrants remained
outstanding. The agent warrants entitle the holder to purchase, at any time
prior to December 2006, 20,900,000 shares of common stock at an exercise price
of $0.75 per share, subject to adjustment in accordance with the antidilution
and other provisions referred to below. The agent warrants may be exercised in
whole or in part. Until the agent warrants are exercised, the holders of the
agent warrants will not have the rights or privileges of holders of common
stock.



     The agent warrants contain certain antidilution provisions, which makes the
exercise price of the agent warrants and the number of underlying agent warrant
shares subject to adjustment upon the happening of certain events. No
adjustments will be made unless such adjustment, or aggregation of adjustments,
would require an increase or decrease of at least $0.01 in the exercise price of
the agent warrants.



OTHER WARRANTS



     In June 1998, in connection with an investor relations agreement, we issued
to an investor relations firm five-year warrants to purchase 32,000 shares of
common stock at an exercise price of $8.50 per share. In satisfaction of amounts
payable to this firm, we amended the terms of the warrants in July 1999 to (a)
reduce the exercise price to $4.00 per share, and (b) grant certain "demand" and
"piggyback" registration rights with respect to the shares of common stock
purchasable pursuant to the warrants, as described below.



     In connection with services rendered to our company, we have issued to
third parties other warrants to purchase approximately 1,200,000 shares of our
common stock at exercise prices ranging from $0.75 to $9.00 per share. The
rights to exercise the warrants expire on varying dates.


REGISTRATION RIGHTS


     In connection with the issuance of the shares of Series A preferred stock,
we agreed to use our "best efforts" to register the common stock issuable upon
conversion of the Series A preferred stock no later than November 1999. As of
February 15, 2000, 25,600 shares of Series A preferred stock were outstanding,
which are convertible into an aggregate of 1,280,000 shares of common stock.



     In August 1998, we granted to a third party warrants to purchase 40,000
shares at prices ranging from $7.50 to $9.00 per share. In October 1998 we
granted the same party additional warrants to purchase 51,500 shares at $2.00
per share. We agreed to use our "best efforts" to register, after their
issuance, the 91,500 shares of common stock


                                       48
<PAGE>   50

underlying the warrants at our sole cost and expense. None of these warrants
have been exercised, and we have not yet filed such registration statement.


     We granted certain "piggy-back" registration rights with respect to 32,000
shares of common stock purchasable pursuant to the warrants granted to an
investor relations firm. Under these registration rights, the holder of common
stock acquired on exercise of the warrants may request us to register such stock
if we propose to register any securities under the securities laws using the
same registration form that would be used to register the warrants. We have also
granted certain "demand" registration rights with respect to the shares of
common stock purchasable pursuant to the warrants. Under these registration
rights, the holder may request us to register such stock. If the registration
statement to be filed pursuant to the "demand" or "piggyback" registration
rights is pursuant to an underwritten offering, the managing underwriter may
reduce the shares to be included in the registration if, in the judgment of the
underwriter, the shares to be included would interfere with the successful
marketing of the offering. We have agreed to pay all expenses associated with
any registration of the common stock acquired pursuant to the exercise of the
warrants.



     We have granted certain "demand" registration rights commencing six months
from the final closing of the private placement of units in January 2000 with
respect to the shares of common stock included in the units, issuable upon
exercise of the unit warrants, the agent warrants, and the bridge warrant shares
relating to that private placement. Under such registration rights, the
following parties may request us to register the resale of such securities:


     - the holders of the bridge warrant shares,


     - the holders of at least 50% of the shares of common stock included in the
       units, and


     - the holders of at least 50% of the shares of common stock issuable upon
       exercise of the agent warrants.

     We will not be obligated to file more than

     - one "demand" registration with respect to the bridge warrant shares,

     - one "demand" registration with respect to the shares of common stock
       included in the units and issuable upon exercise of the unit warrants,
       and

     - one "demand" registration with respect to the agent warrants.


We also have granted certain "piggyback" registration rights with respect to the
these securities. In the event a demand is made pursuant to the demand
registration rights pursuant to the unit warrants and we do not file a
registration statement with the Securities and Exchange Commission within the
required period, the exercise price of the unit warrants will be reduced by 10%
and will be reduced by an additional 10% for each 90 days thereafter until a
registration statement is so filed.



     We have agreed to pay all expenses associated with any registration of
these securities, except that any underwriter's fees, discounts, and commissions
relating to the securities registered for these holders will be the
responsibility of the holder.


                                       49
<PAGE>   51

LOCK-UP AGREEMENTS


     Each investor in the private placement of units during December 1999,
January 2000, and February 2000 agreed with Commonwealth, the placement agent in
that offering, not to sell, transfer, or otherwise dispose of any securities
included in the units for one year following the final closing of the private
placement, and thereafter, and not to sell, transfer, or otherwise dispose of
more than 25% of such securities on a cumulative basis during each subsequent
90-day period thereafter (such 24-month period will be referred to as the
"Lock-Up Period"). If we undertake certain private or public offerings during
the Lock-Up Period, the investors agreed not to sell, transfer, or otherwise
dispose of their securities for such period of time following such qualified
offering, not to exceed 12 months, as the managing underwriter or placement
agent of the qualified offering may request, provided Commonwealth agrees.
Certain officers and directors of our company, Commonwealth, ComVest, and
certain other persons are subject to similar lock-up agreements.



     In connection with our agreement to register the warrants issued to them,
Mr. Lees and Security Systems, Inc. agreed not to sell, transfer, or otherwise
dispose of more than 20,000 and 40,000 shares of common stock underlying the
warrants, respectively, in any calendar month following exercise of the
warrants.


TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our common stock is American
Securities Transfer & Trust, Inc., Denver, Colorado.


                              PLAN OF DISTRIBUTION



     This prospectus relates to a total of 2,020,000 shares of common stock
currently outstanding or issuable to the selling shareholders upon exercise of
outstanding warrants or conversion of Series A preferred stock. These shares may
be sold from time to time by the selling shareholders. As used in this
prospectus, "selling shareholders" include transferees, donees, pledgees,
legatees, heirs, or legal representatives that sell shares received from a named
selling shareholder after the date of this prospectus.



     The selling shareholders have advised us that they have not entered into
any agreements, understandings, or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling shareholders. At the time a particular offering of
common stock is made and to the extent required, the aggregate number of shares
being offered, the name or names of the selling shareholders, and the terms of
the offering, including the name of names of any underwriters, broker-dealers or
agents, any discounts, concessions, or commissions and other terms constituting
compensation from the selling shareholders, and any discounts, concessions, or
commissions allowed or reallowed or paid to broker-dealers, will be set forth in
an accompanying prospectus supplement.


     Sales of the common stock offered hereby may be effected by or for the
account of the selling shareholders from time to time in transactions, which may
include block transactions, in the over-the-counter market, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to the prevailing market price,

                                       50
<PAGE>   52


or at negotiated prices. The selling shareholders may effect these transactions
by selling the common stock offered hereby directly to purchasers, through
broker-dealers acting as agents for the selling shareholders, or to
broker-dealers that may purchase such shares as principals and thereafter sell
the shares from time to time in transactions, which may include block
transactions, in the over-the-counter market, in negotiated transactions,
through a combination of such methods of sales or otherwise. In effecting sales,
broker-dealers engaged by selling shareholders may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions, or commissions from the
selling shareholders or the purchasers of the common stock offered hereby for
whom such broker-dealers may act as agents or to whom they may sell as
principals, or both. As to a particular broker-dealer, such compensation might
be in excess of customary commissions.


     The selling shareholders may resell the shares of common stock being
registered for resale hereby

     - in transactions that are exempt from registration under the Securities
       Act or

     - as long as the registration statement there is a qualification in effect
       under, or an available exemption from, any applicable state securities
       law with respect to the resale of such shares.


     There is no assurance that any selling shareholder will sell any common
stock offered hereby, and any selling shareholder may transfer, devise, or gift
the common stock by other means not described in this prospectus. For example,
in addition to selling pursuant to the registration statements of which this
prospectus is a part or to which it relates, the selling shareholders also may
sell under Rule 144.


     The selling shareholders and any broker-dealers, agents, or underwriters
that participate with the selling shareholders in the distribution of common
stock offered hereby may be deemed to be "underwriters" within the meaning of
the Securities Act. Accordingly, the selling shareholders will be subject to the
prospectus delivery requirements of the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such persons, and any profits
received on the resale of the common stock offered hereby and purchased by them,
may be deemed to be underwriting commissions or discounts under the Securities
Act. We will not pay any compensation to any NASD member in connection with this
offering. Brokerage commissions, if any, attributable to the sale of the shares
of common stock offered hereby will be borne by the selling shareholders.

     We will not receive any proceeds from the sale of any shares of common
stock by the selling shareholders. We have agreed to bear all expenses, other
than selling commissions, in connection with the registration and sale of the
common stock being offered by the selling shareholders. We have agreed to
indemnify certain of the selling shareholders against certain liabilities under
the Securities Act. Each selling shareholder may indemnify any broker-dealer
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.

     To comply with the securities laws of certain jurisdictions, if applicable,
the shares of common stock offered hereby will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the common stock offered hereby may not be sold
unless they have been registered or qualified for sale in the

                                       51
<PAGE>   53

applicable state or an exemption from the registration or qualifications
requirement is available and is complied with.

     Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the common stock offered pursuant to this
prospectus may be limited in its ability to engage in market activities with
respect to the common stock. Without limiting the foregoing, each selling
shareholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including Regulation M. Those rules and
regulations may limit the timing of purchases and sales of any of the common
stock offered by the selling shareholders pursuant to this prospectus, which may
affect the marketability of the common stock offered hereby.

     The selling shareholders also may pledge the shares of common stock being
registered for resale hereby to NASD broker/dealers pursuant to the margin
provisions of each selling shareholder's customer agreements with such pledgees.
Upon default by a selling shareholder, the pledgee may offer and sell shares of
common stock from time to time as described above.


                                 LEGAL MATTERS



     The validity of the shares of common stock offered hereby will be passed
upon for us by Greenberg Traurig, LLP, Phoenix, Arizona.



                                    EXPERTS



     The consolidated financial statements of Intelispan, Inc. as of December
31, 1998 and 1999, and the years ended December 31, 1998 and 1999 have been
included herein and in the registration statement in reliance upon the report of
KPMG LLP, independent certified public accountants, appearing elsewhere herein,
and upon the authority of said firm in accounting and auditing.



                   WHERE YOU CAN FIND ADDITIONAL INFORMATION


     We filed a registration statement on Form SB-2 with the Securities and
Exchange Commission relating to the common stock offered by this prospectus.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules thereto. Statements
contained in this prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance we refer
you to the copy of such contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference. For further information with respect to Intelispan, Inc. and the
common stock offered by this prospectus, we refer you to the registration
statement, exhibits, and schedules.

