ANDERSON COMPUTERS/TIDALWAVE CORP, 10SB12G/A, 2000-05-17

ANDERSON COMPUTERS/TIDALWAVE CORP
10SB12G/A, 2000-05-17
COMPUTER INTEGRATED SYSTEMS DESIGN

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

------------------
AMENDMENT NO. 5 TO
FORM 10-SB
------------------

Pursuant to Section 12(b) or 12(g)
of The Securities Exchange Act of 1934

ANDERSON COMPUTERS/TIDALWAVE CORP.
(Exact name of Registrant as Specified in its Charter)

Florida 65-0693777
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

1831 N.E. 45th Street, Fort Lauderdale, Florida 33308
(Address of Principal (Zip Code)
Executive Offices)

(954) 255-6753
(Registrant's telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the
Act:

None

Securities to be registered pursuant to Section 12(g) of the
Act:

Common Stock, par value $.001 per share
(Title of Class)

FORM 10-SB REPORT INDEX

<TABLE>
<S> <C>
Item No. Page No.
- -------- --------
Item 1. Description of Business 1

Item 2. Management's Discussion and Analysis
or Plan of Operation 4

Item 3. Description of Property 5

Item 4. Security Ownership of Certain Beneficial
Owners and Management 6

Item 5. Directors, Executive Officers, Promoters and
Control Persons 7

Item 6. Executive Compensation 9

Item 7. Certain Relationships and Related
Transactions 10

Item 8. Legal Proceedings 11

Item 9. Market for Common Equity and Related
Stockholder Matters 11

Item 10. Recent Sales of Unregistered Securities 12

Item 11. Description of Securities 14

Item 12. Indemnification of Directors and Officers 15

Item 13. Financial Statements 16

Item 14. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 16

Item 15. Financial Statements and Exhibits 17

</TABLE>
Item 1. Description of Business

THE COMPANY

Anderson Computers/Tidalwave Corp., a publicly traded,
Florida Corporation (Hereinafter the "Company") was
incorporated on April 17, l996. It was initially organized
for the purpose of targeting profitable companies that could
eventually be acquired. The Company would acquire all or
part of the outstanding and issued stock or assets of the
targeted companies. This would happen following extensive
due diligence by the Company, and the signing of a purchase
agreement by both parties, which have products and/or
services that primarily use or could use the Internet as a
vehicle for profit. The Company's strategy is based on the
fact that the Internet marketplace is growing at a rapid
pace and the timing is right to purchase companies that are
currently engaged in the business of manufacturing and/or
marketing services over the Internet or products and/or
services that can eventually be marketed over the Internet.

BUSINESS OF THE COMPANY

Present Business - New focus for the next millennium

Currently, the Company is in transition from being a
computer reseller to becoming a full service Internet
mortgage and mortgage services company. At this time, the
Company is developing a new mortgage services website as
well as continuing to market products and services offered
under the Company's Joint Venture agreements (see Joint
Ventures in this section). The Company plans on making this
transition complete by December 2000.

It was time to re-establish the Company's business focus on
the Internet for the next millennium. Before this could
happen, the Company felt it needed to make a strategic
alliance to redirect current and potential computer
customers. This would give the Company's management the
time to research the industry as well as time to go out and
seek potential mortgage and mortgage services acquisition
candidates.

Acquisitions

In April of 1999, the Company started talking to a mortgage
and a mortgage services company. In June of 1999, the
Company signed a Purchase Agreement with Citizens Title
Services, Inc. ("Citizens Title") In this purchase
agreement, the Company acquired a 4.9% position in privately
held, Citizens Title through a stock exchange. Citizens
Title is a fully automated full service title insurance
agent with offices in Coral Springs, Florida and Melbourne,
Florida. It is a start up company that began operations at
it's Coral Springs headquarters in 1998. Citizens Title has
a network infrastructure that allows for expansion of
satellite title offices communicating over a frame relay
circuit. Citizens Title, did in excess of $100 million
dollars in loan closings in 1998 and 1999. Citizens Title
also offers bundled ancillary services such as T1-Internet
and Ethernet data and document transfer which allows for on-
line processing, and paperless transaction ability.
Citizens Title is also fully Y2K compliant. The Company
feels Citizens Title is a key component to develop its entry
into the Internet mortgage and related services industry.
The Company feels that 80% of its future revenue will come
from the Internet mortgage and related services industry
through acquisitions, joint ventures, and strategic
alliances in this industry.

In July, 1999, the Company signed a letter of intent with
Citizens Title to acquire an additional 20.1% through a
stock exchange. In October, 1999, the Company signed a
purchase agreement with Citizens Title to purchase an
additional 5.1% bringing their current holdings in Citizens
Title to 10%. The Company intends to sign a definitive
purchase agreement for an additional 15% of Citizens Title
bringing the Company's holdings in Citizens Title to 25%.

In August, 1999 the Company reorganized the Citizens Title
corporate website http://www.Citizenstitle.com

The Company plans on funding future acquisitions through
stock exchanges. If additional capital is needed the
Company may consider a secondary offering or private
placement.

Joint Ventures

In March of 1999, the Company signed a joint venture
agreement with Micro Doctor, Inc. This joint venture
allowed the Company to link it's corporate web-site to Micro
Doctor, Inc.'s corporate web-site,
http://www.microdoctor.com, in order to allow the Company's
customers access to Micro Doctor, Inc.'s e-commerce
technology. This technology allows customers to choose from
a large variety of different internal computer parts when
placing an order for a custom made computer over the
Internet. These parts include the following: CPU,
motherboard, memory, video card, sound card, modem, hard
drive as well as a choice of monitors. Using Micro Doctor,
Inc.'s state of the art software, customers can custom build
and order their own computers over the Internet. Micro
Doctor, Inc. is another Internet based computer hardware
reseller. Through this joint venture agreement with Micro
Doctor, Inc., the Company is paid royalties based on sales
of Tidalwave Computers by Micro Doctor, Inc. Micro Doctor,
Inc. is also in charge of all of the manufacturing of
Tidalwave Computers. These computers are built on a per
order basis.

However, the Company plans on making this a small focus of
its future business and will only remain in this market
through it's interactive e-commerce corporate web-site,
http://www.tidalwavepc.com, with its joint venture with
Micro Doctor, Inc. All previous Tidalwave Computer and
software business is now being sold through Micro Doctor,
Inc., except for brand name computers, palm pilots, and POS
equipment which is still sold direct through the Company on
a limited basis. Micro Doctor plans on adding these name
brand products to its web-site by the end of the year. At
such time these brand name products will no longer be sold
through the Company but through the agreement with Micro
Doctor, Inc. The Company anticipates the sale of all
products sold through this joint venture agreement will make
up approximately 10% of the Company's revenues.

In April of 1999, the Company signed a joint venture with
the Virginia based Company, Cyberlinkcom Corp. As the
Internet grew in popularity more customers and potential
customers began asking the Company to recommend Internet
service providers as well as to provide or recommend
companies that offer web-site design and promotion. The
Company decided that it would be a logical asset to make an
alliance with an Internet Company. In this agreement, the
Company is able to offer through its corporate web-site,
http://www.tidalwavepc.com, Internet services,
telecommunication services, Internet-related products, and
Internet access. Some of the products and services the
Company offers though this joint venture with Cyberlinkcom
Corp. are web hosting, web design, web promotion, web
evaluation, URL submission, 1+long distance phone service,
calling cards, free e-mail, free web-sites, Internet access,
i-check and products such as the i-phone. The Company
anticipates the sale of these products and services will
make up approximately 5% of the Company's revenue.

Future Competition

Although the Company believes it will be able to establish
and maintain a sizable market niche, competitors with
greater financial and human resources than the Company can
enter the Company's market with products and services
similar or identical to those of the Company. The Company
plans to enter into the growing Internet mortgage and
mortgage services related industry in the coming months. The
mortgage banking industry is highly competitive. The
Company and Citizens Title will have to compete with other
financial institutions, such as mortgage bankers, commercial
banks, savings and loan associations, savings banks, credit
unions, loan brokers, insurance companies in the production
of mortgage loans. The Company will compete principally by
offering loans with competitive features, by emphasizing the
quality of its service, and by pricing its range of products
at competitive rates. The Company also feels that by
offering bundled ancillary services through it's Citizens
Title acquisition that the Company will have a specialized
edge that will draw business away from competitors. By
offering the combination of these services along with
traditional mortgage loans customers will have more
resources at their finger tips in one place on the Internet
than currently available. Most of the Company's competitors
such as E-Loan, QuickenMortgage, GetSmart, Mortgage.com, and
HomeShark will have financial resources that are
substantially greater than those of the Company but at this
time do not offer the ancillary services that the Company
will offer on the Internet. However, through acquisitions,
strategic alliances, and ancillary services, the Company
believes it will be able to compensate for that difference.

Risk Factor

Our issuances of Common Stock pursuant to Regulation D Rule
504 might be considered a public offering in violation of
the federal securities laws. These issuances might also have
been in violation of certain state securities laws. If these
issuances were public offerings under federal securities
laws or in violation of certain state securities laws, some
of the holders of these securities might be granted the
right to rescind the sale of shares and demand that we
return the purchase price of the shares. We issued
securities to approximately 34 of our stockholders in an
offering that we believe were conducted as private
placements under Regulation D Rule 504 of the Securities Act
of 1933, as amended, and did not require registration under
the federal securities laws. However, due to the fact that
the Company may be deemed to be a "blank check company" as
defined in Rule 419 it is possible that the holders of these
securities may allege that the offering and sale of these
securities was not a valid private placement under
Regulation D Rule 504 and was not made in accordance with
Section 5 of the Securities Act of 1933.

Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return to them of the
purchase price of those securities. As of May 15, 2000, if
Section 5 of the Securities Act of 1933 was violated, no
claims could be made since these securities were issued more
than one year ago.

Our issuances of Common Stock pursuant to Section 4(2) of
the Securities Act of 1933 might be considered a public
offering in violation of the federal securities laws. These
issuances might also have been in violation of certain state
securities laws. If these issuances were public offerings
under federal securities laws or in violation of certain
state securities laws, some of the holders of these
securities might be granted the right to rescind the sale of
shares and demand that we return the purchase price of the
shares. We issued securities to approximately 23 of our
stockholders in the offerings that we believe were conducted
as private placements under Section 4(2) of the Securities
Act of 1933, as amended, and did not require registration
under the federal securities laws. However, due to the
sophistication of the investors in the offering it is
possible that the holders of these securities may allege
that the offering and sale of these securities was not a
valid private placement under Section 4(2) and was not made
in accordance with Section 5 of the Securities Act of 1933.

Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return to them of the
purchase price of those securities. As of May 15, 2000, if
Section 5 of the Securities Act of 1933 was violated, claims
of approximately $40,300 could be made.

We also believe that we may have violated the securities
laws of several states in connection with the issuance of
our common stock. Similar to the recourse provided under the
federal securities laws, holders of these securities may be
able to make a claim to rescind the sale or issuance of
these securities to them and demand a return of the purchase
price paid for these shares. The recission rights that may
be granted to these holders under state law is not
cumulative to the rights granted under federal law.
Accordingly, if these stockholders rescind the sale of these
securities under federal law, they would not have the right
to additional payments from the Company under state law.