     Anyone may inspect a copy of the registration statement without charge at
the public reference facilities maintained by the Securities Exchange and
Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; the
Chicago Regional Office, Suite 1400, 500 West Madison Street, Citicorp Center,
Chicago, Illinois 60661; and the New York Regional Office, Suite 1300, 7 World
Trade Center, New York, New York 10048. Copies

                                       52
<PAGE>   54

of all or any part of the registration statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the prescribed fees. The public
may obtain information on the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. The registration
statement is also available through the Securities and Exchange Commission's Web
site at the following address: http://www.sec.gov.


     This prospectus includes statistical data regarding the virtual private
network market and growth of the remote access that were obtained from industry
publications, including reports generated by Infonetics Research and the Gartner
Group. These industry publications generally obtain information from sources
believed to be reliable. We have not sought the consent of any of these
organizations to refer to their reports in this prospectus.


                                       53
<PAGE>   55

                                INTELISPAN, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Independent Auditors' Report................................   F-2
Consolidated Balance Sheets as of December 31, 1998 and
  1999......................................................   F-3
Consolidated Statements of Operations for the Years Ended
  December 31, 1998, and 1999...............................   F-4
Consolidated Statements of Shareholders' Equity for the
  Years Ended December 31, 1998 and 1999....................   F-5
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1998 and 1999................................   F-6
Notes to Consolidated Financial Statements..................   F-7
</TABLE>


                                       F-1
<PAGE>   56


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders


Intelispan, Inc.:



     We have audited the accompanying consolidated balance sheets of Intelispan,
Inc. as of December 31, 1998 and 1999 and the related consolidated statements of
operations, shareholders' equity and cash flows for the years then ended. 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 Intelispan,
Inc. as of December 31, 1998 and 1999 and the results of its operations and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.



                                                     /s/ KPMG LLP



February 18, 2000


Phoenix, Arizona


                                       F-2
<PAGE>   57


                                INTELISPAN, INC.



                          CONSOLIDATED BALANCE SHEETS


                           DECEMBER 31, 1998 AND 1999



<TABLE>
<CAPTION>
                                                         1998           1999
                                                      -----------    -----------
<S>                                                   <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents.........................  $    27,459      9,631,638
  Accounts receivable net of allowance of $0 at
     December 31, 1998 and $176,666 at December 31,
     1999...........................................       82,040        447,739
  Prepaid expenses..................................      235,775         95,110
  Other current assets..............................       53,163         61,833
                                                      -----------    -----------
          Total current assets......................      398,437     10,236,320
Property and equipment, net.........................      376,671        348,079
Intangibles, net....................................    1,029,322        957,386
Other long-term assets..............................      237,831        227,961
                                                      -----------    -----------
                                                      $ 2,042,261     11,769,746
                                                      ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable....................................  $   561,846        746,048
Accrued liabilities.................................      201,245      1,288,364
Notes payable to shareholders.......................           --         57,250
                                                      -----------    -----------
          Total current liabilities.................      763,091      2,091,662
Note payable........................................      188,957        206,405
Minority interest...................................       92,230        129,749
Commitments, contingencies and subsequent events
Shareholders' equity:
  Preferred Stock, $.0001 par value; 25,600 shares
     issued and outstanding.........................           --              3
  Common Stock, $.0001 par value; 100,000,000 shares
     authorized, issued, and outstanding 18,377,471
     shares in 1998 and 47,471,833 shares in 1999...        1,837          4,747
  Paid-in capital...................................    6,779,314     20,605,639
  Accumulated deficit...............................   (5,783,168)   (11,268,459)
                                                      -----------    -----------
          Total shareholders' equity................      997,983      9,341,930
                                                      -----------    -----------
                                                      $ 2,042,261     11,769,746
                                                      ===========    ===========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>   58


                                INTELISPAN, INC.



                     CONSOLIDATED STATEMENTS OF OPERATIONS


                     YEARS ENDED DECEMBER 31, 1998 AND 1999



<TABLE>
<CAPTION>
                                                          1998           1999
                                                       -----------    ----------
<S>                                                    <C>            <C>
Revenue..............................................  $   129,596       743,709
Costs of sales.......................................      915,403     1,286,410
                                                       -----------    ----------
          Gross loss.................................     (785,807)     (542,701)
                                                       -----------    ----------
Operating expenses:
  Selling............................................    2,299,072     1,183,183
  General and administrative.........................    2,618,287     3,384,105
  Cost of abandoned acquisition......................      225,550            --
                                                       -----------    ----------
          Total operating expenses...................    5,142,909     4,567,288
                                                       -----------    ----------
          Operating loss.............................   (5,928,716)   (5,109,989)
Interest expense.....................................      (18,980)     (469,922)
Interest income......................................       40,256        12,073
Minority interest....................................      696,880        82,547
                                                       -----------    ----------
          Net loss...................................  $(5,210,560)   (5,485,291)
                                                       ===========    ==========
Preferred stock dividends............................           --       (96,000)
                                                       -----------    ----------
          Net loss applicable to common                $(5,210,560)   (5,581,291)
             shareholders............................
                                                       ===========    ==========
Net loss per common share -- basic and diluted.......  $     (0.32)        (0.27)
                                                       ===========    ==========
Weighted average common shares outstanding...........   16,334,670    20,817,660
                                                       ===========    ==========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       F-4
<PAGE>   59


                                INTELISPAN, INC.



                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999



<TABLE>
<CAPTION>
                                               PREFERRED                          ADDITIONAL                     TOTAL
                                   PREFERRED     SHARE       COMMON      SHARE     PAID-IN     ACCUMULATED   SHAREHOLDERS'
                                    SHARES      AMOUNT       SHARES     AMOUNTS    CAPITAL       DEFICIT        EQUITY
                                   ---------   ---------   ----------   -------   ----------   -----------   -------------
<S>                                <C>         <C>         <C>          <C>       <C>          <C>           <C>
Balances, December 31, 1997......       --      $    --    10,371,429   $1,037       598,963      (572,608)       27,392
Common shares issued to investors
  under revised Stock Purchase
  Agreement......................       --           --       303,630       30           (30)           --            --
Common shares issued in January
  1998 private offering..........       --           --     1,468,939      147     3,324,853            --     3,325,000
Common shares issued for efforts
  in raising funds in January
  1998 private offering..........       --           --     5,784,639      578          (578)           --            --
Purchase of net assets from the
  merger of ELSC.................       --           --            --       --       268,646            --       268,646
Common shares issued in July 1998
  private offering, net of
  $195,000 costs.................       --           --       341,334       34     2,364,971            --     2,365,005
Common shares issued as
  compensation for services......       --           --       107,500       11       222,489            --       222,500
Net loss.........................       --           --            --       --            --    (5,210,560)   (5,210,560)
                                    ------      -------    ----------   ------    ----------   -----------    ----------
Balances, December 31, 1998......       --           --    18,377,471    1,837     6,779,314    (5,783,168)      997,983
Common shares issued in January
  1999 private offering, net of
  $64,800 costs..................       --           --       500,001       50       635,150            --       635,200
Common shares converted to
  preferred shares...............   25,600            3      (341,334)     (34)           31            --            --
Common shares issued as
  compensation for services......       --           --       274,408       28       412,477            --       412,505
Issuance of warrants and shares
  to third parties for services
  and in connection with debt
  financing......................       --           --        60,000        6       660,935            --       660,941
Exercise of warrants by third
  parties and equity in
  connection with debt
  financing......................       --           --    10,000,000    1,000        99,000            --       100,000
Common shares issued in December
  1999, private offering, net of
  $158,931 costs.................       --           --    18,601,287    1,860    12,114,732            --    12,116,592
Dividends accrued for preferred
  stock..........................       --           --            --       --       (96,000)           --       (96,000)
Net loss.........................       --           --            --       --            --    (5,485,291)   (5,485,291)
                                    ------      -------    ----------   ------    ----------   -----------    ----------
Balances, December 31, 1999......   25,600      $     3    47,471,833   $4,747    20,605,639   (11,268,459)    9,341,930
                                    ======      =======    ==========   ======    ==========   ===========    ==========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       F-5
<PAGE>   60


                                INTELISPAN, INC.



                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999



<TABLE>
<CAPTION>
                                                                 1998           1999
                                                              -----------    ----------
<S>                                                           <C>            <C>
Cash flows from operating activities:
  Net loss..................................................  $(5,210,560)   (5,485,291)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization..........................      261,130       382,506
     Minority interest......................................     (696,880)      (82,547)
     Noncash compensation...................................       69,958       (95,998)
     Bad debt expense.......................................           --       176,666
     Loss on disposal of property and equipment,
      intangibles...........................................           --        10,934
     Common stock issued as compensation for services.......      222,500       858,753
     Noncash interest expense...............................           --       214,691
     Decrease (increase) in assets:
       Accounts receivable..................................      (76,187)     (542,365)
       Prepaid expenses.....................................     (227,085)      140,665
       Other current assets.................................       (8,206)       (8,670)
       Other long-term assets and intangibles...............     (665,243)      (64,128)
     Increase in liabilities:
       Accounts payable.....................................      402,985       184,202
       Accrued expenses.....................................      170,992     1,087,119
                                                              -----------    ----------
          Net cash used in operating activities.............   (5,756,596)   (3,223,463)
                                                              -----------    ----------
Cash flows from investing activities:
  Purchases of property and equipment.......................     (386,138)     (138,848)
  Proceeds from sale of property and equipment..............           --        40,000
                                                              -----------    ----------
          Net cash used in investing activities.............     (386,138)      (98,848)
                                                              -----------    ----------
Cash flows from financing activities:
  Issuance of common stock..................................    5,690,005    12,851,792
  Proceeds from note payable................................      188,957     2,501,405
  Principal payments on notes payable, stockholders.........     (700,000)   (2,426,707)
                                                              -----------    ----------
          Net cash provided by financing activities.........    5,178,962    12,926,490
                                                              -----------    ----------
Net increase (decrease) in cash and cash equivalents........     (963,772)    9,604,179
Beginning cash and cash equivalents.........................      991,231        27,459
                                                              -----------    ----------
Ending cash and cash equivalents............................  $    27,459     9,631,638
                                                              ===========    ==========
</TABLE>



The Company's initial contribution in the investment in Contego, LLC was a note
payable in the amount of $868,000. The Company subsequently paid this note along
with accrued interest of $17,411.



See accompanying notes to consolidated financial statements.


                                       F-6
<PAGE>   61


                                INTELISPAN, INC.