We are not aware of any pending claims of rescission against
us. We intend to vigorously defend any rescission or other
claim by the holders of our securities. Nevertheless, it is
possible that a claim could be made by one or more of the
holders of our securities, and if a court were to hold that
the private placement exemption is not available for the
sale of our securities or that we violated state securities
laws, we could be forced to rescind the sales of our
securities, requiring significant monetary payments to the
claiming owners. These claims, if successful, could
significantly exceed our cash reserves and require us to
borrow funds and would materially and adversely affect our
results of operations and financial condition. Therefore,
these claims may have a significant impact on the Company
and force the Company to consider bankruptcy or a similar
alternative.

PREVIOUS BUSINESS

The Company has been involved with the business of providing
technical support and training for computers and software
users. In addition, it has provided developmental help to
individual customers as well as small businesses in
designing and configuring computers and computer systems.
This includes home systems consisting of a computer,
monitor, printer and software as well as POS (Point of
Sales) systems for small businesses, and setting up
management software as well as trouble shooting current and
future hardware and software applications for small
businesses in developing computer networks and software that
will allow these small businesses to run more efficiently.
The Company also provided other business related services
and products such as POS software, cash drawers, and receipt
printers for small businesses, which combine state of the
art techniques related to the design, development, marketing
and implementation of computer equipment and/or related
products and/or services.

The Company has been in the business of supplying and
furnishing: (1) the services of technical and specialized
personnel to inspire confidence in it's customers and
potential customer's; and (2) equipment, instruments,
devices, appliances, and parts in connection with all
related forms whether mechanical, electrical, or otherwise
including products under development.

Tidalwave Computers

The Company was a direct reseller of customized state of the
art computers on the Internet. The Company's computers use
only the most up to date computer parts to ensure each
computer is Y2K compliant. The Company introduced its own
line of personal computers under the brand name "Tidalwave."
Tidalwave Computers are top quality, affordable, pre-
assembled computers pre-configured with software and are
built to meet the special needs of individuals with
capabilities such as voice recognition software and/or video
conferencing, learning software for children such as
interactive encyclopedias or educational games, or software
for home use such as spreadsheets, word processing, and
financial applications. Tidalwave Computers are also built
to meet the needs of small and mid-size businesses needing
large capacity hard drives and tape or CD back-up as well as
network/LAN cards and more advanced office software such as
Microsoft Office or Windows NT.

Tidalwave PC's capitalize on the following technologies:
inexpensive, top quality Pentium Microprocessors, brand name
components such as Intel Pentium Processors, Western Digital
and Seagate large capacity hard drives, CD-ROM or CD-ROM/DVD
drives and modems, PC centric operating systems such as
Microsoft Windows 98 and NT, mini-tower and desk-top PCs,
software, and multimedia applications. There are three
models of Tidalwave Computers. All models are powerful
enough to run all IBM compatible software applications on
the market. The three models of Tidalwave Mini-Tower or
Desk-top Computers offered are the Value line which starts
under $600, the Surf line which starts under $800, and the
Tsunami line which starts at approximately $1,100. Tidalwave
computers made up approximately 60% of the Company's revenue
prior to the Company's joint venture with Micro Doctor in
March, 1999.

In addition to it's lines of Tidalwave Computers, the
Company was involved in the sales of name brand mini-towers
systems, notebook computers, surge protectors, power
supplies, scanners, software, and other types of computer
equipment from manufacturers such as AST, APC, Digital,
Intuit, Microsoft, NEC, Toshiba, Tripp Lite and many more.
In addition, the Company sells major brands of monitors such
as CTX, Hitachi, MAG Innovision, Mitsubishi, NEC, Panasonic,
Sony, Viewsonic, printers such as Cannon, Epson, Hewlett
Packard, and Okidata, scanners from Hewlett Packard, and
3Com Palm Pilots. The sale of these products made up
approximately 20% of the Company's revenue.

Past Competition

The Company's main competition is small to mid-size computer
resellers that sell custom built computers and computer
products direct to the public on the Internet. The
Company's customers usually are also comparing prices with
direct custom computer sales leaders Dell, Gateway, and
Micron. The Company uses the same high quality parts inside
of each Tidalwave Computer as these industry leaders,
therefore educated price conscious computer buyers are
willing to give the Company a chance to build their computer
system if we can beat the industry leaders price. The
Company is able to offer such competitive prices because of
its low overhead. In 1996 and 1997, Tidalwave Computers
were 10% to 20% lower in price then Dell, Gateway, and
Micron. In 1998 and 1999 prices of computers have become
extremely competitive. The Company's prices in these
competitive times can be 1% to 5% less then Dell, Gateway,
and Micron and comparable in price to other small and mid-
size computer resellers on the Internet. Occasionally the
Company's computers are slightly more expensive than it's
small to mid-size computer competitors but the Company has
seen that it's customers are willing to pay a little more
for personalized friendly service. Others like the
availability of the option to design their own computer
systems, and with the Company's willingness to order special
parts that other direct sales computer companies will not.
Customers don't have to use the configurations offered in
the Value, Surf, or Tsunami lines; they can just be used as
examples. The Company feels that most second time computer
buyers customize the computers they order with the type of
equipment they specifically want. The Company uses parts in
each Tidalwave Computer from manufacturers such as Intel, US
Robotics, Microsoft, Western Digital, Seagate, Diamond,
Matrox, ATI, and more - there are hundreds of manufacturers
to choose from.

Distributors

The Company purchased all of it's name brand computers, and
computer parts, and software such as CPU's, modems, video
cards, motherboards, monitors, printers, memory, etc. from
computer distributors. These distributors are made up of
computer distribution companies such as Ingram Micro, Tech
Data, D&H, ICG, as well as others, that keep an extensive
inventory of name brand computers, computer parts, and
software for computer and software resellers, manufacturers,
etc.

Outsourcing

The Company outsourced their lines of Tidalwave Computers to
established computer manufacturers. This helps the company
lower costs by not having to keep a large inventory of parts
as well as being able to utilize the manufacturers large
staff of trained computer engineers. The Company will only
buy from manufacturers that have high-quality control and
the availability of additional technical support if needed,
including repair facilities. At this time the Company still
purchases product from computer distributors but limits this
to replacement parts for past Tidalwave Computers sold and
only for small orders by previous customers.

Item 2. Management's Discussion and Analysis or Plan of
Operation
- -------------------------------------------------------

Past and Present Business

Initially, our Company was involved in designing and
configuring customized computers and computer systems for
individuals and small businesses. In addition we began
selling computer hardware and software products such as
monitors, printers and scanners. Our Company also provided
computer and software technical support and training. Our
Company, eventually introduced a line of affordable
customized personal computers under the "Tidalwave" brand
name. Tidalwave computers contain hardware components and
software from only the most well respected computer and
software manufacturers, including Intel, Diamond, Microsoft,
and Western Digital, and since only the most up to date
parts are used, all Tidalwave Computers are Y2K compliant.
In addition to our line of "Tidalwave" Computers, we sell
other name brand computers, peripherals, software, and
computer supplies from manufacturers such as AST, APC,
Digital, Intuit, Microsoft, NEC, Toshiba, Tripp Lite and
many more. All products are sold over the Company's
corporate internet web-site, http://www.tidalwavepc.com.

In addition, the Company currently offers computer products
and services as well as Internet products and services over
its corporate web-site. The products offered are products
that the Company offers through joint venture agreements
that the Company entered into in April and March 1999 with
Cyberlinkcom Corp. and Micro Doctor, Inc., respectively.
The Company's joint venture with Cyberlinkcom Corp. allowed
it to market internet products and services such as web
hosting, web design, web promotions, free e-mail, Internet
access, and more. The Company's joint venture with Micro
Doctor, Inc. provided the Company's customers access to a
wider variety of personal and business solutions when
customizing their own Tidalwave Computers over the Internet.
This was made possible when the Company linked it's
corporate web-site to Micro Doctor, Inc.'s fully interactive
e-commerce corporate web-site.

In the second quarter of 1999, the Company was looking to
change directions in its Internet focus and general course
of business. In April 1999, the Company began talking to
several mortgage and mortgage service companies, as the
company decided that it would like to begin marketing
mortgage and mortgage services over the internet. In June
1999, the Company acquired a 4.9% minority position in
Citizens Title Services, Inc., ("Citizens Title") a fully
automated privately held title insurance agent in Florida.
Citizens Title is a start up company that began operations
in 1998. In October, 1999, the Company signed a purchase
agreement with Citizens Title to purchase an additional 5.1%
bringing their current holdings in Citizens Title to 10%,
representing 2,040,791 shares issued to Joseph Andy,
president of Citizens Title. To date no determination has
been made as to how many shares will be issued for future
purchases of interests in Citizen's Title. However, the
formula used for previous prior investments in Citizen's
Title has been six times (6x) gross income as it appears on
Citizens Title's federal corporate tax returns and divided
by the average closing price of the Company's stock for the
previous 30 days. Although future issuances of shares to
Mr. Andy for additional interests in Citizen's Title will
have a dilutive affect on other stockholders' ownership
interests, we believe that the potential for a change in
control of the Company will be unlikely. The Company feels
this acquisition is an important step towards realizing the
Company's future plans.

The Company believes that the Internet industry is prime for
consolidation. This consolidation would be derived through
a series of mergers, acquisitions, and joint ventures of
companies that can benefit by taking advantage of each
other's exclusive markets, by increasing their market share,
through combinations that eliminate duplication of
management, marketing, advertising, and overall financial
responsibilities.

The Company plans on quickly making the Computer and
Internet Services part of its future business a smaller
concern than it is now. The Company plans on only remaining
in this market through its interactive e-commerce corporate
web-site, http://www.tidalwavepc.com, with its joint venture
with Micro Doctor, Inc. and its joint venture with
Cyberlinkcom, Corp. During the next 12 months the Company
plans on changing its main focus, and to start aggressively
developing it's mortgage and mortgage services business over
the internet. The Company may eventually decide to sell
off the Computer and Internet Services portion of its
business by selling the right to it's joint venture
agreements along with its corporate web-site,
http://www.tidalwavepc.com, to another computer hardware
company.

The Company plans on signing a definitive purchase agreement
with Citizens Title to purchase an additional 15% of
Citizens Title as agreed to in the letter of intent dated
July, 1999. The Company feels the definitive purchase
agreement for the additional 15% will be signed by the end
of June, 2000. The Company then plans on acquiring a
minimum of an additional 15% in Citizens Title, increasing
it's non controlling ownership position to at least 40% by
December, 2000. The Company will need to own a minimum of
51% before it will be the controlling shareholder in
Citizens Title.

Mortgage loan origination involves the following: offering
mortgage loans at specified rates and fees; processing and
verifying loan applications; reviewing borrower credit;
appraised value and mortgage property title collectively
referred to as underwriting; and funding loans at closing.

Mortgage loan origination produces revenue through loan
application fees payable by the borrower when an application
is made as well as through loan origination and other fees.
After origination, depending on a particular mortgage
banker's strategy, the mortgage banker will either retain
the servicing rights with respect to the originated loans or
sell such servicing rights. Mortgage bankers generally sell
the underlying mortgages thereby avoiding interest rate risk
associated with long term fixed rate instruments. The making
of a mortgage loan directly to a homeowner is generally
referred to as "retail origination," while the purchase of
whole loans from mortgage brokers and other retail
originators is referred to as "wholesale origination."

The Company anticipates that through the acquisition of
Citizens Title Services, Inc. as well as possible
acquisitions or joint ventures with other mortgage companies
during the next 12 months, the Company's goal its is to do a
minimum of 25 million dollars in loan closings and mortgage
originations per year. After the completion of the
additional purchase of 15% in Citizens Title, the Company
will meet it's target as Citizens Title did over 100 million
dollars in loan closings in 1998 and 1999. The mortgage and
mortgage services industry is now the key focus of the
Company. By the end of September, 2000, the Company plans
on changing its name and symbol to more accurately reflect
the Company's future direction.

The Company plans on acquiring all or part of established
businesses, and plans on funding all future acquisitions
through stock swaps. The Company may also enter into joint
ventures and strategic alliances with mortgage and mortgage
services companies which can be completed without additional
funding. If additional capital is needed the Company may
consider doing a secondary offering or a private placement.
The Company feels not more than $500,000 in new capital will
be needed over the next 12 months because of the Company's
low overhead, low cost internet advertising and promotions.

Results of Operations

<TABLE>
<S> <C> <C> <C>
Fiscal Year Ended March 31 April 23(Inception)
1999 1998 to March 31, 1997

Gross Revenues $ 7,526 $44,360 $74,047
Cost of Revenues 5,352 41,678 73,001
Gross Profit 2,174 2,682 1,046
Selling & Admin. 382,078 46,095 13,537
Depreciation 265 265 199
Income (Loss) from
Operations (380,169) (43,678) 12,690
Other Income
Interest 2,250 317 -
Commissions - - 28
</TABLE>

Our revenues decreased 83% in 1999 and 40% in 1998. Computer
sales decreased from 32 systems in 1997 to 22 systems in
1998 and 3 systems in 1999. Our gross margins increased,
however, from 1.4% in 1997 to 29% in 1999. The decrease in
revenues and increase in gross margins reflects the fact
that the Company has turned it's focus away from low-margin
computer hardware and software products in 1997 and part of
1998 to selling higher margin technical computer services in
1998 and 1999. Although our gross margins improved during
1999, the computer industry became very highly competitive.
As a result, sales suffered during 1999 as our focus was
again shifted from providing technical computer services and
selling computer products to aggressively seeking potential
acquisitions for financing and future expansion in
noncomputer related industries (see Future Outlook).

Selling and Administration

Selling and administration expenses increased 725% in 1999
and 242% in 1998. The increase in 1999 was primarily due to
1) hiring a marketing and public relations company to
increase exposure to public markets at a cost of
$99,750(agreement expired April 1999 but was replaced by a
similar agreement with another public relations company
expiring October, 1999); 2) development and maintenance of
our website at a cost of $6,900; and 3) hiring a finance and
management consultant to seek investors and potential
acquisitions as well as provide assistance in financial and
management matters at a cost of $245,700. The increase in
1998 was primarily due to $27,000 in management consulting
fees that were incurred.

Liquidity

Cash flow deficiencies from operations in 1999 continued to
be financed by common stock issuances and loans similar to
that in 1998. Cash received from common stock amounted to
$21,925 and $35,000 during 1998 and 1999, respectively.
Although our auditor included an explanatory paragraph with
regards to our ability to continue as a going concern in our
audited financial statements, we believe we can overcome his
concerns (See Future Outlook). Our consultant continues to
seek investors and in April 1999, an additional $6,000 was
received from common stock issuances. At the same time our
consultant continues to seek out potential mortgage related
acquisitions or possible joint ventures. In addition, we
have not had full opportunity to take advantage of the
products and services we are able to offer through our joint
venture agreements with Cyberlinkcom Corp. and Micro Doctor,
Inc., the Company has not had a chance to market the
services that it can now offer through its recent 10%
acquisition in Citizens Title.

Our issuances of Common Stock pursuant to Regulation D Rule
504 might be considered a public offering in violation of
the federal securities laws. These issuances might also have
been in violation of certain state securities laws. If these
issuances were public offerings under federal securities
laws or in violation of certain state securities laws, some
of the holders of these securities might be granted the
right to rescind the sale of shares and demand that we
return the purchase price of the shares. We issued
securities to approximately 34 of our stockholders in an
offering that we believe were conducted as private
placements under Regulation D Rule 504 of the Securities Act
of 1933, as amended, and did not require registration under
the federal securities laws. However, due to the fact that
the Company may be deemed to be a "blank check company" as
defined in Rule 419 it is possible that the holders of these
securities may allege that the offering and sale of these
securities was not a valid private placement under
Regulation D Rule 504 and was not made in accordance with
Section 5 of the Securities Act of 1933.

Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return to them of the
purchase price of those securities. As of May 15, 2000, if
Section 5 of the Securities Act of 1933 was violated, no
claims could be made since these securities were issued more
than one year ago.

Our issuances of Common Stock pursuant to Section 4(2) of
the Securities Act of 1933 might be considered a public
offering in violation of the federal securities laws. These
issuances might also have been in violation of certain state
securities laws. If these issuances were public offerings
under federal securities laws or in violation of certain
state securities laws, some of the holders of these
securities might be granted the right to rescind the sale of
shares and demand that we return the purchase price of the
shares. We issued securities to approximately 23 of our
stockholders in the offerings that we believe were conducted
as private placements under Section 4(2) of the Securities
Act of 1933, as amended, and did not require registration
under the federal securities laws. However, due to the
sophistication of the investors in the offering it is
possible that the holders of these securities may allege
that the offering and sale of these securities was not a
valid private placement under Section 4(2) and was not made
in accordance with Section 5 of the Securities Act of 1933.

Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return to them of the
purchase price of those securities. As of May 15, 2000, if
Section 5 of the Securities Act of 1933 was violated, claims
of approximately $40,300 could be made.

We also believe that we may have violated the securities
laws of several states in connection with the issuance of
our common stock. Similar to the recourse provided under the
federal securities laws, holders of these securities may be
able to make a claim to rescind the sale or issuance of
these securities to them and demand a return of the purchase
price paid for these shares. The recission rights that may
be granted to these holders under state law is not
cumulative to the rights granted under federal law.
Accordingly, if these stockholders rescind the sale of these
securities under federal law, they would not have the right
to additional payments from the Company under state law.

We are not aware of any pending claims of rescission against
us. We intend to vigorously defend any rescission or other
claim by the holders of our securities. Nevertheless, it is
possible that a claim could be made by one or more of the
holders of our securities, and if a court were to hold that
the private placement exemption is not available for the
sale of our securities or that we violated state securities
laws, we could be forced to rescind the sales of our
securities, requiring significant monetary payments to the
claiming owners. These claims, if successful, could
significantly exceed our cash reserves and require us to
borrow funds and would materially and adversely affect our
results of operations and financial condition.

Outlook

The computer hardware and software industry became very
price competitive and profits started to diminish. Market
research conducted during the first quarter of 1999
concluded that the Internet should remain our primary medium
for conducting business but that the computer hardware and
software industry should not be the Company's main focus.
The computer products and services and internet products and
services resale business will remain intact through our
agreement with Cyberlinkcom Corp. and Micro Doctor, Inc.,
but may eventually be sold.

In June 1999, we acquired 4.9% of Citizens Title. In July,
1999, we signed a letter of intent with Citizens Title to
acquire an additional 20.1%. In October, 1999, we acquired
an additional 5.1% of Citizens Title bringing our current
holdings in Citizens Title to 10%, representing 2,040,791
shares issued to Joseph Andy, president of Citizens Title.
The Company intends to sign a definitive purchase agreement
for an additional 15% of Citizens Title bringing the
Company's holdings in Citizens Title to 25% by the end of
June, 2000. By December, 2000, we plan on acquiring a
minimum of an additional 15% in Citizens Title to bring our
total holdings to at least 40%. To date no determination
has been made as to how many shares will be issued for
future purchases of interests in Citizens Title. However,
the formula used for previous prior investments in Citizens
Title has been six times (6x) gross income as it appears on
Citizens Title's federal corporate income tax returns and
divided by the average closing price of the Company's stock
for the previous 30 days. Although future issuances of
shares to Mr. Andy for additional interests in Citizens
Title will have a dilutive affect on other stockholders'
ownership interests, we believe that the potential for a
change in control of the Company will be unlikely.

Citizens Title did over $100 million dollars in loan closing
in 1998 and 1999. With planned acquisitions through the
issuance of common stock and strategic alliances with other
mortgage and mortgage service companies, we are optimistic
that our Company will be profitable in the near future.

Item 3. Description of Property
- ------------------------------------

The Company presently shares office space with a
company owned by Eric Anderson, a stockholder, located at
1831 NE 45th Street, Fort Lauderdale, Florida 33308. The
office is exclusively executive offices for businesses. No
rent is being charged to the Company. The Company
anticipates moving from this space by June, 2000 at which
time it will move it's headquarters to a leased space
located at 210 University Drive, #206, Coral Springs,
Florida.

Item 4. Security Ownership of Certain Beneficial Owners and
Management
- -----------------------------------------------------------

The following table sets forth certain information as
of December 31, 1999 regarding the beneficial ownership of
all of the Company's outstanding common stock, par value
$.001 per share (the "Common Stock"), including such
ownership by: (i) each of the stockholders of the Company
who own more than five (5%) percent of the outstanding
shares of Common Stock; (ii) each director of the Company;
and (iii) all directors and executive officers of the
Company as a group. As of December 31, 1999, there were
24,381,957 shares of Common Stock outstanding.

<TABLE>
<S>
<S> <C> <C>
Name and Address of Amount and Nature of
Beneficial Owner (1) Beneficial Ownership (2 ) Percent of Class
- ----------------------------------------------------------------------------
Internet TV Connector Corp. 2,267,665 Common Shares 9.30% Common Shares

Joseph Andy, President
Citizen's Title Services, Inc.
210 University Drive
Coral Springs, Florida 33071 2,014,884 Common Shares 8.26% Common Shares

Leon Kline 1,145,948 Common Shares 4.70% Common Shares

All directors and executive
officers as a group
(2 persons) 1,145,948 Common shares 4.70% Common Shares
</TABLE>

(1)The address of each person and entity other than Citizens
Title Services, Inc. listed in the above table is c/o the
Company, 1831 NE 45th Street, Fort Lauderdale, Florida
33308.

(2)The persons and entities named in this table have sole
voting and investment power with respect to all shares of
common stock reflected as beneficially owned by each.