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 1998 AND 1999



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



(A) NATURE OF ORGANIZATION



     Intelispan, Inc. (the Company) was incorporated on September 15, 1997. The
Company was formed with the intention of providing a comprehensive package of
data communication services designed to meet the developing global
communications and electronic commerce needs of businesses and other
organizations. Management anticipates incurring additional losses as it pursues
its development efforts and implements its business plan.



     In 1999, the Company completed the development of its technology products
and is able to commence principal operations. The Company is no longer
considered a development stage enterprise.



(B) MERGER



     The Company (accounting acquirer) entered into a Plan of Merger and
Reorganization as of July 27, 1998 whereby the legal acquirer, Equipment Leasing
and Sales Corporation (ELSC), was merged with the Company using the purchase
method of accounting. Under the terms of the merger, shareholders of the Company
received one share of ELSC stock for every 1.131769 shares and/or warrants owned
as of the merger effective date. Immediately upon closing, the officers and
directors of ELSC resigned and were replaced by the Company's officers and
directors. Additionally, ELSC changed its name to Intelispan, Inc.



(C) PRINCIPLES OF CONSOLIDATION



     The Company held a 43% interest in Contego, LLC as of December 31, 1997. On
September 28, 1998, the Chief Executive Officer of Intelispan, Peter Nelson,
transferred his 8% interest in Contego to the Company in accordance with a
previous shareholder investment agreement. As a result of the Company's direct
ownership interest of 43% and the Company's CEO interest of 8% the Company
effectively controlled 51% of Contego and therefore consolidated Contego. On
November 30, 1998, the Company acquired an additional 9.4% as a result of
contributing $400,000 in a capital call that was not met by the other members of
Contego. During October 1999, one member transferred his 6.5% interest in
Contego to the Company as the result of a lawsuit settlement. Therefore, the
Company held a 66.8% interest in Contego, LLC as of December 31, 1999.



(D) USE OF ESTIMATES



     The Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with generally
accepted accounting principles. Actual results could differ from those
estimates.


                                       F-7
<PAGE>   62

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



(E) CASH AND CASH EQUIVALENTS



     The Company considers all highly liquid investments with a maturity of
three months or less at the time of purchase to be cash equivalents.



(F) PROPERTY AND EQUIPMENT



     Property and equipment is recorded at cost. Depreciation of equipment is
determined using the straight-line method over the estimated useful lives of the
related assets, which is seven years for furniture and fixtures and three to
five years for equipment and software. Depreciation expense charged to
operations during the years ended December 31, 1998 and 1999 was $49,801 and
$98,054, respectively.



(G) INTANGIBLES



     Intangibles are recorded at cost and are amortized over their estimated
useful lives using the straight-line method. Intangibles at December 31, 1998
and 1999 respective amortization periods are as follows:



<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                              -----------------------
                                                 1998         1999
                                              ----------    ---------
<S>                                           <C>           <C>          <C>
Software code...............................  $  827,628      827,628     5 years
Product license fee.........................     400,000      410,000     5 years
Product license fee.........................      25,000       25,000     2 years
Trademarks..................................       8,222        8,222    15 years
Goodwill....................................          --      195,064     3 years
Other.......................................      22,527       19,367     5 years
                                              ----------    ---------
                                               1,283,377    1,485,281
Accumulated amortization....................    (254,055)    (527,895)
                                              ----------    ---------
                                              $1,029,322      957,386
                                              ==========    =========
</TABLE>



     The software code was contributed to Contego, LLC by one of its members.
The code is currently in use and is the backbone of the Public Key
Infrastructure (PKI) product. The amounts of unamortized software development
costs included in intangible assets, net, at December 31, 1998 and 1999, were
$620,721 and $455,195, respectively. The amortization expense for 1998 and 1999
was $212,149 and $285,877, respectively.



(H) ADVERTISING COSTS



     Advertising costs are expensed at the time the advertisement takes place.
Advertising expense charged to operations during the years ended December 31,
1998 and 1999 was $352,538 and $0, respectively. As of December 31, 1999, the
Company has recorded $180,000 of deferred advertising costs which are included
in other long term assets.


                                       F-8
<PAGE>   63

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



(I) COST OF ABANDONED ACQUISITION



     The Company abandoned a planned acquisition on September 30, 1998. In
accordance with the merger and acquisition agreement, the Company was required
to pay a break-up fee and legal fees of the intended acquiree. Included in 1998
was the negotiated breakup fee of $165,909, and the corresponding legal fees of
$59,641.



(J) STOCK BASED COMPENSATION



     In accordance with the provisions of Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, the Company measures
stock-based compensation expense as the excess of the market price on date of
grant over the amount the employee must pay for the stock. The Company's policy
is to generally grant stock options at fair market value at the date of grant;
therefore no compensation expense is recognized. As permitted, the Company has
elected to adopt only the disclosure provisions of SFAS No. 123, Accounting for
Stock-based Compensation (see note 8).



(K) LOSS PER SHARE OF COMMON STOCK



     Basic earnings (loss) per share is computed by dividing income (loss)
attributable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings (loss) per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings (loss) of the
Company. In calculating diluted net loss per common share for 1998 and 1999,
common stock equivalent shares of 2,060,947 and 2,113,962, respectively,
consisting of stock options and warrants have been excluded because their
inclusion would have been anti-dilutive.



(L) IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF



     The Company accounts for long-lived assets under the provisions of SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. This Statement requires that long-lived assets and
certain identifiable intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.



(M) REVENUE RECOGNITION



     The Company recognizes revenue on a monthly basis for services provided to
and accepted by a customer during that month.


                                       F-9
<PAGE>   64

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



(N) SEGMENT REPORTING



     During 1999, the Company adopted the provisions of SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information. SFAS 131
establishes annual and interim reporting standards for operating segments of a
company. The statement requires disclosures of selected segment-related
financial information about products, major customers, and geographic areas. The
Company has one operating segment because it is not organized by multiple
segments for purposes of making operating decisions or assessing performance.
The chief operating decision maker evaluates performance, makes operating
decisions, and allocates resources based on financial data consistent with the
presentation in the accompanying financial statements.



     The Company's revenues have all been earned from customers in the United
States. In addition, all operations and assets are based in the United States.
Three customers account for approximately 25%, 15% and 14% of 1999 revenue. Five
of the Company's customers represent 16%, 16%, 12%, 11% and 10% of the accounts
receivable at December 31, 1999.



(O) RECLASSIFICATION



     Certain amounts in 1998 were reclassified to conform with the 1999
presentation.



(P) LIQUIDITY



     The proceeds received from the private placement in December 1999 and the
first two months of 2000 together with cash received from sales shall provide
the company sufficient capital for its operations in 2000.



(2) PROPERTY AND EQUIPMENT



     Property and Equipment at December 31, 1998 and 1999 consists of the
following:



<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                                --------------------     ESTIMATED
                                                  1998        1999      USEFUL LIFE
                                                --------    --------    -----------
<S>                                             <C>         <C>         <C>
Furniture and fixtures........................  $202,540     152,968      7 years
Computer equipment and software...............   219,743     289,947      3 years
Office equipment..............................     5,188      51,763      5 years
                                                --------    --------
                                                 427,471     494,678
Less accumulated depreciation.................   (50,800)   (146,599)
                                                --------    --------
                                                $376,671     348,079
                                                ========    ========
</TABLE>



(3) NOTES PAYABLE



     In September 1998, the Company entered into a financial advisory services
agreement with a third party. The term of the agreement is three years, unless
terminated by either


                                      F-10
<PAGE>   65

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



party before the end of the term. In exchange for the agreed upon financial
advisory services and advertising (see note 1(h)), the Company is obligated to
pay the third party an initial payment of $30,000 (expensed during 1998), a fee
of $4,000 per month over term of the agreement, and $250,000 non-interest
bearing note payable, due October 11, 2001. The Company has imputed interest at
11% per annum and charged interest expense, accordingly. The indebtedness
evidenced by the note shall be subordinate and junior to any present or future
debts and obligations, whether secured or unsecured, arising from the borrowing
of money from a bank, trust company, insurance company, pension trust fund, or
other financial institution.



     In March 1999 and April 1999, the Company received convertible debt
financing in the amount of $206,250 from a third party. On June 22, 1999, the
Company issued a $1,000 promissory note to the third party in exchange for
extending the due dates of each note to October 31, 1999. The notes payable bear
interest at the rate of 10% per annum. In December 1999, the third party
converted $150,000 of the notes payable into shares of common stock as part of
the Company's December private placement. The remaining principal balance and
accrued interest was repaid to the third party from net proceeds of the December
1999 private placement.



     In April 1999, the Company entered into a Standstill Agreement with another
corporation in connection with a proposed merger. Under that agreement, that
corporation advanced the sum of $800,000 to the Company over the period from
April 1999 through June 1999. In November 1999, the Company and the corporation
terminated the negotiations of the proposed merger. As a result, the Company and
the corporation entered into a Settlement Agreement in December 1999. As part of
the Settlement Agreement, the Company agreed to repay a negotiated amount of
$846,000 to the corporation in connection with the funds advanced to the Company
under the Standstill Agreement. The Company paid the $846,000 in December 1999
from the net proceeds of the December 1999 private placement.



     During the period from July 1, 1999 through October 31, 1999, the Company
received convertible debt financing in the amount of $750,000. The notes payable
have a maturity date of June 30, 2000, bear interest at the rate of 15% per
annum and have a premium of 10% of the principal amount. In conjunction with the
notes, the Company also issued warrants to purchase 600,000 shares of the
Company's common stock at a price of $1.05 per share. In December 1999, the
third party converted the notes payable, premium and interest into shares of
common stock as part of the Company's December 1999 private placement.



     In October 1999, a lender made available to the Company up to $1.0 million
in Bridge Financing. During the period from October 1999 through December 1999,
the Company borrowed an aggregate of $595,000 from the lender and its designees,
evidenced by Bridge Notes. The lender and its designees converted the Bridge
Notes into shares of common stock as part of the Company's December 1999 private
placement. In connection with the Bridge Financing, the Company issued to the
lender and its designees Bridge Warrants to purchase 10,000,000 shares of common
stock at an exercise price of $.01 per share, which the lender and its designees
exercised in December 1999. The Company recognized non-cash interest expense of
$214,691 and non-cash cost of capital of


                                      F-11
<PAGE>   66

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



$7,185,309 related to the write-off of financing costs incurred for settlement
of the Bridge Warrants.



(4) LEASE OBLIGATIONS



     The Company has entered into lease agreements for office space and office
equipment. These leases have been accounted for as operating leases by the
Company. The Company expects to renew or replace the leases in the ordinary
course of business. The leases expire from 2000 to 2002 and total payments are
currently approximately $11,796 per month. Expense charged to operations related
to the leases during the years ending December 31, 1998 and 1999 was
approximately $126,129 and $216,355, respectively.