Item 5. Directors, Executive Officers, Promoters and
Control Persons
- ---------------------------------------------------------

Directors, Executive Officers, Promoters and Control
Persons of the Company and their ages are as follows:
Name Age Position
- --------- -- --------------------
Leon Kline 28 President, Treasurer,
Chief Executive Officer
and Director

James Baker 50 Vice-President and
Secretary

All officers and directors listed above will remain in
office until the next annual meeting of the stockholders,
and until their successors have been duly elected and
qualified. There are no agreements with respect to the
election of Directors. The Company has not compensated its
Directors for service on the Board of Directors, any
committee thereof, or reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and/or any
committee of the Board of Directors. Officers are appointed
annually by the Board of Directors and each Executive
Officer serves at the discretion of the Board of Directors.
The Company does not have any standing committees. The
Board of Directors may in the future determine to pay
Director's fees and reimburse Directors for expenses related
to their activities.

None of the Officers and/or Directors of the Company
have filed any bankruptcy petition, been convicted of or
been the subject of any criminal proceedings or the subject
of any order, judgment or decree involving the violation of
any state or federal securities laws within the past five
(5) years.

The business experience of each of the persons listed
above during the past five (5) years is as follows:

1. Leon Kline has been President and Chief Executive
Officer of the Company since April 1996. He is responsible
for all day to day business operations, including dealing
one-on-one with customers, distributors, manufacturers,
attorneys, accountants, public relations persons, and
consultants. He has been personally involved in designing
the Company's line of Tidalwave personal computers, servers
and notebooks. Prior to his position with Anderson
Computers, Mr. Kline was President of Internet TV Connector
Corp. (a more than 5% shareholder of the Company) from
January 1996 through May 1997. While serving as President
of Internet TV Connector Corp., he created and applied for a
United States Patent for a low internet appliance that
allows users to connect to the Internet through their
television sets. He also arranged for the first prototype
of this Internet TV Connector Box to be manufactured. His
daily responsibilities included assisting associates in
marketing and meeting with potential clients to promote the
Internet TV Connector Box and to develop solutions for
various applications of the Internet TV Connector Box. From
June 1994 to December 1995, Mr. Kline was an Editor for Blue
Chip Newsletter. In this capacity, he developed a formula
for buying and selling New York Stock Exchange stocks and
created the only daily faxed newsletter that was sent out
prior to the New York Stock Exchange market opening.

Mr. Kline attended American University in Washington, D.C.
from 1989 through 1990. Thereafter, he enrolled in
Montgomery College in Rockville, Maryland from 1990 through
1991. Finally, he enrolled in Broward Community College,
Coconut Creek, Florida from 1994 through 1995.

2. James Baker has been the Vice President and Secretary
of the Company since June 1, 1999, when the Company
appointed Mr. Baker to succeed Ms. Anderson as Vice-
President and Secretary. Mr. Baker is an attorney. His
employment history has included positions as counsel for
Statewide Lending Centers Inc., Citizens Title Services
Inc., and National Homebuyers Help Center Realty Corp. He
was also counsel for Mortgage 2000 Inc./Heritage Corporation
of South Florida Inc., where he was instrumental in
structuring a corporate buy-out of Florida's oldest
privately held mortgage bank. In addition, Mr. Baker held
the following positions: counsel for S&S Ltd., an offshore
commercial real estate development company; President of
Baker Capital Management Inc. doing business as Market
Watch, an investment management firm; Senior trust officer
for Bank One Trust Co., N.A. in Columbus, Ohio; and staff
attorney for Cory, Leonard, Witter and Cheny, an insurance
defense law firm. Mr. Baker obtained his law degree from
Western State University School of Law located in San Diego,
California in 1982 and his Bachelor of Arts degree from Ohio
State University in 1977.

Item 6. Executive Compensation

Summary Compensation Table

The following sets forth the compensation paid by the
Company for services rendered by Officers and Directors of
the Company:
<TABLE>
<S> <C> <C>
Name and Principal Year Annual Salary (1)
Position
- ------------------------------------------------------------
Leon Kline 1997/1998/1999 None
President/Chief Executive
Officer/Director

James Baker 1999 None

Barbara Anderson 1997 and 1998 None

</TABLE>

1. The Company has not entered into any employment
agreements with any officer or director of the Company. The
Company does intend to enter into employment agreements
with the officers of the Company upon the successful
completion of agreements to purchase other companies.

Item 7. Certain Relationships and Related Transactions
- -----------------------------------------------------------

The Company presently leases space from Eric Anderson, a
Company shareholder. Such office space located at 1831 NE
45th Street, Fort Lauderdale, Florida 33308 and is used
exclusively as executive offices for businesses. No rent is
being charged to the Company by Eric Anderson.

Leon Kline, President and Director of the Company, owns less
than five percent of Internet TV Connector Corp., a
shareholder of the Company.

The Company has 12% interest bearing notes receivable due
from Internet TV Connector Corp., the majority stockholder.
The notes were issued on various dates from February 27
through May 13, 1998 and are due on demand with interest
payable monthly.

Monies are due to the President of the Company based on
advances made during July and August, 1996 to the Company by
its President to purchase computer hardware and software
products for resale. These advances are non-interest
bearing and are expected to be fully repaid within the next
twelve months.

The amount due to @ related party consists of company
expenses paid by Internet TV Connector Corp., the
majority stockholder. On May 5, 1999, agreement was made to
settle $93,750 of the liability through issuance of 125,000
common shares. On May 7, 1999, agreement was made to settle
the remaining balance of $17,267 through the issuance of
20,459 common shares.

Item 8. Legal Proceedings
- -----------------------------

The Company is not presently a party to any litigation
of any kind or nature whatsoever, nor to the Company's best
knowledge and belief is any litigation threatened or
contemplated.

Item 9. Market for Common Equity and Related Stockholder
Matters
- ---------------------------------------------------------

A. Market Information: The Company's common stock was
trading on the NASDAQ OTC Electronic Bulletin Board under
the symbol "ACTQ." (formerly ACPT) As of July 2, 1999, the
Company has been trading on the Electronic Pink Sheets under
the symbol "ACPT". The high and low sales prices for each
quarter since the Company was accepted for listing on the
NASDAQ OTC Electronic Bulletin Board is as follows:

<TABLE>
<S> <C> <C>
Fiscal Quarter High Low
- -------------- ------ ------
June 30, 1998 2.2500 0.8750
September 30, 1998 2.2500 0.7500
December 31, 1998 1.2500 0.2500
March 31, 1999 1.0620 0.2000
June 30, 1999 1.0720 0.1560
September 30, 1999 0.1250 0.0625
December 31, 1999 0.2700 0.0500
</TABLE>

B. Holders: The number of record holders of shares of
the Company's common stock as of December 31, 1999 was 343.
The aggregate number of shares of the Company's common stock
issued and outstanding as of December 31, 1999 was
24,381,957.

C. Dividends: The Company has not paid or declared any
dividends upon its shares of common stock since its
inception, and by reason of its present financial status and
its contemplated financial requirements, it does not
contemplate or anticipate paying any dividends upon its
shares of common stock in the foreseeable future.

Item 10. Recent Sales of Unregistered Securities.
- --------------------------------------------------

On February 2, 1998, the Company completed a Regulation
D, Rule 504 Offering in which it issued 35,000 shares of
common stock and 350,000 common stock purchase warrants for
an aggregate offering price of $35,000. Each Warrant
entitles the holder to one share of Common Stock at a price
of $2.00 per common share. The expiration date for the
exercise of the warrants is December 31, 2000. To date, no
warrants have been exercised. At the time, the Company
was not a reporting company subject to the reporting
requirements of section 13 or 15(d) of the Exchange Act.
The aggregate offering price did not exceed $1,000,000 for
this offering. The Company did not offer or sell the
securities by any form of general solicitation or
advertising. The money was raised by the officers and
directors of the Company.

The Company qualified for the Rule 504 exemption for
its February 2, 1998 offering since it met the following
requirements set forth in Reg. Section 230.504:

(A). No general solicitation or advertising was
conducted by the Company in connection with the offering of
any of the Shares.
(B). At the time of the offering the Company was
not:
(1) subject to the reporting requirements of
Section 13 or 15 (d) of the Exchange Act; or
(2) an "investment company" within the meaning of
the federal securities laws.
(C). Neither the Company, nor any predecessor of
the Company, nor any director of the Company, nor any
beneficial owner of 10% or more of any class of the
Company's equity securities, nor any promoter currently
connected with the Company in any capacity has been
convicted within the past ten years of any felony in
connection with the purchase or sale of any security.
(D). The offers and sale of securities by the
Company pursuant to the February 2, 1998 Offering Memorandum
were not attempts to evade any registration or resale
requirements of the securities laws of the United States or
any of its states.
(E). None of the investors are affiliated with any
director, officer or promoter of the Company or any
beneficial owner of 10% or more of the Company's securities.
(F). The aggregate offering price did not exceed
$1,000,000, less the aggregate offering price for all
securities sold within the twelve months before the start of
and during the offering of securities under this section.
(G). The Company has complied with the requirements
of Rule 504 of Regulation D promulgated pursuant to the Act
and of applicable state exemptions from registration in the
offers and sales by the Company of its securities in the
February 2, 1998 Offering Memorandum.

On January 21, 1999, the Company entered into an
Agreement for Consulting Services with Roburt A. Dumas, Jr.
whereby Mr. Dumas agreed to provide corporate finance and
management services for the Company. Pursuant to this
Agreement, the Company issued 1,050,00 restricted shares
from treasury to Mr. Dumas. Such shares are "restricted" in
accordance with Rule 144 of the Securities Act.

On March 2, 1999, the Company agreed to issue 25,000
restricted shares from treasury to Richard I. Anslow, Esq.
for services rendered in connection with the preparation of
this Form 10-SB. Such shares are restricted in accordance
with Rule 144 of the Securities Act of 1933.

On March 25, 1999, the Company executed an agreement
with Micro Doctor, Inc. ("Micro Doctor") whereby Micro
Doctor agreed to exclusively sell the Company's Tidalwave
Computer systems along with other equipment such as
software, monitors, printers, and accessories. In
accordance with the terms of the Agreement, the Company
issued 203,314 restricted shares to Micro Doctor for its
agreement to exclusively sell the Company's Tidalwave
Computers. Such shares are "restricted" in accordance with
Rule 144 of the Securities Act of 1933.

On April 7, 1999, the Company entered into a joint
venture agreement with CyberlinkCom Corp., a Virginia
Corporation. Pursuant to the terms of this agreement, both
parties agreed to work together in the sale of CyberlinkCom
Corp.'s computer related products and services. Pursuant to
the joint venture agreement, the Company issued 25,800
restricted shares from treasury to CyberlinkCom Corp. Such
shares are "restricted" in accordance with Rule 144 of the
1933 Securities Act.

On May 7, 1999, the Company issued 145,459 common
shares in payment of the amount due to Internet TV Connector
Corp. (a major stockholder) of $111,017. As of September
27, 1999, such shares have not been issued by the transfer
agent. Such shares are "restricted" in accordance with
Rule 144 of the Securities Act of 1933.