     Future minimum payments required for years after 1999 are as follows:



<TABLE>
<S>                                                            <C>
Year ending December 31:
2000.......................................................    $131,286
2001.......................................................     125,201
2002.......................................................     123,277
                                                               --------
                                                               $379,764
                                                               ========
</TABLE>



(5) INCOME TAXES



     For the years ended December 31, 1998 and 1999, the Company generated a net
loss for both financial reporting and income tax purposes, therefore no income
tax provision has been recorded.



     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred tax assets
(liabilities) are as follows:



<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                              --------------------------
                                                 1998           1999
                                              -----------    -----------
<S>                                           <C>            <C>
Allowance for bad debt......................  $        --    $    70,666
Net operating loss carryforwards............    1,817,511      3,788,773
Differences in book and tax basis
  depreciation and amortization.............      (20,490)       (36,955)
                                              -----------    -----------
  Total deferred tax assets.................    1,797,021      3,822,484
  Valuation allowance.......................   (1,797,021)    (3,822,484)
                                              -----------    -----------
  Net deferred tax assets...................  $        --    $        --
                                              ===========    ===========
</TABLE>



     The valuation allowance increased by $1,619,402 and $2,025,463 for the
years ended December 31, 1998 and 1999, respectively.


                                      F-12
<PAGE>   67

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



     The Company has available approximately $9,500,000 in net operating losses
which may be carried forward to offset future federal taxable income for fifteen
years and state taxable income for five years. The Internal Revenue Code
substantially restricts the ability of a corporation to utilize existing net
operating losses and credits in the event of an "ownership change." The issuance
of preferred stock may have resulted in multiple ownership changes since
inception of the Company. The federal net operating loss carryforward may be
subject to an annual limitation. Any unused annual limitation can be carried
over and added to the succeeding year's annual limitation within the allowable
carryforward period. Future changes in ownership may result in additional
limitations.



(6) SHAREHOLDERS' EQUITY



(A) STOCK PURCHASE AGREEMENT



     In September 1997, the Company completed an equity financing with a small
group of investors. The Stock Purchase Agreement ("SPA") originally called for
an initial investment of $660,000, issuance of 918,474 shares, and continued
investment at periodic intervals culminating in a cumulative investment of
$3,500,000 and ownership of 49% of the total common stock outstanding. In
January 1998, the original SPA was nullified and replaced with a revised SPA
resulting in a refund of the initial investment. The revised SPA called for an
initial investment of $600,000, the issuance of 303,630 shares in addition to
the 918,474 previously issued and provided for 5,784,639 incentive shares to be
issued to the investors covered under the revised SPA for their efforts in
raising additional capital in the January 1998 private placement offering.



(B) PRIVATE PLACEMENT OFFERINGS



     The Company completed two equity financings during 1998. A private
placement offering at $2.00 per share was begun in January 1998, resulting in
net proceeds of $3.325 million. A second equity offering was begun in July 1998
that raised additional capital of $2,365,005 net of $195,000 in costs. The July
offering was priced at $7.50 per unit, which consisted of one share of common
stock and one-half of a warrant. The warrant granted the holder the option to
purchase additional shares at $8.00 if exercised within one year of purchase or
$8.50 if exercised in the second year. A total of 170,667 options were
outstanding as of December 31, 1998. The Company had made verbal commitments to
the July investors that they will be offered the option to convert their
investment to the same terms and conditions of the Company's next private
offering. The Company honored those commitments in August of 1999.



     In January 1999, the Company completed a private placement offering in
which 500,001 shares of common stock were issued at $1.40 per share for net
proceeds of approximately $635,200.



     In December 1999, the Company commenced a private placement offering of up
to 250 units ("Units") at a price of $100,000 per Unit. The placement agent had
a right to sell an additional 50 Units to cover any over-allotments. Each Unit
consists of (a) 133,333 shares of common stock and (b) a warrant to purchase
66,667 shares of common stock at an exercise price of $0.75 per share
("Warrant"). The Warrants are callable by the


                                      F-13
<PAGE>   68

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



Company under certain circumstances. In December 1999, the Company sold 140
Units resulting in gross additional funds of approximately $14 million invested
in the Company.



(C) SHARES ISSUED TO CONSULTANTS



     The Company entered into an agreement with a consultant to assist with the
merger completed in July 1998. The agreement called for a cash payment of
$75,000 and issuance of 102,500 post-merger shares upon successful completion of
the merger. The Company recorded total expense of $275,000 in 1998 related to
the agreement.



     During 1999, the Company entered into agreements with a consultant to
provide market consulting services. The agreements called for the issuance of
102,857 common stock shares in exchange for the fair value of consulting
services. The Company recorded total expense of $127,714 in 1999 related to the
agreements.



     In January 1999, the Company entered into an agreement with a public
relations and direct marketing advertising firm to provide various consulting
and marketing services to the Company. In exchange for the services, the Company
issued 108,000 shares of the Company's restricted common stock to the firm. The
Company recorded total expense of $202,500 in 1999 related to the agreement. As
part of the agreement, the firm also purchased 42,000 shares of the Company's
common stock as part of the Company's private placement offering. In addition,
the firm was granted an option to purchase 200,000 shares of the Company's
common stock, exercisable as follows: (1) 100,000 shares exercisable at $7.00
per share, and (2) 100,000 shares exercisable at $9.00 per share. The term of
the option will expire twelve (12) months from the day the shares underlying the
options are registered. The Company used the Black-Scholes option pricing model
to value the option and recorded total expense of $242,250 in 1999 related to
the option.



     In July 1999, the Company entered into an agreement with a consultant to
resolve outstanding payment issues due the consultant for services provided by
the consultant in 1998. As part of the agreement, the Company issued 21,551
shares of restricted common stock to the consultant for full payment of the
amount due for prior services.



(7) PENSION PLAN



     The Company has a SIMPLE Plan (the Plan), which covers all employees who
have earned or are expected to earn at least $5,000 during the year or who have
been employed by the Company for six months. Eligible employees may elect to
defer up to $6,000 each year. The Company matches employee deferrals up to 3% of
an employee's salary. During December 31, 1998 and 1999, the Company contributed
$18,844 and $28,135, respectively, to the Plan.



(8) STOCK OPTION PLAN



     The Company adopted The Intelispan, Inc. Performance Equity Plan (the
"Option Plan") in September 1998. The Option Plan provides for the issuance of
stock options (incentive and non-qualified), restricted stock grants and other
stock-based awards granting the right to purchase up to 2,704,670 shares of
common stock to employees, directors and consultants. Under the stock option
provisions of the Option Plan, options


                                      F-14
<PAGE>   69

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



may be granted to purchase shares of the Company's common stock at not less than
fair market value at the date of grant, and are exercisable for a period not
exceeding ten years from that date.



     Effective with the adoption of the Option Plan, the Company has adopted the
disclosure requirements of SFAS No. 123, Accounting for Stock-Based
Compensation. As permitted under SFAS No. 123, the Company will measure
stock-based compensation expense based on the principles of APB No. 25 for the
excess of the market price at the grant date over the amount the employee must
pay for the stock. SFAS No. 123 requires disclosure of pro forma net earnings
and pro forma net earnings per share as if the fair value based method had been
applied in measuring compensation expense for awards granted.



     At December 31, 1999 there were approximately 175,000 shares available for
grant under the Option Plan. The per share weighted-average fair value of stock
options granted under the Option Plan for the year ended December 31, 1998 and
1999 were $0.79 and $1.96, respectively, based on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions: expected dividend yield of 0%, expected volatility of 204%,
risk-free interest rate of 6% and an expected life of 1.5 years.



     The following table summarizes the activity under this plan:



<TABLE>
<CAPTION>
                                                                 WEIGHTED
                                                                 AVERAGE
                                      NUMBER       EXERCISE      EXERCISE
                                    OF OPTIONS       PRICE        PRICE      EXERCISABLE
                                    ----------    -----------    --------    -----------
<S>                                 <C>           <C>            <C>         <C>
Outstanding December 31, 1997...           --              --        --              --
  Granted.......................    1,746,600     $4.00-$9.00     $4.21
  Share grants..................       (5,000)
  Forfeitures...................       (8,500)          $4.00     $4.00
                                    ---------     -----------     -----       ---------
Outstanding December 31, 1998...    1,733,100     $4.00-$9.00     $4.23         716,880
  Granted.......................    1,044,708     $0.75-$3.63     $1.96
  Share grants..................     (262,408)
  Forfeitures...................     (253,438)    $2.50-$9.00     $3.52
                                    ---------     -----------     -----       ---------
Outstanding December 31, 1999...    2,261,962     $0.75-$3.63     $2.51       1,342,693
                                    =========     ===========     =====       =========
</TABLE>



     The following table summarizes information about the stock options
outstanding at December 31, 1999:



<TABLE>
<CAPTION>
                              WEIGHTED    WEIGHTED                 WEIGHTED
                               AVERAGE    AVERAGE                  AVERAGE
RANGE OF          OPTIONS     REMAINING   EXERCISE     OPTIONS     EXERCISE
EXERCISE PRICE  OUTSTANDING     LIFE       PRICE     EXERCISABLE    PRICE
- --------------  -----------   ---------   --------   -----------   --------
<S>             <C>           <C>         <C>        <C>           <C>
$0.75 - $3.63    2,261,962      8.70       $2.51      1,342,693     $2.47
                 ---------      ----       -----      ---------     -----
</TABLE>



     In 1998, two employees entered into an agreement with the Company that
grants them a put right covering 30,000 of their options. The put granted them
the right to have


                                      F-15
<PAGE>   70

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



the Company purchase half of their shares at market value during the week of
January 18, 1999 and the remaining half at market value during the week of June
14, 1999. Market value was capped at $6.00. The employees exercised their put
rights during 1999. The Company purchased a total of 30,000 shares at a total
market value of $76,800.



     On January 15, 1999, the Board of Directors of the Company approved a
repricing of incentive stock options and non-qualified options granted to
employees and non-employee directors on September 18, 1998. The previous
exercise price of $4.00 per share was repriced to $2.50 per share. Options for
1,651,100 shares were repriced.



     Common stock received through the exercise of non-qualified options results
in a tax deduction for the Company equivalent to the taxable income recognized
by the optionee at time of exercise. For financial reporting purposes, the tax
effect of this deduction is accounted for as a credit to
additional-paid-in-capital rather than as a reduction of income tax expense.
There were no exercises of such options during the period ended December 31,
1999. Stock grants for 232,408 shares exercisable at no cost to the holder were
awarded to consultants in 1999 under the Option Plan. Accordingly, $329,714 of
expense was recorded for fiscal 1999.



     The Company applies APB Opinion No. 25 in accounting for its various stock
plans and, accordingly, no compensation costs for the Option Plan are reflected
in the consolidated financial statements. Had the Company determined
compensation cost in accordance with SFAS No. 123, the Company's net loss per
share would have increased the pro forma amounts indicated below:



<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                       -------------------------
                                                          1998           1999
                                                       -----------    ----------
<S>                                                    <C>            <C>
Net loss:
  As reported........................................  $(5,210,560)   (5,485,291)
                                                       ===========    ==========
  Pro forma (unaudited)..............................  $(6,714,255)   (6,252,200)
                                                       ===========    ==========
Net loss per common share:
  As reported........................................  $     (0.32)        (0.27)
                                                       ===========    ==========
  Pro forma (unaudited)..............................  $     (0.41)        (0.30)
                                                       ===========    ==========
</TABLE>



(9) SIGNIFICANT SUPPLIER



     The Company currently contracts its private IP network backbone services
from an independent third party. This network serves as the platform for most of
the Company's services and is a key enabling component of the Company's product
offering. The current contract for supply of the network expires in September
2003 and contains automatic one year renewal options unless canceled by either
party. Additionally, the supplier can elect to discontinue offering the service
upon sixty days notice. The contract also contains provisions for guaranteed
minimum monthly billing commitments that the Company must meet. Shortfalls in
billed revenue for each of the first twelve months ending April 1999 are added
to the guaranteed commitment levels in the corresponding months of year three of


                                      F-16
<PAGE>   71

                                INTELISPAN, INC.



           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)



the contract. Beginning with the first month of year two, May 1999, a minimum
monthly payment of $100,000 will be due each month thereafter.



     In November 1999, the third party informed the Company that it would
suspend the payment of the Company's monthly minimum usage commitment. The
Company continues to accrue the $100,000 monthly minimum usage under this
commitment agreement, and all amounts payable under this agreement will be due
to the third party upon 30 days' notice to the Company.



(10) CONTINGENCIES



     The Company is involved in litigation and claims arising in the normal
course of operations. In the opinion of management, based on consultation with
legal counsel, losses, if any, from this litigation are immaterial.



(11) SUBSEQUENT EVENTS



     In January and February 2000, the Company issued in private placement
offerings 173.5 units at a price of $100,000 per unit for gross proceeds. Each
unit consists of (a) 133,333 shares of common stock of the Company, and (b) a
warrant to purchase 66,667 shares of common stock at an exercise price of $0.75
per share ("Warrant"). The Warrants are callable by the Company under certain
circumstances. In January and February 2000, the Company sold 173.5 Units,
resulting in gross proceeds of $17.35 million to the Company.


                                      F-17
<PAGE>   72

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


     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.


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


<TABLE>
<CAPTION>
                                      PAGE
                                      ----
<S>                                   <C>
Prospectus Summary..................    2
Risk Factors........................    6
Forward Looking Statements..........   16
Use of Proceeds.....................   16
Price Range of Common Stock.........   17
Dividend Policy.....................   18
Selected Consolidated Financial
  Data..............................   19
Management's Discussion and
  Analysis..........................   20
Business............................   24
Management..........................   31
Principal and Selling
  Shareholders......................   41
Certain Transactions................   44
Description of Securities...........   46
Plan of Distribution................   50
Legal Matters.......................   52
Experts.............................   52
Where You Can Find Additional
  Information.......................   52
Index to Consolidated Financial
  Statements........................  F-1
</TABLE>


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

                              2,020,000 SHARES OF

                                  COMMON STOCK
                                INTELISPAN, INC.

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

                                   PROSPECTUS
                           -------------------------

                                           , 2000
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>   73

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.



     Our Amended and Restated Articles of Incorporation provide that a director
of our company will not be personally liable to our company or our shareholders
for monetary damages for conduct as a director, except for



     - acts or omissions involving intentional misconduct by the director or a
       knowing violation of law by the director,



     - assenting to an unlawful distribution where it is established that the
       director did not perform the director's duty of loyalty to our company,
       or



     - any transaction from which the director will personally receive a benefit
       in money, property, or services to which the director is not legally
       entitled.



     Our articles of incorporation also provide that if the Washington Business
Corporation Act is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of our company will be eliminated or limited to the fullest extent permitted by
the Washington Business Corporation Act, as so amended.



     Our articles of incorporation also provide that we will indemnify and
advance expenses, to the fullest extent permitted by the Washington Business
Corporation Act, to each person who is a director or officer of our company.
This indemnity will not apply if



     - acts or omissions of the director or officer are found to be intentional
       misconduct or a knowing violation of law,



     - a director assents to an unlawful distribution and it is established that
       such director did not perform the director's duty of loyalty to our
       company; or



     - any transaction with respect to which it was found that such director or
       officer personally received a benefit in money, property, or services to
       which the director or officer was not legally entitled.



     In addition, we have adopted provisions in our bylaws that require us to
indemnify our directors, officers, and certain other representatives of our
company against expenses and certain other liabilities arising out of their
conduct on behalf of our company.


                                      II-1
<PAGE>   74


ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.



     The following table sets forth the expenses in connection with the offering
described in the Registration Statement. All such expenses are estimates except
for the SEC registration fee.



<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $  1,869
Accountants' fees and expenses..............................  $ 20,000
Legal fees and expenses.....................................  $ 60,000
Printing and engraving expenses.............................  $ 80,000
Transfer agent and registrar fees...........................  $  2,000
Miscellaneous fees..........................................  $  3,131
                                                              --------
     Total..................................................  $167,000
                                                              ========
</TABLE>



ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES.



     In November 1996 through September 1997, we as Equipment Leasing & Sales
Corporation, or ELSC, issued 3,500,000 shares of common stock to our founders
for a total purchase price of $15,250. We issued these shares in reliance on an
exemption under Section 4(2) of the Securities Act as a transaction by an issuer
not involving a public offering.



     In February 1997, we, as ELSC, completed an offering in which we issued to
approximately 15 accredited investors 266,000 shares of common stock for a total
of $53,200. We issued these shares in reliance on an exemption under Section
4(2) of the Securities Act as a transaction by an issuer not involving a public
offering and Rule 504 of Regulation D of the General Rules and Regulations under
the Securities Act.



     In January 1998, we, as Intelispan Ventures, Inc., or IVI, completed an
offering in which we issued to five international investors 1,383,139 shares of
Class A common stock for a total purchase price of $600,000. These shareholders
received rights to acquire additional Class A and B Shares and incentive
warrants to acquire additional Class B shares depending upon the amount of funds
raised in our next offering. This offering was completed, in part, to nullify a
stock purchase agreement begun in September 1997. We issued these shares in
reliance on an exemption under Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering and Rule 506 of
Regulation D of the General Rules and Regulations under the Securities Act.



     In March 1998, we, as IVI, completed an offering in which we issued to 21
accredited investors 1,662,500 shares of Class A common stock for a total
purchase price of $3.325 million. We issued these shares in reliance on an
exemption under Section 4(2) of the Securities Act as a transaction by an issuer
not involving a public offering and Rule 506 of Regulation D of the General
Rules and Regulations under the Securities Act.



     In June 1998, we, as ELSC, completed an offering in which we issued to
fourteen accredited investors 2,390,000 shares of common stock for a total
purchase price of $239,000. We issued these shares in reliance on an exemption
under Rule 504 of Regulation D of the General Rules and Regulations Under the
Securities Act.

                                      II-2
<PAGE>   75


     In July 1998, we, as ELSC, issued 15,235,000 shares of common stock to the
shareholders of IVI in connection with the merger of the companies. For each
1,000 shares of common stock held, each IVI shareholder received 884 shares of
ELSC. We issued these shares in reliance on an exemption under Section 4(2) of
the Securities Act as transactions by an issuer not involving any public
offering and Rule 506 of Regulation D of the General Rules and Regulations Under
the Securities Act.



     In September 1998, we completed an offering in which we issued units at a
price of $7.50 per unit. Each unit consisted of one share of common stock and a
warrant to purchase one-half of a share of common stock. We sold units to eight
accredited investors, and as a result issued 341,334 shares of common stock for
a total purchase price of $2.56 million. We issued these shares in reliance on
an exemption under Section 4(2) of the Securities Act and Rule 506 of Regulation
D of the General Rules and Regulations Under the Securities Act. In August 1999,
these eight investors converted their units into Series A 10% Convertible
Preferred Stock at $100 per share. Holders of Series A Preferred Stock are
entitled to voting rights, and preferences in dividend and liquidation payments
over the holders of common stock. See "Description of Securities -- Preferred
Stock -- Series A Preferred Stock." Each share of Series A Preferred Stock is
convertible into 50 shares of common stock. In connection with this conversion,
we granted the holders of Series A Preferred Stock certain registration rights
with respect to the underlying common stock. We issued the Series A Preferred
Stock in reliance upon Section 4(2) of the Securities Act and Rule 504 of
Regulation D of the General Rules and Regulations under the Securities Act.



     In March 1999, we completed an offering in which we issued to seven
accredited investors, one of which was an international investor, 542,001 shares
of common stock for a total purchase price of $760,000. We issued these shares
in reliance on an exemption under Section 4(2) of the Securities Act and Rule
504 of Regulation D of the General Rules and Regulations under the Securities
Act.



     In March 1999 and April 1999, we sold notes totaling $206,250 to one
international corporate accredited investor. In June, we issued an additional
$1,000 promissory note to this investor to extend the maturity date of these
notes to October 31, 1999. The investor converted $150,000 of the amounts
outstanding into units in our December 1999 offering.



     In July 1999 through October 1999, we sold to two accredited investors an
aggregate of $750,000 principal amount of notes. In connection with the issuance
of the notes, we issued to the holders warrants to purchase 600,000 shares of
common stock at an exercise price of $1.05 per share. At that time, we were
anticipating merging with another corporation. If we completed the merger, the
notes automatically converted into common stock. The notes were due May 2000,
and the principal amount of the notes and accrued interest were converted into
units in our private placement during December 1999.