On June 22, 1999, the Company entered into an agreement
with Citizens Title Services, Inc. a Florida Corporation to
purchase 4.9% of the outstanding common shares of Citizens
Title Services, Inc. Pursuant to the terms of this
agreement, The Company issued 488,060 common shares valued
at $297,717 ($.61 per share) for the 4.9% interest in
Citizens Title Services, Inc. On October 27, 1999,the
Company entered into an agreement with Citizens Title
Services, Inc. a Florida Corporation to purchase an
additional 5.1% of the outstanding common shares of Citizens
Title Services, Inc. Pursuant to the terms of this
agreement, the Company issued 1,526,824 common shares valued
at $294,677 ($.19 per share) plus cash of $5,000 for the
5.1% interest in Citizens Title Services, Inc. Such shares
are "restricted" in accordance with Rule 144 of the
Securities Act of 1933.

On October 1, 1999, the Company entered into a
consulting agreement with Wall Street Marketing Group Inc.
("Wall Street") whereby Wall Street agreed to assist and
advise the Company in public relations, public appearances
and the marketing of the Company. Pursuant to the terms of
this agreement, the Company issued 424,208 restricted shares
from treasury to Wall Street. Such shares are "restricted"
in accordance with Rule 144 of the Securities Act. In
addition, Wall Street received an option to purchase an
additional 424,208 shares at the purchase price of $.15 per
share which expires on October 1, 2000.

The following sets forth sales of the Company's
unregistered treasury shares between February, 1999 and
October, 1999. Such shares are restricted for a one (1)
year period from the date of purchase in accordance with
Rule 144 of the Securities Act:

<TABLE>
<S> <C> <C>
2/15/99 Panfilo Pace 20,000 shares at $.25/share
2/16/99 Michelle Folsom 21,284 shares at $.25/share
3/25/99 John Romano 10,000 shares at $0.15/share
3/26/99 Charles Creighton 6,667 shares at $0.15/share
3/31/99 Santos Rivera 140,000 shares at $0.15/share
3/31/99 James Miller 3,333 shares at $0.15/share;
4/1/99 Antonio Santos 10,000 shares at $0.15/share;
4/19/99 James Scarfo 10,000 shares at $0.15/share;
5/7/99 Antonio Santos 4,000 shares at $.25/share
5/7/99 Hal Howard 2,000 shares at $.25/share
5/7/99 Charles Creighton 4,000 shares at $.25/share
5/7/99 James Miller 6,000 shares at $.25/share
5/7/99 Joann DelGuercio 2,000 shares at $.25/share
5/18/99 Kenneth L. Folsom 4,800 shares at $.25/share
5/19/99 Richard Franklin 4,000 shares at $.25/share
5/20/99 Arline H. Gales 6,000 shares at $.25/share
5/20/99 Charles N. Simmons 4,000 shares at $.25/share
6/1/99 Santos A Rivera 125,000 shares at $.20/share
8/27/99 James Lawrence IV 10,667 shares at $.15/share
9/4/99 Deborah Lawrence 20,000 shares at $.15/share
9/4/99 Nancy Malynchak 10,000 shares at $.15/share
9/29/99 Marie-Therese Medard 20,000 shares at $.15/share
10/12/99 Fadi Bassil 10,000 shares at $.15/share
</TABLE>

For each of the above transactions, the Company relied
upon the exemption from registration under the Securities
Act of 1933, as amended, as provided by Section 4(2) of the
Act. The Company qualified for exemption under Section 4(2)
of the Securities Act of 1933 since the offering was a
transaction by the Company not involving a public offering.
The offering was not a "public offering" as defined in
Section 4(2) due to the insubstantial numbers of persons
involved in the offering, size of the offering, manner of
the offering and number of shares offered. The General
Counsel of the SEC has indicated that an offering to not
more than approximately 25 persons is not an offering to a
"substantial number" and presumably does not involve a
public offering. The offering has been made to less than
twenty-five investors who have received information
regarding the Company. In addition, the investors had the
necessary investment intent as required by Section 4(2)
since they agreed to and have received share certificates
bearing a legend stating that such shares are restricted
pursuant to Rule 144 of the 1933 Securities Act. These
restrictions ensure that these shares will not be
immediately redistributed into the market and therefore not
be part of a "public offering". Based on an analysis of the
above factors, the Company has met the requirements to
qualify for exemption under Section 4(2) of the Securities
Act of 1933.

Item 11. Description of Securities
- ---------------------------------------

Authorized and Outstanding Capital Stock

The Company's authorized capital stock consists of
100,000,000 shares of common stock, $.001 par value. As of
December 31, 1999, 24,381,957 shares of common stock were
issued and outstanding.

Each share of common stock entitles the holder to one
(1) vote on all matters submitted to a vote of the
stockholders. The common stock does not have cumulative
voting rights, which means that the holders of a majority of
the outstanding shares of common stock voting for the
election of directors can elect all members of the Board of
Directors. A majority vote is also sufficient for other
actions that require the vote or concurrence of stockholders
except in cases in which more than a simple majority is
required by law. Holders of common stock are entitled to
receive dividends, when and if declared by the Board of
Directors in its discretion, from funds legally available
therefore. Holders of shares of common stock are entitled
to share, on a ratable basis, such dividends as may be
declared by the Board of Directors out of funds legally
available therefor. Upon liquidation, dissolution or
winding up of the Company, after payment to creditors, the
holders of common stock are entitled to share ratably in the
assets of the Company, if any, legally available for
distribution to common stockholders of the Company. The
Bylaws of the Company require that only a majority of the
issued and outstanding shares of common stock of the Company
need be represented to constitute a quorum and to transact
business at a stockholders' meeting.

The common stock has no preemptive rights or no
subscription, redemption or conversion privileges. All of
the outstanding shares of common stock are fully paid and
nonassessable.

The Company's Board of Directors has total discretion
as to the issuance and the determination of the rights and
privileges of any shares of common stock which may be issued
in the future, which rights and privileges may be
detrimental to the rights and privileges of the holders of
the existing shares of the Company's common stock now issued
and outstanding.

Transfer Agent

The Transfer Agent for Anderson Computers/Tidalwave
Corp. is American Stock Transfer & Trust Company, Inc.

Item 12. Indemnification of Directors and Officers
- -------------------------------------------------------

Under Florida law, a director is not personally liable
for monetary damages to the corporation or any other person
for any statement, vote, decision, or failure to act unless
(i) the director breached or failed to perform his duties as
a director, and (ii) a director's breach of, or failure to
perform, those duties constitutes (1) a violation of the
criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (2) a transaction from
which the director derived an improper personal benefit,
either directly or indirectly; (3) a circumstance under
which an unlawful distribution is made; (4) in a proceeding
by or in the right of the corporation or in a proceeding in
which the corporation procures a judgment in its favor or by
or in the right of a shareholder, conscious disregard for
the best interest of the corporation or willful misconduct;
or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety, or property. A
corporation may purchase and maintain insurance on behalf of
any director or officer against any liability asserted
against him and incurred by him in his capacity or arising
out of his status as such, whether or not the corporation
would have the power to indemnify under Florida law.

The Company's Bylaws limit, to the maximum extent
permitted by Florida law, the personal liability of
directors and officers for monetary damages for breach of
their fiduciary duties as directors and officers. The
Bylaws provide further that the Company shall indemnify to
the fullest extent permitted by Florida law any person made
a party to any action or proceeding by reason of the fact
that such person was a director, officer, employee or agent
of the Company. The Bylaws also provide that directors and
officers who are entitled to indemnification shall be paid
their expenses incurred in connection with any action, suit
or proceeding in which such director or officer is made a
party by virtue of his being an officer or director of the
Company to the maximum extent permitted by Florida law.

Item 13.Financial Statements
- ----------------------------

The financial statements for the Company as of March 31,
1999 and March 31, 1998 (audited) have been examined to the
extent indicated in reports by Earl M. Cohen, C.P.A., P.A.
independent certified public accountants. The
aforementioned financial statements are included herein in
response to Item 15 of this Form 10-SB.

Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
- ----------------------------------------------------------

The Company's accountants are Earl M. Cohen, C.P.A.,
P.A of Boca Raton, Florida. The Company does not presently
intend to change accountants. At no time have there been
any disagreements with such accountants regarding any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The Company
engaged Earl M. Cohen to render accounting services on April
26, 1999.

The Company dismissed its prior accountants, Durland &
Company, Certified Public Accountants, of Palm Beach,
Florida on December 31, 1998. Such accountant prepared the
Company's audited financial statements for the year ended
March 31, 1998 and from April 23, 1996 (inception of the
Company) through March 31, 1997. Such accountant's report
on the audited financial statements contained a going
concern on the Company. Furthermore, the decision to change
accountants was approved by the Company's Board of
Directors. From the Company's inception through the date of
dismissal, there were no disagreements with the former
accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to the former
accountant's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in
connection with its report.

Item 15. Financial Statements and Exhibits
- ----------------------------------------------

The following exhibits are filed with this Form 10-SB:

EXHIBIT # EXHIBIT NAME
- --------- --------------------------------------
3(i) Articles of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(ii) First Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(iii) Second Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(iv) Third Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(v) By-Laws of Anderson Computers/Tidalwave
Corp. *

5 Opinion of Richard I. Anslow, Esq. of
Richard I. Anslow & Associates

10(i) Letter of Intent between the Company
And Citizens Title Services, Inc.
Re: 20.1% interest **

10(ii) Purchase Agreement between the Company
and Citizens Title Services, Inc.
Re: 4.9% interest and letter from
Accountant of Citizens Title Services,
Inc. **

10(iii) Agreement between Company and Micro
Doctor, Inc. **
10(iv) Agreement between Company and
CyberLinkCom Corp. **

10(v) Consulting Agreement between Company
And Advantage Link Inc. **

10(vi) Agreement between Company and Wall
Street Marketing Group **

10(vii) Agreement for Consulting Services
Between Company and Robert A. Dumas, Jr.
**

10(viii) Agreement between Company and Amazon.com
**

10(ix) Agreement between Company and Beyond.com
**
27 Financial Data Schedule

* Filed with initial filing of Form 10-SB on May 25,
1999.
** Filed with Amendment No. 1 for Form 10-SB on July 27,
1999.

SIGNATURES

In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

ANDERSON COMPUTERS/TIDALWAVE CORP.

By: /s/ Leon Kline
--------------------------------------
Leon Kline
President, Chief Executive Officer
Treasurer and Director

Dated: May 16, 2000

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and
officer whose signature appears below constitutes and
appoints Richard I. Anslow as such person true and lawful
attorney-in-fact and agent, with full powers of substitution
and re-substitution, for such person in name, place and
stead, to sign in any and all amendments (including post-
effective amendments) to this Form 10-SB, in any and all
capacities, and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such
attorney-in-fact and agent, the full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent, or any
of them, may lawfully do or cause to be done by virtue
hereof.

In accordance with the requirements of the Securities Act of
1933, this Form 10-SB was sign by the following person in
the capacities and on the date stated.