     In October 1999, ComVest, an affiliate of Commonwealth, made available to
us up to $1.0 million in a bridge financing. As of December 13, 1999, we had
borrowed an aggregate of $595,000 from ComVest and its designees, evidenced by
bridge notes, and agreed to convert the bridge notes into units at the closing
of the private placement. As a result of the conversion, ComVest and its
designees received 5.95 units in the private placement, consisting of 793,331
shares of common stock and unit warrants to purchase 396,669 shares of common
stock at an exercise price of $0.75 per share. In connection with the bridge
financing, we issued to ComVest and its designees bridge warrants to purchase
10,000,000 shares of common stock at an exercise price of $.01 per share, which

                                      II-3
<PAGE>   76


ComVest and its designees exercised prior to the closing of the private
placement. ComVest sold a portion of the bridge warrants to affiliates of
Commonwealth. We issued the bridge notes and bridge warrants in reliance on an
exemption under Section 4(2) of the Securities Act as a transaction by an issuer
not involving a public offering.



     In December 1999, we offered and sold units at a price of $100,000 per unit
in a private placement. We offered the units only to persons that were
"accredited investors," as defined under the Securities Act and Regulation D
promulgated thereunder. Each unit consisted of 133,333 shares of common stock
and a warrant to purchase 66,667 shares of common stock at an exercise price of
$0.75 per share. As of the date of this filing, we have sold 139.51 units,
resulting in the issuance of 18,601,287 shares of common stock and 9,300,713
unit warrants for a total purchase price of $13,951,000. Commonwealth
Associates, L.P. is offering the units on behalf of us as the placement agent in
the offering on a "best efforts" basis. In connection with this offering,
Commonwealth received (i) a commission equal to 7% of the aggregate purchase
price of the units sold, and (ii) a structuring fee equal to 3% of the aggregate
purchase price of the units sold. We also issued to Commonwealth seven-year
agent warrants to purchase, at an exercise price of $0.75 per share, 33.33% of
the shares of common stock (a) included in the units sold, and (b) issuable upon
exercise of the unit warrants included in the units sold. Pursuant to the sale
of 139.51 units, we paid Commonwealth approximately $977,000 in commissions,
$419,000 in structuring fees, and issued it 9,300,667 agent warrants. As of the
date of the private placement, ComVest, an affiliate of Commonwealth, had lent
us approximately $595,000 evidenced by bridge notes. ComVest and its designees
converted the bridge notes into 5.95 units in the offering and received 793,331
shares of common stock and unit warrants to purchase 396,669 shares of common
stock. We also agreed to convert approximately $1.0 million of other short-term
indebtedness and approximately $116,500 of compensation payable to certain
directors and officers into units in the offering. We issued the units and agent
warrants in reliance on an exemption under Section 4(2) of the Securities Act
and Rule 506 of Regulation D of the Securities Act.


ITEM 27.  EXHIBITS.


<TABLE>
<CAPTION>
EXHIBIT
  NO.                        DESCRIPTION OF EXHIBIT
- -------                      ----------------------
<C>       <S>
  3.1     Amended and Restated Articles of Incorporation of the
          Registrant
  3.2     Bylaws of the Registrant**
  4.1     Specimen of Common Stock Certificate**
  4.2     Specimen of Series A 10% Convertible Participating Preferred
          Stock Certificate**
    5     Opinion of Greenberg Traurig, a partnership of limited
          liability entities
 10.1     Data Communication Products or Services Agreement dated
          April 9, 1998 (and the Terms and Conditions attached thereto
          dated February 1998) by and between GridNet International,
          Inc. and the Registrant*
 10.2     Information Technology Supply Agreement dated September 10,
          1997 between Contego, LLC and Security Domain Pty Limited**
 10.3     Strategic Alliance Agreement dated December 11, 1997 by and
          between Contego, LLC and GridNet International, Inc.*
 10.4     Distributor Agreement dated January 15, 1999 between
          Contego, LLC and the Registrant**
</TABLE>


                                      II-4
<PAGE>   77


<TABLE>
<CAPTION>
EXHIBIT
  NO.                        DESCRIPTION OF EXHIBIT
- -------                      ----------------------
<C>       <S>
 10.5     Software License and Distribution Agreement dated June 18,
          1998 by and between the Registrant and Cyclone Software
          Corporation**
 10.6     Altiga Networks, Inc. Authorized Distributor Agreement dated
          June 23, 1999 between Altiga Networks, Inc. and the
          Registrant*
 10.7     Performance Equity Plan**
 10.8     The Registrant's Severance Plan and Summary Plan
          Description**
 23.1     Consent of Greenberg Traurig, a partnership of limited
          liability entities (included in Exhibit 5)
 23.2     Consent of KPMG LLP
 23.3     Consents of Proposed Directors**
   24     Power of Attorney of Directors and Executive Officers
          (included on Signature Page of the Registration Statement)
 27.1     Financial Data Schedule for Fiscal Year Ended December 31,
          1997**
 27.2     Financial Data Schedule for Nine Months Ended September 30,
          1998**
 27.3     Financial Data Schedule for Fiscal Year Ended December 31,
          1998**
 27.4     Financial Data Schedule for Nine Months Ended September 30,
          1999**
 27.5     Financial Data Schedule for Fiscal Year Ended December 31,
          1999
</TABLE>


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

 * To be filed by amendment.

** Previously filed.

                                      II-5
<PAGE>   78

                                   SIGNATURES


     In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Tempe,
state of Arizona, on February 22, 2000.


                                          INTELISPAN, INC.

                                          By: /s/ TRAVIS LEE PROVOW
                                            ------------------------------------
                                              Travis Lee Provow
                                              President and Chief Executive
                                              Officer
                                                (Principal Executive Officer)


                               POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints jointly and severally, Travis Lee Provow and
Peter A. Nelson, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this registration
statement, and to sign any registration statement and amendments thereto for the
same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all which said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do, or cause to be done by virtue hereof.



     In accordance with 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 stated.



<TABLE>
<C>                                                  <S>                            <C>
           /s/ MAURICE J. GALLAGHER, JR.             Chairman of the Board of       February 22, 2000
- ---------------------------------------------------    Directors
             Maurice J. Gallagher, Jr.

               /s/ TRAVIS LEE PROVOW                 President, Chief Executive     February 22, 2000
- ---------------------------------------------------    Officer, and Director
                 Travis Lee Provow                     (Principal Executive
                                                       Officer)

                                                     Vice Chairman of the Board     February   , 2000
- ---------------------------------------------------    of Directors, Vice
                  Peter A. Nelson                      President -- Business
                                                       Development, and Founder
</TABLE>


                                      II-6
<PAGE>   79

<TABLE>
<C>                                                  <S>                            <C>
                /s/ SCOT A. BRANDS                   Chief Financial Officer        February 22, 2000
- ---------------------------------------------------    (Principal Accounting
                  Scot A. Brands                       Officer)

                /s/ MICHAEL S. FALK                  Director                       February 22, 2000
- ---------------------------------------------------
                  Michael S. Falk

              /s/ PHILIP R. LADOUCEUR                Director                       February 22, 2000
- ---------------------------------------------------
                Philip R. Ladouceur
</TABLE>


                                      II-7
<PAGE>   80

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
  NO.
- -------
<C>       <S>
  3.1     Amended and Restated Articles of Incorporation of the
          Registrant
  3.2     Bylaws of the Registrant**
  4.1     Specimen of Common Stock Certificate**
  4.2     Specimen of Series A 10% Convertible Participating Preferred
          Stock Certificate**
    5     Opinion of Greenberg Traurig, a partnership of limited
          liability entities
 10.1     Data Communication Products or Services Agreement dated
          April 9, 1998 (and the Terms and Conditions attached thereto
          dated February 1998) by and between GridNet International,
          Inc. and the Registrant*
 10.2     Information Technology Supply Agreement dated September 10,
          1997 between Contego, LLC and Security Domain Pty Limited**
 10.3     Strategic Alliance Agreement dated December 11, 1997 by and
          between Contego, LLC and GridNet International, Inc.*
 10.4     Distributor Agreement dated January 15, 1999 between
          Contego, LLC and the Registrant**
 10.5     Software License and Distribution Agreement dated June 18,
          1998 by and between the Registrant and Cyclone Software
          Corporation**
 10.6     Altiga Networks, Inc. Authorized Distributor Agreement dated
          June 23, 1999 between Altiga Networks, Inc. and the
          Registrant*
 10.7     Performance Equity Plan**
 10.8     The Registrant's Severance Plan and Summary Plan
          Description**
 23.1     Consent of Greenberg Traurig, a partnership of limited
          liability entities (included in Exhibit 5)
 23.2     Consent of KPMG LLP
 23.3     Consents of Proposed Directors**
   24     Power of Attorney of Directors and Executive Officers
          (included on Signature Page of the Registration Statement)
 27.1     Financial Data Schedule for Fiscal Year Ended December 31,
          1997**
 27.2     Financial Data Schedule for Nine Months Ended September 30,
          1998**
 27.3     Financial Data Schedule for Fiscal Year Ended December 31,
          1998**
 27.4     Financial Data Schedule for Nine Months Ended September 30,
          1999**
 27.5     Financial Data Schedule for Fiscal Year Ended December 31,
          1999
</TABLE>


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

 * To be filed by amendment.

** Previously filed.

<PAGE>   1
                                                                     Exhibit 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.


         Intelispan, Inc. (the "Corporation"), a corporation organized and
existing under the Laws of the State of Washington, originally incorporated on
September 24, 1996, and having previously adopted certain amendments to its
Articles of Incorporation duly approved by the Shareholders and/or Board of the
Corporation, sets forth the following amended and restated Articles of
Incorporation pursuant to RCW 23B.10.070.


                                    ARTICLE I
                               NAME OF CORPORATION

         The name of the Corporation shall be:   INTELISPAN, INC.


                                   ARTICLE II
                             DURATION OF CORPORATION

         The period of duration of the Corporation shall be perpetual.

                                   ARTICLE III
                              CORPORATION PURPOSES

         The purpose or purposes for which the Corporation is organized are:

         Section 1.

                  To lend and sell equipment and supplies to third parties.

         Section 2.

                  In general, to carry on any lawful business whatsoever in
connection with the foregoing which is calculated, directly or indirectly, to
promote the interests of the Corporation or to enhance the value of its
properties.



                                       1
<PAGE>   2
Section 3.

                  To engage in and carry on any lawful business or trade,
regardless of whether or not said business or trade is directly or indirectly
related to the business referred to in Section 1 of Article III and to exercise
all powers granted to a corporation formed under the Washington Business
Corporation Act, including any amendments thereto or successor statutes that may
hereinafter be enacted.

                                   ARTICLE IV
                                 CAPITALIZATION

         The aggregate number of shares which the Corporation shall have the
authority to issue is 100,000,000 shares of Common Stock having a par value of
$0.0001 per share and 10,000,000 shares of Preferred Stock with a par value of
$0.0001 per share. There shall be no other class or shares of stock in the
Corporation. The Corporation shall have the right to purchase, take, receive or
to otherwise acquire, hold, own, pledge, transfer and dispose of its own shares,
to the extent of both its unrestricted and unreserved capital surplus.

         The Preferred Stock may be issued, from time to time, in one or more
series, each of such series to have such designation and such dividend,
liquidation, conversion and other preferences, limitations, voting powers and
relative rights as are fixed by the Board of Directors from time to time.
Authority is hereby expressly vested in and granted to the Board of Directors of
the Corporation, subject to the provisions of this Paragraph and state law, to
adopt a resolution or resolutions dividing the shares of Preferred Stock into
one or more series.

                                    ARTICLE V
                              NO PREEMPTIVE RIGHTS

         Shareholders shall have no preemptive rights to acquire additional
shares offered for sale by the corporation.

                                   ARTICLE VI
                              NO CUMULATIVE VOTING

         Each shareholder entitled to vote at any election for Director shall
have the right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are Directors to be elected and for whose election
he has a right to vote, and no shareholder shall be entitled to cumulate his
votes.




                                       2
<PAGE>   3
                                   ARTICLE VII
                               GENERAL PROVISIONS

Section 1.

         The Board of Directors shall have full power to adopt, alter, amend, or
repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent
power of the shareholders to adopt, alter, amend, or repeal the Bylaws.

Section 2.

         The Corporation reserves the right to amend, alter, change, or repeal
any provisions contained in its Articles of Incorporation in any manner now or
hereafter prescribed or permitted by statue. All rights of shareholders of the
Corporation are granted subject to this reservation.

Section 3.

         The Corporation may enter into contracts and otherwise transact
business as a vendor, purchaser, or otherwise, with its Directors, Officers, and
shareholders and with corporations, associations, firms and entities in which
they are or may be or become interested as Directors, Officers, shareholders,
members, or otherwise, as freely as though such adverse interests did not exist,
even though the vote, action or presence of such Director, Officer or
shareholder may be necessary to obligate the corporation upon such contracts or
transactions; and in the absence of fraud, no such Director, Officer of
shareholder shall be held liable to account to the Corporation, by reason of
such adverse interest or by reason of any fiduciary relationship to the
corporation arising out of such office or stock ownership, for any profit or
benefit realized by him through any such contract or transaction; provided that
in the case of Directors and Officers of the Corporation (but not in the case of
shareholders who are not Directors or Officers), the nature of the interest of
such Director of Officer, though not necessarily the details or extent thereof,
be disclosed or known to the Board of Directors of the Corporation, at the
meeting thereof at which such contract or transaction is authorized or
confirmed. A general notice that a Director or Officer of the Corporation is
interested in any corporation, association, firm, or entity shall be sufficient
disclosure as to such Director or Officer with respect to all contracts and
transactions with that corporation, association, firm, or entity.

                                  ARTICLE VIII
                          REGISTERED OFFICE AND ADDRESS

         The address of the registered office of the Corporation is CT
Corporation System, 520 Pike Street, Seattle, WA 98101.




                                       3
<PAGE>   4
                                   ARTICLE IX
                               BOARD OF DIRECTORS

Section 1.

         The number, qualifications, terms of office, manner of election, time
and place of meetings, and powers and duties of the Directors shall be
prescribed in the Bylaws.

Section 2.

         A Director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a Director,
except for:

                  (a) Acts or omissions involving intentional misconduct by the
Director or a knowing violation of law by the Director;

                  (b) Conduct violating RCW 23B.08.310 (which involves certain
distributions by the Corporation); or

                  (c) Any transaction from which the Director will personally
receive a benefit in money, property, or services to which the Director is not
legally entitled.

         If the Washington Business Corporation Act is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Washington Business
Corporation Act, as so amended. Any repeal or modification of the foregoing
paragraph by the shareholders of the Corporation shall not adversely affect any
right or protection of a Director of the Corporation with respect to any acts or
omissions of such Director occurring prior to such repeal or modification.

                                    ARTICLE X
                                 IDEMNIFICATION
Section 1.

         The Corporation shall indemnify its Directors and Officers to the
fullest extent permitted by the Washington Business Corporation Act now or
hereafter in force. However, such indemnity shall not apply on account of:

                  (a) Acts or omissions of the Director or Officer finally
adjudged to be intentional misconduct or a knowing violation of law;

                  (b) Conduct of the Director or Officer finally adjudged to be
in violation of RCW 23B.08.310; or,



                                       4
<PAGE>   5
                  (c) Any transaction with respect to which it was finally
adjudged that such Director or Officer personally received a benefit in money,
property, or services to which the Director was not legally entitled.

         The Corporation shall advance expenses for such persons pursuant to the
terms set forth in the Bylaws, or in a separate Directors' resolution or
contract.

Section 2.

         The Board of Directors may take such action as is necessary to carry
out these indemnification and expense advancement provisions. The Corporation is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts, or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.

Section 3.

         No amendment or repeal of this Articles shall apply to or have any
effect on any right to indemnification provided hereunder with respect to acts
or omissions occurring prior to such amendment or repeal.


                  IN WITNESS WHEREOF, the Corporation has adopted these Amended
and Restated Articles of Incorporation this February 10, 1999.




                                    /s/ James D. Shook
                                    ---------------------
                                    James D. Shook
                                    Secretary









                                       5
<PAGE>   6

                        CERTIFICATE OF RESTATEMENT OF THE
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.

We, the undersigned President and Secretary of Intelispan, Inc., do hereby
certify as follows:

         That the Shareholders of said corporation at a meeting duly convened,
held on January 29, 1999, adopted a resolution to amend the Amended Articles of
Incorporation originally filed on September 24, 1996, and amended on July 22,
1998, as follows:

ARTICLE IV (Capitalization) is hereby amended to read as follows:

         The aggregate number of shares which the Corporation shall have the
         authority to issue is 100,000,000 shares of Common Stock having a par
         value of $0.0001 per share and 10,000,000 shares of Preferred Stock
         with a par value of $0.0001 per share. There shall be no other class or
         shares of stock in the Corporation. The Corporation shall have the
         right to purchase, take, receive or to otherwise acquire, hold, own,
         pledge, transfer and dispose of its own shares, to the extent of both
         its unrestricted and unreserved capital surplus.

         The Preferred Stock may be issued, from time to time, in one or more
         series, each of such series to have such designation and such dividend,
         liquidation, conversion and other preferences, limitations, voting
         powers and relative rights as are fixed by the Board of Directors from
         time to time. Authority is hereby expressly vested in and granted to
         the Board of Directors of the Corporation, subject to the provisions of
         this Paragraph and state law, to adopt a resolution or resolutions
         dividing the shares of Preferred Stock into one or more series.

The number of shares of the Corporation outstanding and entitled to vote on such
Amendment was 18,031,136, said amendment has been consented to and approved by
the Board of Directors on December 23, 1998 and approval of two-thirds of the
outstanding shares of Common Stock of Intelispan, Inc. on January 29, 1999 in
accordance with RCW 23B.10.030.

         FURTHER, that by Written Consent of the Board of Directors dated
February 10, 1999, Article XI (Incorporator) be deleted and that Article VIII
(Registered Office and Address) be revised to accurately reflect the
Corporation's current registered agent, as follows:

         The address of the registered office of the Corporation is CT
         Corporation System, 520 Pike Street, Seattle, WA 98101





/s/ Peter A. Nelson                               /s/ James D. Shook
- ---------------------------------                 -----------------------------
Peter A. Nelson, President                        James D. Shook, Secretary

<PAGE>   7
                         CERTIFICATE OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.

We, the undersigned President and Secretary of Intelispan, Inc., do hereby
certify as follows:

         Pursuant to RCW 23B.06.020, the Board of Directors of said corporation
have designated the rights of its Series A Preferred by unanimously adopting on
August 16, 1999, the following amendment as an addition to Article IV the
Articles of Incorporation of Intelispan, Inc.:


         The rights, preferences, privileges, and restrictions granted to and
imposed on the Series A Preferred Stock, which series consists of 25,600 shares,
are as follows:

         a. SERIES A 10% CONVERTIBLE PARTICIPATING PREFERRED STOCK (THE
"SHARES")

         Priority Value. The Shares will have preference in payment of dividends
and in liquidation distributions (to $100 per Share) over the Company's Common
Stock. In the event of any Liquidation Event, the holders of Shares will be
entitled to receive $100 per Share, plus any cumulative but unpaid dividends
accrued before the holders of Common Stock receive any distribution. Issuance of
additional preferred shares and their associated rights are subject to approval
by the Board of the Company. A "Liquidation Event" shall mean any liquidation,
dissolution or winding-up of the Company.

         Conversion and Redemption Rights. Beginning six months after the
Closing of the Offering, each Share will be convertible into 50 shares of
Intelispan's Common Stock (based on a conversion price of $2 per share of common
stock). The Company may redeem Shares, at its option, only in whole (not in
part) at a price of $100 plus accrued and unpaid dividends, if the Common Stock
has closed at a price of at least $6 for 20 out of 30 consecutive trading days.
The Shares automatically convert into Common Stock if either: (a) the Common
Stock closes at a price of at least $8 for a period of 20 out of 30 consecutive
trading days; (b) Intelispan raises at least an additional $6 million in gross
proceeds from the public or private sale of its Common Stock after this Offering
is Closed, at a price of at least $5 per share of Common Stock; or (c)
Intelispan completes a merger where it is not the surviving legal entity.

         Dividends. Each Share has a $10 (10%) annual dividend, payable
quarterly, payable each May 1, August 1, November 1 and February 1, commencing
on May 1, 1999. The dividend accrual on May 1, 1999 will be pro rated to actual
date of issuance. Intelispan may, in its discretion, pay dividends in whole or
in part in its Common Stock, with the value of such Common Stock calculated
based on the five-day average closing price ending on the last trading day of
the respective dividend declaration date.

         Registration Rights. Subject to holders of the Shares providing
Intelispan with an appropriate plan of distribution, Intelispan will use its
best efforts to submit appropriate filings to register the Common Stock
underlying the Shares with the Securities and
<PAGE>   8
Exchange Commission as soon as practical following the completion of this
Offering, but in no event later than ninety (90) days following completion of
this Offering, provided such filing does not violate applicable securities laws.

         Voting. Until and unless the Shares are converted, holders will be
entitled to votes equal to 80% of the number of Shares of Common Stock into
which such Shares are convertible. Holders of Shares will vote with the holders
of Common Stock as a class on all matters unless otherwise specified.

         Anti-Dilution. In case of any reclassification, capital reorganization
or other change of outstanding shares of Common Stock (other than a change in
par value or as a result of an issuance of Common Stock by way of dividend or
other distribution or of a stock split or reverse stock split), the Company
shall cause effective provision to be made so that the Shares shall have the
right thereafter, by exercising the Conversion right in the Shares, to convert
the Shares into the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital reorganization or other
change, that the Shares would have obtained upon exercising the conversion right
immediately prior to such reclassification, capital reorganization or other
change.