Signature Title Date

/s/ Leon Kline President, Treasurer May 17, 2000
LEON KLINE Chief Executive
Officer and
Director

/s/ James Baker Vice President and May 17, 2000
JAMES BAKER Secretary

DURLAND & COMPANY
CERTIFIED PUBLIC ACCOUNTANT
A PROFESSIONAL ASSOCIATION
340 ROYAL PALM WAY, 3RD FLOOR
PALM BEACH, FLORIDA 33480
(561) 822-9995 FAX 822-9942

THE BOARD OF DIRECTORS
ANDERSON COMPUTERS/TIDALWAVE CORP.
Ft. Lauderdale, Florida

Gentlemen:

We have reviewed the disclosures under Item 14 of the
Form10-SB Amendment No. 1, as filed by the Company on July
23, 1999, and agree with said disclosures.

The Company may now include our report dated 18 August 1998
on the audited financial statements of the Company for the
year ended March 31, 1998.

/s/Durland & Company, CPAs, P.A.
-----------------------------
Durland & Company, CPAs, P.A.

Palm Beach, Florida
3 September 1999

ANDERSON COMPUTERS/TIDALWAVE CORP.

TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
Independent Auditor's Report 1

Financial Statements:

Balance Sheets 2

Statements of Operations 3

Statements of Changes in Stockholders' Deficiency 4

Statements of Cash Flows 5 - 6

Notes to Financial Statements 7 - 11
</TABLE>

INDEPENDENT AUDITOR'S REPORT

To The Board of Directors
Anderson Computers/Tidalwave Corp.

I have audited the accompanying balance sheet of Anderson
Computers/Tidalwave Corp., as of March 31, 1999 and the
related statements of operations, changes in stockholders'
deficiency and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on
these financial statements based on my audit. The financial
statements of Anderson Computers/Tidalwave Corp. as of March
31, 1998 were audited by other auditors whose report dated
August 18, 1998 on those statements included an explanatory
paragraph that described the Company's ability to continue
as a going concern, as discussed in Note 7 to the financial
statements.

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

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Anderson Computers/Tidalwave Corp. as of March
31, 1999, and the results of its operations and its cash
flows for the year then ended in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 7 to the financial statements, the
Company has experienced net losses of $433,942 since
inception and a working capital deficiency of $126,465 as of
March 31, 1999. The Company's financial position and
operating results raise substantial doubt about its ability
to continue as a going concern. Management's plans
regarding those matters are also described in Note 7. The
financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

May 7, 1999
(except for Notes 6 and 8, as to
which the dates are April 25, 2000
and July 19, 1999, respectively)

/s/ Earl M. Cohen
---------------------------------
EARL M. COHEN, C.P.A., P.A.

ANDERSON COMPUTERS/TIDALWAVE CORP.
BALANCE SHEETS
MARCH 31, 1999 AND 1998

ASSETS

<TABLE>
<S> <C> <C>
1999 1998
---- ----
CURRENT ASSETS
Cash $ 22,125 $ 1,050
Notes receivable 13,600 31,750
Accrued interest receivable 154 154
-------- --------

Total Current Assets 35,879 32,954

COMPUTER SOFTWARE - NET 66 331
-------- --------

TOTAL ASSETS $ 35,945 $33,285
-------- --------
-------- --------

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable and accrued $ 43,378 $24,266
Due to officer 7,950 7,950
Due to related party 111,017 17,267
-------- -------
Total Current Liabilities 162,345 49,483

EQUITY SUBJECT TO POTENTIAL
REDEMPTION 31,321 -

STOCKHOLDERS' DEFICIENCY (126,400) (16,198)

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 35,945 $33,285
-------- -------
-------- -------
</TABLE>
Read accompanying Notes to Financial Statements.

ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<S> <C> <C>
1999 1998
---- ----

REVENUES
Net sales $ 7,526 $ 32,852
Net sales - related parties - 11,508

Total Net Sales 7,526 44,360

COST OF SALES 5,352 41,678
-------- -------

GROSS PROFIT 2,174 2,682
-------- -------

EXPENSES
Consulting fees 245,700 27,190
Marketing and public relations 106,650 -
Professional fees 15,958 8,453
Transfer agent fees 9,419 -
Office supplies and expense 2,015 3,349
Taxes - other 1,046 462
Bank charges and credit card fees 815 1,103
Telephone 475 433
Depreciation expense 265 265
Dues and subscriptions - 259
Interest expense - 1,846
Organization expense - 3,000
--------- ------

Total Operating Expenses 382,343 46,360
--------- ------

LOSS FROM OPERATIONS (380,169) (43,678)

INTEREST INCOME 2,250 317
--------- -------
NET LOSS $(377,919) $(43,361)
------------ ---------
------------ ---------

LOSS PER SHARE $ (.02) $ (0.002)
---------- ---------
---------- ---------

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 20,393,794 20,216,153
---------- ----------
---------- ----------
</TABLE>

Read accompanying Notes to Financial Statements.

ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
YEARS ENDED MARCH, 1999 AND 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Stock
Number of Par Paid-in Subscription
Shares Value Capital Receivable Deficit Total
------ ----- ------- ------------------ -----

BALANCE -
MARCH 31,1997 20,040,000 $20,040 $181,960 $(201,000) $(12,662) $(11,662)
Repayment of stock
subscription receivable - - - 825 - 825
Issuance of common stock
for services 150,000 150 2,850 - - 3,000
Issuance of common stock
for cash 35,000 35 34,965 - - 35,000
Cancellation of notes
receivable (40,000) (40) (199,960) 200,000 - -
Net loss - - - - (43,361) (43,361)
-------- -------- ---------- --------- -------- --------

BALANCE -
MARCH 31, 1998 20,185,000 20,185 19,815 (175) (56,023) (16,198)
Issuance of common stock
for services 1,075,000 1,075 244,650 - - 245,725
Issuance of common stock
for cash 181,284 181 21,744 - - 21,925
Repayment of stock
subscription receivable - - - 67 - 67
Net loss - - - - (377,919) (377,919)
---------- ---------- -------- ---------- --------- ---------

BALANCE -
MARCH 31, 1999 21,441,284 $21,441 $286,209 $ (108) $(433,942)$(126,400)
---------- ------- -------- --------- --------- --------
---------- ------- -------- --------- --------- --------
</TABLE>
Read accompanying Notes to Financial Statements.

ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1999 AND 1998

<TABLE>
<S> <C> <C>
1999 1998
---- ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(377,919) $(43,361)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation 265 265
Issuance of common stock for
services 245,725 3,000
(Increase) decrease in:
Notes receivable 18,150 (31,750)
Accrued interest receivable - (154)
Increase (decrease) in:
Accounts payable and accrued
expenses 19,112 12,466
Sales tax payable - (156)
-------- ---------

NET CASH USED IN OPERATING ACTIVITIES (94,667) (59,690)
--------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of stock subscription
receivable 67 825
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common
stock 21,925 35,000
Increase in amount due to related
party 93,750 17,267
--------- --------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 115,675 52,267
--------- --------
NET INCREASE (DECREASE) IN CASH 21,075 (6,598)

CASH AND CASH EQUIVALENTS - BEGINNING 1,050 7,648
--------- --------

CASH AND CASH EQUIVALENTS - ENDING $ 22,125 $ 1,050
----------- ---------
----------- ---------
Read accompanying Notes to Financial Statements.

ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED MARCH 31, 1999 AND 1998

1999 1998
---- ----

SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock for services $245,725 $3,000
========== =========
</TABLE>

Read accompanying Notes to Financial Statements.

ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998

NOTE 1. ORGANIZATION
------------

Anderson Computers/Tidalwave Corp. was incorporated on
April 23, 1996 under the laws of the State of Florida.
The company operates as a reseller of its customized
"Tidalwave" brand and other non "Tidalwave" brand computer
products via the Internet. The Company's headquarters is in
Fort Lauderdale, Florida.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Revenue Recognition
-------------------
Sales are recognized upon shipment to the
customer.

Computer Software
-----------------

Computer software is recorded at cost. Depreciation is
computed on the straight line basis using an estimated
useful life of three years.

Syndication Costs
-----------------

Costs incurred in raising capital through the issuance
of common stock is recorded as a reduction in additional
paid-in capital.

Income Taxes
-------------

Deferred income taxes are provided for differences
between the basis of assets and liabilities for financial
and income tax reporting. A valuation allowance is
provided against deferred income tax assets in circumstances
where management believes recoverability of a portion of the
assets is not reasonably assured.

Loss Per Share
---------------

Loss per share is computed by dividing net loss for the
year by the weighted average number of shares outstanding.

ANDERSON COMPUTERS/TIDALWAVE CORP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
--------------------------------------------

Statement of Cash Flows
-----------------------

For purposes of this statement the Company considers
all highly liquid investments with a maturity of three
months or less to be cash equivalents.

Use of Estimates
----------------

Management uses estimates and assumptions in preparing
financial statements in accordance with generally accepted
accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates
that were assumed in preparing the financial statements.

Reclassifications
-----------------

Certain amounts for 1998 have been reclassified to
conform to the current presentation.

NOTE 3. COMPUTER SOFTWARE
-----------------

Computer software as of March 31, 1999 and 1998
are as follows:
1999 1998
----- ----

Cost $ 795 $ 795
Accumulated Depreciation (729) (464)
------ ------
Total $ 66 $ 331
====== ======

NOTE 4. INCOME TAXES
------------

As of March 31, 1999, the Company has net
operating loss carryforwards for income tax purposes of
approximately $434,000 expiring through March 31, 2014

ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998

NOTE 4. INCOME TAXES (CONTINUED)
------------------------

available to offset future taxable income. No deferred tax
assets have been recorded due to the Company having no
history of profitable operations.

The Company has not yet filed its federal and state
corporate income tax returns for the year ended March 31,
1998.

NOTE 5. RELATED PARTY TRANSACTIONS
--------------------------

Office Facilities
------------------

The Company shares office space with a company owned by
a stockholder. No rent is being charged to the Company.

Notes Receivable
----------------

Notes receivable represent 12% interest bearing notes
due from Internet TV Connector Corp., the majority
stockholder. The notes were issued on various dates from
February 27 through May 13, 1998 and are due on demand with
interest payable monthly.

Due to Officer
--------------

Due to officer consists of advances made during July
and August, 1996 to the Company by its President to purchase
computer hardware and software products for resale. These
advances are non-interest bearing and are expected to be
repaid within the next twelve months.

Due to Related Party
---------------------

The amount due to related party consists of company
expenses paid by Internet TV Connector Corp., the
majority stockholder. On May 5, 1999, agreement was made to
settle $93,750 of the liability through issuance of 125,000
common shares. On May 7, 1999, agreement was made to settle
the remaining balance of $17,267 through the issuance of
20,459 common shares.

ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998

NOTE 6. CAPITAL STOCK
-------------

The Company has authorized 100,000,000 common shares
with a par value of $.001 per share. As of March 31, 1999
and 1998, 21,441,284 and 20,185,000 common shares were
issued and outstanding, respectively.