                  Information Rights. The Company will provide holders of Shares
with all notices, reports and other information provided to the holders of the
Company's Common Stock.



The above resolution was adopted unanimously by the Board of Directors.



/s/ Peter A. Nelson                          /s/ James D. Shook
- ----------------------------------           ----------------------------------
Peter A. Nelson, President                   James D. Shook, Secretary



Dated:  August 27, 1999





<PAGE>   9
                             ARTICLES OF AMENDMENT
                                     TO THE
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.

     Intelispan, Inc., a Washington corporation, adopts the following Articles
of Amendment in accordance with sections 23B.10.030 and 23B.10.060 of the
Washington Business Corporation Act:

     FIRST:    The name of the corporation is Intelispan, Inc. (the
"Corporation").

     SECOND:   The attached Exhibit A sets forth the text of each amendment
adopted.

     THIRD:    The amendment does not provide for an exchange,
reclassification, or cancellation of issued shares.

     FOURTH:   The board of directors and shareholders of the Corporation
approved the foregoing amendment as of December 9, 1999 and January 31, 2000,
respectively.

     FIFTH:    The amendment was duly approved by the shareholders in
accordance with the provisions of RCW 23B.10.030 and RCW 23B.10.040.

     DATED as of January 31, 2000.

                                        INTELISPAN, INC.

                                        By: /s/ James D. Shook
                                        ----------------------------------------
                                        James D. Shook
                                        Vice President, General Counsel, and
                                        Secretary
<PAGE>   10
                                   EXHIBIT A

          Intelispan, Inc., a Washington corporation, amends Articles IV of its
Amended and Restated Articles of Incorporation in its entirety to read as
follows:


                                   ARTICLE IV
                                 CAPITALIZATION

          The aggregate number of shares which the Corporation shall have the
authority to issue is 250,000,000 shares of Common Stock having a par value of
$0.0001 per share and 10,000,000 shares of Preferred Stock with a par value of
$0.0001 per share. There shall be no other class or shares of stock in the
Corporation. The Corporation shall have the right to purchase, take, receive, or
to otherwise acquire, hold, own, pledge, transfer, and dispose of its own
shares, to the extent of both its unrestricted and unreserved capital surplus.

          The Preferred Stock may be issued, from to time, in one or more
series, each of such series to have such designation and such dividend,
liquidation, conversion, and other preferences, limitations, voting powers, and
relative rights as are fixed by the Board of Directors from time to time.
Authority is hereby expressly vested in and granted to the Board of Directors of
the Corporation, subject to the provisions of this Paragraph and state law, to
adopt a resolution or resolutions dividing the shares of Preferred Stock into
one or more series.

          The rights, preferences, privileges, and restrictions granted to and
imposed on the Series A Preferred Stock, which series consists of 25,600 shares,
are as follows:

          a. SERIES A 10% CONVERTIBLE PARTICIPATING PREFERRED STOCK (THE "SERIES
             A SHARES")

          Priority Value. The shares will have preference in payment of
dividends and in liquidation distributions (to $100 per Series A Share) over the
Company's Common Stock. In
<PAGE>   11
the event of any Liquidation Event, the holders of Series A Shares will be
entitled to receive $100 per Series A Share, plus any cumulative but unpaid
dividends accrued before the holders of Common Stock receive any distribution.
Issuance of additional preferred shares and their associated rights are subject
to approval by the Board of the Company. A "Liquidation Event" shall mean any
liquidation, dissolution or winding-up of the Company.

     Conversion and Redemption Rights.  Beginning February 16, 2000, each
Series A Share will be convertible into 50 shares of the Corporation's Common
Stock (based on a conversion price of $2 per share of common stock). The
Company may redeem Series A Shares, at its option, only in whole (not in part)
at a price of $100 plus accrued and unpaid dividends, if the Common Stock has
closed at a price of at least $6 for 20 out of 30 consecutive trading days. The
Series A Shares automatically convert to Common Stock if either: (a) the Common
Stock closes at a price of at least $8 for a period of 20 out of 30 consecutive
trading days; (b) the Corporation raises at least an additional $6 million in
gross proceeds from the public or private sale of its Common Stock, at a price
of at least $5 per share of Common Stock; or (c) Intelispan completes a merger
where it is not the surviving legal entity.

     Dividends.  Each Series A Share has a $10 (10%) annual dividend, payable
quarterly, payable each May 1, August 1, November 1, and February 1, commencing
on May 1, 1999. The dividend accrual on May 1, 1999 will be pro rated to actual
date of issuance. Intelispan may, in its discretion, pay dividends in whole or
in part in its Common Stock with the value of such Common Stock calculated
based on the five-day average closing price ending on the last trading day of
the respective dividend declaration date.

     Registration Rights.  Subject to holders of the Series A Shares providing
the Corporation with an appropriate plan of distribution, the Corporation will
use its best efforts to
<PAGE>   12
submit appropriate filings to register the Common Stock underlying the Series A
Shares with the Securities and Exchange Commission as soon as practicable, but
in no event later than ninety (90) days following completion of the offering of
Series A Shares, provided such filing does not violate applicable securities
laws.

     Voting. Until and unless the Series A Shares are converted, holders will be
entitled to votes equal to 80% of the number of shares of Common Stock into
which such Series A Shares are convertible. Holders of Series A Shares will vote
with the holders of Common Stock as a class on all matters unless otherwise
specified.

     Anti-Dilution.  In case of any reclassification, capital reorganization or
other change of outstanding shares of Common Stock (other than a change in par
value or as a result of an issuance of Common Stock by way of dividend or other
distributions or of a stock split or reverse stock split), the Company shall
cause effective provision to be made so that the Series A Shares shall have the
right thereafter, by exercising the conversion right in the Series A Shares, to
convert the Series A Shares into the kind and amount of shares of stock and
other securities and property receivable upon such reclassification, capital
reorganization, or other change, that the Series A Shares would have obtained
upon exercising the conversion right immediately prior to such reclassification,
capital reorganization, or other change.

     Information Rights. The Company will provide holders of Series A Shares
with all notices, reports and other information provided to the holders of the
Company's Common Stock.

<PAGE>   1
                                                                       EXHIBIT 5


                [GREENBERG TRAURIG ATTORNEYS AT LAW LETTERHEAD]

                                February 24, 2000

Intelispan, Inc.
2151 East Broadway
Suite 211
Tempe, Arizona 85282


         Re: REGISTRATION STATEMENT ON FORM SB-2

Ladies & Gentlemen:

         We have acted as legal counsel to Intelispan, Inc. (the "Company"), in
connection with the preparation of the Company's Registration Statement on Form
SB-2 (the "Registration Statement"), to be filed with the Securities and
Exchange Commission (the "Commission") on or about February 25, 2000, under the
Securities Act of 1933, as amended, covering an aggregate of 2,020,000 shares of
the Company's common stock, par value $.0001 per share, that may be sold from
time to time by certain of the Company's shareholders (the "Selling
Shareholders") (all such shares of common stock collectively called the
"Shares").

         With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, of the Registration Statement and such other corporate
records of the Company, agreements and other instruments, and certificates of
public officials and officers of the Company as we have deemed necessary as a
basis for the opinions hereinafter expressed. As to various questions of fact
material to such opinions, we have, where relevant facts were not independently
established, relied upon statements of officers of the Company.

         Subject to the assumptions that (i) the documents and signatures
examined by us are genuine and authentic, and (ii) the persons executing the
documents examined by us have the legal capacity to execute such documents, and
subject to such further limitations and qualifications set forth below, it is
our opinion that the Shares will be validly issued, fully paid, and
non-assessable when (a) the Registration Statement as then amended shall have
been declared effective by the Commission, and (b) the Shares have been sold by
the Selling Shareholders as described in the Registration Statement.

         For purposes of our opinion, we have assumed (i) the payment by the
Selling Shareholders (or the prior holders thereof) of the full and sufficient
consideration due from them to the Company for such Shares, and (ii) that the
Shares have been duly issued, executed, and authenticated by the Company.

<PAGE>   2
Intelispan, Inc.
February 24, 2000
Page 2


         Our opinion is based solely upon existing laws, rules, and regulations
and we undertake no obligation to advise you of any changes that may be brought
to our attention after the date hereof.

         We hereby expressly consent to any reference to our firm in the
Registration Statement, the inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.

                                               Very truly yours,

                                               Greenberg Traurig, LLP


                         [GREENBERG TRAURIG LETTERHEAD]

<PAGE>   1
                                  EXHIBIT 23.2



                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Intelispan, Inc.


We consent to the use of our reports included herein and to the reference to our
firm under the headings "Experts" and "Selected Consolidated Financial Data" in
the registration statement on Form SB-2.





                                             /s/ KPMG LLP


Phoenix, Arizona
February 24, 2000


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF INTELISPAN, INC. FOR THE PERIOD ENDED
DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS. THIS EXHIBIT SHALL NOT BE DEEMED FILED FOR THE PURPOSE OF
SECTION 11 OF THE SECURITIES ACT OF 1933 AND SECTION 18 OF THE SECURITIES
EXCHANGE ACT OF 1934, OR OTHERWISE SUBJECT TO THE LIABILITY OF SUCH SECTIONS,
NOR SHALL IT BE DEEMED A PART OF ANY OTHER FILING WHICH INCORPORATED THIS
REGISTRATION STATEMENT BY REFERENCE, UNLESS SUCH OTHER FILING EXPRESSLY
INCORPORATES THIS EXHIBIT BY REFERENCE.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                              JAN-1-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                       9,631,638
<SECURITIES>                                         0
<RECEIVABLES>                                  624,405
<ALLOWANCES>                                   176,666
<INVENTORY>                                          0
<CURRENT-ASSETS>                            10,236,320
<PP&E>                                         494,678
<DEPRECIATION>                                 146,599
<TOTAL-ASSETS>                              11,769,746
<CURRENT-LIABILITIES>                        2,091,662
<BONDS>                                              0
                                0
                                          3
<COMMON>                                         4,747
<OTHER-SE>                                   9,337,180
<TOTAL-LIABILITY-AND-EQUITY>                11,769,746
<SALES>                                        733,401
<TOTAL-REVENUES>                               743,709
<CGS>                                        1,286,410
<TOTAL-COSTS>                                4,567,288
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             469,922
<INCOME-PRETAX>                            (5,485,291)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (5,485,291)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (5,485,291)
<EPS-BASIC>                                     (0.27)
<EPS-DILUTED>                                   (0.27)


</TABLE>



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