On February 2, 1998, the Company issued a Regulation D,
Rule 504 Offering Memorandum providing for the sale of 7000
units for a total consideration of $35,000. Each unit
consisted of one share of common stock and fifty common
stock purchase warrants. The warrants are not exercisable
until July 26, 1998 and may be exercised until July 26, 1999
at an exercise price of $2.00 per share. The exercise date
was extended to December 31, 1999 through a resolution of a
meeting of directors and stockholders dated January 26,
1999. The effect of the assumed exercise of the warrants on
loss per share for the years ended March 31, 1999 and 1998
were anti-dilutive, therefore, no diluted loss per share has
been presented on the statements of operations. All units
offered under the Offering Memorandum were sold.

Issuances of common stock pursuant to Regulation D, Rule 504
might be considered a public offering in violation of
federal securities laws. These issuances might also have
been in violation of certain state securities laws. If these
issuances were public offerings under federal securities
laws or in violation of certain state securities laws, some
of the holders of these securities might be granted the
right to rescind the sale of shares and demand that the
purchase price of the shares be returned. Common stock was
issued to approximately 34 of the Company's stockholders in
an offering that were believed to be conducted as private
placements under Regulation D, Rule 504 of the Securities
Act of 1933 as amended, and did not require registration
under the federal securities laws. However, due to the fact
that the Company may be deemed to be a "blank check company"
as defined in Rule 419, it is possible that holders of these
securities may allege that the offering and sale of these
securities was not a private placement under Regulation D,
Rule 504 and was not in accordance with Section 5 of the
Securities Act of 1933.

Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return of the
purchase price of the securities. As of March 31, 1999, if
Section 5 of the Securities Act of 1933 was violated, no
claims could be made since these securities were issued more
than one year ago.

ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998

NOTE 6. CAPITAL STOCK (CONTINUED)
-------------------------

Issuances of common stock pursuant to Section 4(2) of the
Securities Act of 1933 might be considered a public offering
in violation of federal securities laws. These issuances
might also have been in violation of certain state
securities laws. If these issuances were public offerings
under federal securities laws or in violation of certain
state securities laws, some of the holders of these
securities might be granted the right to rescind the sale of
shares and demand that the purchase price of the shares be
returned. Common stock was issued to approximately 23 of the
Company's stockholders in offerings that were believed to
be conducted as private placements under Section 4(2) of the
Securities Act of 1933 as amended, and did not require
registration under the federal securities laws. However, due
to the sophistication of the investors in the offering, it
is possible that holders of these securities may allege that
the offering and sale of these securities was not a valid
private placement under Section 4(2) and was not in
accordance with Section 5 of the Securities Act of 1933.

Generally, the statute of limitations for this type of claim
is one year after the date of the alleged violation and, if
successful, would entitle the owners to rescind the issuance
of the securities to them and demand a return of the
purchase price of the securities. As of March 31, 1999, if
Section 5 of the Securities Act of 1933 was violated, claims
of approximately $31,321 could be made.

The Company may have violated securities laws of several
states in connection with the issuances of common stock.
Similar to the recourse provided under the federal
securities laws, holders of these securities may be able to
make a claim to rescind the sale and demand a return of the
purchase price of the securities. The rescission rights that
may be granted to these holders under state law is not
cumulative to the rights granted under federal law.
Accordingly, if stockholders rescind the sale of the
securities under federal law, they would not have the right
to additional payments under state law.

The Company is not aware of any pending claims for
rescission and intends to vigorously defend any potential
claims. Nevertheless, it is possible that a claim could be
made by holders of the securities, and if a court were to
hold that the private placement exemption is not available
for the sale of the securities or that the Company violated
state securities laws, the Company could be forced to
rescind the sales requiring significant monetary payments to
the claiming owners. These claims, if successful, could
significantly exceed the Company's cash reserves and may
require the borrowing of funds adversely affecting the
Company's financial condition.

NOTE 7. GOING CONCERN
-------------

The accompanying financial statements have been
presented on the basis of the continuation of the Company as
a going concern and do not include any adjustments relating
to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities
that might be necessary should the Company be unable to
continue as a going concern. The Company has incurred
operating losses of $433,942 since inception and has a
working capital deficit of $126,465 as of March 31, 1999.

Management is actively seeking investors for
additional funds through stock sales and through increasing
operating revenues.

NOTE 8. SUBSEQUENT EVENTS
-----------------

On April 19, 1999, the Company settled a delinquent
account included in accounts payable and accrued expenses
totaling $19,566 for $9,800.

On March 25, 1999, the Company entered into an
agreement with a company to sell its "Tidalwave" brand
computers. As consideration for entering into this
agreement, the Company issued 203,314 common shares on April
12, 1999. Also, as part of this agreement, the Company will
receive a license fee based upon a percentage of the
net profits of each "Tidalwave" computer sold, and a 10%
fee on non "Tidalwave" computer products sold.

On April 6, 1999, the company entered into an agreement
whereby 25,800 common shares were issued in settlement of
past due website development and maintenance services of
$6,900 (included in accounts payable and accrued expenses)
and for future services totaling $6,000. Also, as part of
this agreement the Company will receive, for referrals made
by the Company, a referral fee.

Subsequent to March 31, 1999, 201,800 common shares
were issued for a total consideration of $40,200.

On June 22, 1999, the Company purchased a 4.9% interest
in Citizens Title Services, Inc., a title insurance company,
for $297,717 by issuing 488,060 common shares. The common
stock was valued using the 30 day average trading market
price. On July 19, 1999, the Company signed a letter of
intent to purchase an additional 20.1% interest. This
transaction has not yet closed.

CITIZENS TITLE SERVICES, INC.
CONDENSED BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 8,954
Cash - escrow 579,837
-------------
Total Current Assets 588,791

PROPERTY AND EQUIPMENT - NET 89,836

OTHER ASSETS 3,853

TOTAL ASSETS $682,480
==============

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES
Notes payable - bank $ 50,577
Accounts payable and accrued expenses 58,345
Funds held in escrow 579,837
--------------
Total Current Liabilities 688,759

COMMITMENTS

STOCKHOLDER'S EQUITY (DEFICIT)
Common stock, $5 par value, 300 shares
authorized, issued and outstanding 1,500
Deficit (7,779)
--------------
Total Stockholder's Equity (Deficit) (6,279)
--------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $682,480
==============

</TABLE>
Read accompanying Notes to Financial Statements.

CITIZENS TITLE SERVICES, INC.
CONDENSED STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
<TABLE>
<S> <C>
NET REVENUES $1,011,395
EXPENSES
General and administrative 929,001
Depreciation and amortization 25,415
Interest expense 18,681
------------
Total Expenses 973,097

NET INCOME $ 38,298
============
</TABLE>

Read accompanying Notes to Financial Statements.

CITIZENS TITLE SERVICES, INC.
CONDENSED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 38,298
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 25,415
(Increase) decrease in:
Accounts receivable 9,202
Cash - escrow 220,670
Increase (decrease) in:
Accounts payable and accrued expenses 17,658
Funds held in escrow (220,670)
-------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 90,573
-------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (35,010)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of note payable - bank 2,000
Distributions to stockholder (75,955)
-------------
NET CASH USED IN FINANCING ACTIVITIES (73,955)
-------------
NET DECREASE IN CASH (18,392)

CASH - BEGINNING 27,346
-------------
CASH - ENDING $ 8,954
=============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 18,681
=============
</TABLE>
Read accompanying Notes to Financial Statements.

CITIZENS TITLE SERVICES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

NOTE 1. ORGANIZATION
------------

Citizens Title Services, Inc. was incorporated on December
31, 1997 under the laws of the State of Florida. The Company
is a full service title insurance agency with offices in
Coral Springs and Melbourne, Florida. The Company also
maintains several satellite locations around South Florida.
In January 2000, the Melbourne office was closed.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------

Basis of Presentation
- ----------------------

The accompanying condensed financial statements are
unaudited. These statements have been prepared in accordance
with the rules and regulations of the Securities and
Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all
adjustments (which include only normal recurring
adjustments) considered necessary for a fair presentation
have been included. These financial statements should be
read in conjunction with the Company's financial statements
and notes thereto for the year ended December 31, 1998, as
filed with the SEC.

Income Taxes
- ------------

The Company, with the consent of its stockholder, has
elected under the Internal Revenue Code to be an S
Corporation. In lieu of Federal and State income taxes, the
stockholders of an S Corporation are taxed on their
proportionate share of the Company's taxable income (loss).
Therefore, no provision or (benefit) for income taxes has
been included in these financial statements.

Use of Estimates
- ----------------

The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

CITIZENS TITLE SERVICES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

NOTE 3. PROPERTY AND EQUIPMENT
----------------------

Property and equipment as of September 30, 1999
consisted of the following:
<TABLE>
<S> <C>
Computer, office equipment
and furniture and fixtures $124,836

Accumulated depreciation (35,000)
---------
TOTAL $ 89,836
=========
</TABLE>

NOTE 4. SUBSEQUENT EVENT
----------------

Income Taxes
- ------------

In June 1999, a publicly held corporation purchased a
4.9% interest (increased to 10% in October 1999) in the
Company. As a result, the Company's S Corporation status was
terminated.
CITIZENS TITLE SERVICES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1998

CITIZENS TITLE SERVICES, INC.

CONTENTS
<TABLE>
<S> <C>
PAGE
Independent Auditor's Report 1

Financial Statements:

Balance Sheet 2

Statement of Income 3

Statement of Changes in Stockholder's
Equity 4

Statement of Cash Flows 5 - 6

Notes to Financial Statements 7 - 11

</TABLE>

INDEPENDENT AUDITOR'S REPORT

To the Stockholder of:
Citizens Title Services, Inc.

I have audited the accompanying balance sheet of Citizens
Title Services, Inc. as of December 31, 1998 and the related
statements of income, changes in stockholder's equity, and
cash flows for the year then ended (initial year of
operations). These financial statements are the
responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.

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

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Citizens Title Services, Inc. as of December 31,
1998 and the results of its operations and cash flows for
the year then ended, in conformity with generally accepted
accounting principles.

March 21, 2000

CITIZENS TITLE SERVICES, INC.
BALANCE SHEET
DECEMBER 31, 1998

ASSETS
------
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 27,346
Accounts receivable 9,202
Cash - escrow 800,507
-----------
Total Current Assets 837,055

PROPERTY AND EQUIPMENT - NET 79,840

OTHER ASSETS 4,255
-----------

TOTAL ASSETS $921,150
===========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
Notes payable - bank $ 48,578
Accounts payable and accrued expenses 25,049
Payroll taxes payable 13,180
Note payable 2,458
Funds held in escrow 800,507
-----------

Total Current Liabilities 889,772
-----------
COMMITMENTS

STOCKHOLDER'S EQUITY
Common stock, $5 par value, 300 shares
authorized, issued and outstanding 1,500
Retained earnings 29,878
-----------
Total Stockholder's Equity 31,378
-----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $921,150
===========

</TABLE>
Read accompanying Notes to Financial Statements.
CITIZENS TITLE SERVICES, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
YEAR ENDED DECEMBER 31, 1998
(INITIAL YEAR OF OPERATIONS)

<TABLE>
<S> <C> <C> <C> <C>
Common Stock
Number of Par Retained
Shares Value Earnings Total
Common stock issued
for cash 300 $1,500 $ - $ 1,500
Net income for year - - 191,204 191,204
Distributions to
stockholder - - (161,326) (161,326)
BALANCE -
DECEMBER 31, 1998 300 $1,500 $ 29,878 $ 31,378
=== ====== ======== =========
</TABLE>
Read accompanying Notes to Financial Statements.

CITIZENS TITLE SERVICES, INC.
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998
(INITIAL YEAR OF OPERATIONS)

<TABLE>
<S> <C>
REVENUES
Fees - net $1,154,236
EXPENSES
General and administrative 949,531
Depreciation and amortization 10,403
Interest expense 3,098

Total Expenses 963,032

NET INCOME $ 191,204
===========
</TABLE>

CITIZENS TITLE SERVICES, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
(INITIAL YEAR OF OPERATIONS)

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $191,204
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 10,403
(Increase) in:
Accounts receivable (9,202)
Cash - escrow (800,507)
Other assets(4,672)
Increase in:
Accounts payable and accrued expenses 25,049
Payroll taxes payable 13,180
Funds held in escrow 800,507

NET CASH PROVIDED BY OPERATING ACTIVITIES 225,962

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (84,778)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 1,500
Proceeds of note payable - bank 48,578
Principal repayments on note payable(2,590)
Distributions to stockholder (161,326)

NET CASH USED IN FINANCING ACTIVITIES (113,838)

NET INCREASE IN CASH EQUALS CASH -
DECEMBER 31, 1998 $ 27,346
=========
</TABLE>

Read accompanying Notes to Financial Statements.

CITIZENS TITLE SERVICES, INC.
STATEMENT OF CASH FLOWS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998
(INITIAL YEAR OF OPERATIONS)

<TABLE>
<S> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $3,098
========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Note payable incurred upon entering into a
software license agreement. $5,048
========

</TABLE>

Read accompanying Notes to Financial Statements.

CITIZENS TITLE SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

NOTE 1. ORGANIZATION
-------------

Citizens Title Services, Inc. was incorporated on
December 31, 1997 under the laws of the State of Florida.
The Company is a full service title insurance agency with
offices in Coral Springs and Melbourne, Florida. The Company
also maintains several satellite locations around South
Florida. In January 2000, the Melbourne office was closed.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Revenue Recognition
-------------------

The Company recognizes revenue upon the closing or
substantial completion of an approved loan.

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

Property and equipment are recorded at cost.
Expenditures for major betterments and additions are
charged to the property and equipment accounts, while
replacements, maintenance and repairs which do not improve
or extend the life of the respective assets are expensed.

Depreciation is computed by using the straight-line method
over the estimated useful lives of the assets. The
estimated useful lives are summarized as follows:

Computer and office equipment 3 to 7 years
Furniture and fixtures 7 years

Other Assets
------------

Included in other assets are organization and loan costs
which are being amortized over sixty and twelve months on
the straight-line basis, respectively. As of December 31,
1998, accumulated amortization was $417.

CITIZENS TITLE SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
--------------------------------------------

Income Taxes
-------------

The Company, with the consent of its stockholder,
has elected under the Internal Revenue Code to be an S
Corporation. In lieu of Federal and State income taxes,
the stockholders of an S Corporation are taxed on their
proportionate share of the Company's taxable income
(loss). Therefore, no provision or (benefit) for income
taxes has been included in these financial statements.

Statement of Cash Flows
-----------------------

For purposes of this statement, the Company
considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash
equivalents.

Use of Estimates
----------------

The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those
estimates.

Concentration of Credit Risk
-----------------------------

The Company maintains its cash in bank deposit
accounts at high credit quality financial institutions. At
times, the cash balances may exceed federally insured
amounts.

CITIZENS TITLE SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

NOTE 3. PROPERTY AND EQUIPMENT
----------------------

Property and equipment as of December 31, 1998
consisted of the following:
Computer and office equipment $59,051
Furniture and fixtures 30,775
89,826
Accumulated depreciation (9,986)
--------
TOTAL $79,840
========

For the year ended December 31, 1998, depreciation expense
was $9,986.

NOTE 4. NOTES PAYABLE - BANK
--------------------

The Company has a line of credit in the amount of $50,000
which is secured by substantially all assets of the Company
and a personal guarantee by the stockholder. Principal is
due June 18, 1999 and interest is payable monthly at 1% over
the bank's prime rate. As of December 31, 1998, $48,000 was
outstanding on this line of credit. On August 6, 1999, the
note was paid in full.

The Company has an additional line of credit with another
bank in the amount of $100,000 which is secured by
substantially all assets of the Company and a personal
guarantee by the stockholder. Principal is due October 21,
1999 and interest is payable monthly at 1% over the Wall
Street Journal's published prime rate. As of December 31,
1998, $578 was outstanding on this line of credit.
Subsequent to December 31, 1998, the Company took additional
advances of $93,513.

CITIZENS TITLE SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

NOTE 5. NOTE PAYABLE
------------

Note payable as of December 31, 1998 consisted of the
following:

Note payable, non-interest
bearing (discounted using
an interest rate of 5%)
repayable in monthly
installments of $200. $2,458

Current portion (2,458)
--------
TOTAL $ -
========

The note was paid in December 1999.

NOTE 6. COMMITMENTS
-----------

Operating Leases
----------------

The Company subleases its office facilities and leases its
satellite locations on a month-to-month basis. For the year
ended December 31, 1998 rent expense was $32,235.

The Company also leases motor vehicles, computer and office
equipment under noncancelable leases expiring through
December 2001. Future minimum lease payments due under these
leases for the years ending subsequent to December 31, 1998
are as follows:

December 31, Amount
------------ -------
1999 $ 50,185
2000 45,925
2001 31,902
--------

Total $128,012
========

CITIZENS TITLE SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

NOTE 7. SUBSEQUENT EVENTS
-----------------

Note Payable - Bank
- -------------------

On September 27, 1999, the Company received a $50,000 line
of credit secured by substantially all assets of the Company
and a personal guarantee by the stockholder. Principal is
due September 15, 2000 and interest is payable monthly at 1%
over the Wall Street Journal's published prime rate.
Subsequent to December 31, 1998, $50,000 was advanced from
this line of credit.

Note Payable
- ------------

On July 7, 1999, the Company purchased a motor vehicle
previously leased. The note is repayable in sixty monthly
installments of $376 including interest at 8.5%. The note is
due July 2004.

Operating Lease
- ----------------

On July 29, 1999, the Company leased computer and office
equipment under a noncancellable lease for $924 per month
expiring July 2004.

Income Taxes
- --------------

In June 1999, a publicly held corporation
purchased a 4.9% interest (increased to 10% in October 1999)
in the Company. As a result, the Company's S Corporation
status was terminated.

The following exhibits are filed with this Form 10-SB:

EXHIBIT #EXHIBIT NAME
- ----------------------
3(i) Articles of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(ii) First Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(iii) Second Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(iv) Third Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *

3(v) By-Laws of Anderson Computers/Tidalwave
Corp. *

5 Opinion of Richard I. Anslow, Esq. of
Richard I. Anslow & Associates

10(i) Letter of Intent between the Company
And Citizens Title Services, Inc.
Re: 20.1% interest **

10(ii) Purchase Agreement between the Company
and Citizens Title Services, Inc.
Re: 4.9% interest and letter from
Accountant of Citizens Title Services,
Inc. **

10(iii) Agreement between Company and Micro
Doctor, Inc. **

10(iv) Agreement between Company and
CyberLinkCom Corp. **

10(v) Consulting Agreement between Company
And Advantage Link Inc. **

10(vi) Agreement between Company and Wall
Street Marketing Group **

10(vii) Agreement for Consulting Services
Between Company and Robert A. Dumas, Jr.
**

10(viii) Agreement between Company and Amazon.com
**

10(ix) Agreement between Company and Beyond.com
**

7 Financial Data Schedule

* Filed with initial filing of Form 10-SB on May 25, 1999.
** Filed with Amendment No. 1 to Form 10-SB on July 27,
1999.

EXHIBIT 5 - OPINION OF RICHARD I. ANSLOW, ESQ.

January 20, 2000

Anderson Computers/Tidalwave Corp.
1831 N.E. 45th Street
Fort Lauderdale, Florida 33308

Gentlemen:

You have requested our opinion, as counsel for Anderson
Computers/Tidalwave Corp., a Florida corporation (the
"Company"), in connection with the amended Form 10-SB, under
the Securities Act of 1933 (the "Act"), being filed by the
Company with the Securities and Exchange Commission.

We have examined such records and documents and made such
examination of law as we have deemed relevant in connection
with this opinion. It is our opinion that when there has
been compliance with the Act, the Shares, when issued,
delivered, and paid for, will be fully paid, validly issued
and nonassessable.

No opinion is expressed herein as to any laws other than the
State of New York, of the United States and the corporate
laws of the State of Florida.

We hereby consent to the filing of this opinion as an
exhibit to the amended Form 10-SB and to the reference to
our firm under the caption "Legal Matters" in the
Registration Statement. In so doing, we do not admit that
we are in the category of persons whose consent is required
under Section 7 of the Act and the rules and regulations of
the Securities and Exchange Commission promulgated
thereunder.

Very truly yours,

RICHARD I. ANSLOW & ASSOCIATES

By: /s/ Richard I. Anslow
----------------------------
RICHARD I. ANSLOW

RIA/tp

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION FOR
ANDERSON COMPUTERS/TIDALWAVE CORP. EXTRACTED FROM THE
MARCH 31, 1999 BALANCE SHEET AND THE STATEMENTS OF
OPERATIONS FOR THE FISCAL YEAR ENDED MARCH 31, 1999
AND IS QUALIFIED IN TIS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
[ARTICLE] 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 22,125
<SECURITIES> 0
<RECEIVABLES> 13,754
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 35,879
<PP&E> 66
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,954
<CURRENT-LIABILITIES> 162,345
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (126,400)
<TOTAL-LIABILITY-AND-EQUITY> 35,945
<SALES> 7,526
<TOTAL-REVENUES> 7,526
<CGS> 5,352
<TOTAL-COSTS> 382,343
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (377,919)
<INCOME-TAX> (377,919)
<INCOME-CONTINUING> (377,919)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (377,919)
<EPS-BASIC> (0.02)
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
FOR CITIZENS TITLE SERVICES, INC. FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1999.
</LEGEND>
[ARTICLE] 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 588,791
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 588,791
<PP&E> 89,836
<DEPRECIATION> 0
<TOTAL-ASSETS> 682,480
<CURRENT-LIABILITIES> 688,759
<BONDS> 0
1,500
0
<COMMON> 0
<OTHER-SE> (7,779)
<TOTAL-LIABILITY-AND-EQUITY> 682,480
<SALES> 1,011,395
<TOTAL-REVENUES> 1,011,395
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 954,416
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,681
<INCOME-PRETAX> 38,298
<INCOME-TAX> 0
<INCOME-CONTINUING> 38,298
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,298
<EPS-BASIC> 127.66
<EPS-DILUTED> 127.66

</TABLE>