FIRST SUNRISE INC, SB-2/A, 1999-10-22

FIRST SUNRISE INC
SB-2/A, 1999-10-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 2

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST SUNRISE, INC.
(Name of small business issuer in its charter)

Delaware 6770
-------- ----
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

200 East 89th Street, New York, New York 10128 (212) 876-8578
-------------------------------------------------------------
(Address and telephone number of principal executive offices)

200 East 89th Street, 44th Floor, New York, New York 10128
----------------------------------------------------------
(Address of Principal place of business or intended principal
place of business)

Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite 1801, New York, NY
(212)344-1600
----------------------------------------------------------

(Name, address, and telephone number of agent for service)

Copies to:

Andrea I. Weinstein, Esq.
Schonfeld & Weinstein, L.L.P.
63 Wall Street, Suite 1801
New York, New York 10005
(212) 344-1600

Robert S. Schneider, Esq.
Graham & James, L.L.P.
21st Floor
885 Third Avenue
New York, New York 10022-4802
Tel:(212) 848-1000

<PAGE>

Approximate date of proposed sale to the public as soon as practicable after the
effective date of this Registration Statement and Prospectus.

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

CALCULATION OF REGISTRATION FEE

No registration fee is due on a Reconfirmation Offering under Rule 419.

Cross Reference Sheet
Showing the Location In Prospectus of
Information Required by Items of Form SB-2

Part I. Information Required in Prospectus

ITEM
NO. REQUIRED ITEM LOCATION OR CAPTION
--- ------------- -------------------

1. Front of Registration Statement Front of Registration
and Outside Front Cover of Statement and outside
Prospectus front cover of Prospectus

2. Inside Front and Outside Back Inside Front Cover Page
Cover Pages of Prospectus of Prospectus and Outside
Front cover Page of Prospectus

3. Summary Information and Risk Prospectus Summary;
Factors High Risk Factors

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Prospectus Summary -
Price Determination of Offering
Price; Risk Factors

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Not Applicable
9. Legal Proceedings Legal Proceedings

10. Directors, Executive Officers, Management
Promoters and Control Persons

11. Security Ownership of Certain Principal Shareholders
Beneficial Owners and Management

<PAGE>

PART I INFORMATION REQUIRED IN PROSPECTUS CAPTION IN PROSPECTUS
- ------ ---------------------------------- ---------------------

12. Description of Securities Description of Securities

13. Interest of Named Experts and Legal Opinions; Experts;
Counsel

14. Disclosure of Commission Position Statement as to
on Indemnification for Securities Indemnification
Act Liabilities

15. Organization Within Last Management, Certain
Five Years Transactions

16. Description of Business Business

17. Management's Discussion and Management's Discussion and
and Analysis or Plan of Analysis
Operation

18. Description of Property Not Applicable

19. Certain Relationships and Related Certain Transactions
Transactions

20. Market for Common Stock and Prospectus Summary
Related Stockholder Matters

21. Executive Compensation Executive Compensation

22. Financial Statements Financial Statements

<PAGE>

PROSPECTUS

FIRST SUNRISE, INC.
(a Delaware corporation)

RECONFIRMATION OFFER

This prospectus relates to the reconfirmation offer of 100,000 shares of
common stock of First Sunrise, Inc. ("FSI," "We" of "Us")sold in FSI's initial
public offering. Pursuant to Rule 419 of the Securities Act of 1933,
shareholders representing at least 80% of FSI's maximum offering proceeds
($40,000) must elect to reconfirm their investments (the "Reconfirmation
Offer"). (See "INVESTORS RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419").
Pursuant to Rule 419, each purchaser of common stock in FSI's initial public
offering shall have no fewer than 20 business days and no more than 45 business
days from the effective date of the post-effective amendment to notify FSI in
writing that the Rule 419 investor elects to remain an investor. If FSI has not
recorded such written notification by the 20th business day following the
effectiveness of the post- effective amendment, funds held in the escrow
account shall be sent by first class mail or other equally prompt means to the
Rule 419 investors within five business days. Once a Rule 419 investor has sent
his/her letter of reconfirmation to FSI, such letter of reconfirmation may not
be revoked.

Pursuant to an Agreement and Plan of Merger between FSI and Platinum
Executive Search, Inc., a corporation organized and existing under the laws of
State of New York ("PES"), dated July 21, 1999, PES shall be merged into FSI
with FSI as the surviving entity. This merger must be consummated within
eighteen (18) months from the effective date of FSI's initial public offering
(December 9, 1999). On the effective date of the merger, all PES
shareholders shall become shareholders of FSI as a result of the merger. FSI
shall change its name to "Global Sources Limited" on the effective date of the
merger.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING
AT PAGE.

THE FSI SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We have filed with the Commission a registration statement on Form SB-2
under the Securities Act with respect to the common shares subject to the
reconfirmation offer hereto. This prospectus does not contain all the
information set forth in the Registration Statement and its exhibits and
schedules. For further information with respect to FSI and our securities, we
refer you to the Registration Statement, exhibits and schedules.

Additional information about FSI, is available upon request from Schonfeld
& Weinstein, L.L.P., 63 Wall Street, Suite 1801, New York, New York 10005.
Additional information about PES may be obtained by contacting Graham & James,
L.L.P., 885 Third Avenue, 21st Floor, New York, New York 10022-4802, Attn:
Robert S. Schneider, Esq.

No. Of Shares Offering
sold in initial Price Per Gross Proceeds Proceeds paid Net
public offering Share to the Company out for expenses in Escrow
- --------------- ----- -------------- ---------------- ---------

100,000 $.50 $50,000 $5,000 $45,000

(1) 10% of the offering proceeds of our initial public offering ($5,000) were
released to us pursuant to Rule 419. The $5,000 remains in a separate
account.

The Date of this Prospectus is .

The following are FSI's expenses for its initial public offering(1):

Escrow Fee.......................................................$ 0
Securities and Exchange Commission Registration Fee..............$ 100.00
Legal Fees.......................................................$ 18,000.00
Accounting Fees..................................................$ 2,000.00
Printing and Engraving...........................................$ 250.00
Blue Sky Qualification Fees and Expenses.........................$ 750.00
Miscellaneous....................................................$ 400.00
Transfer Agent Fee...............................................$ 500.00

TOTAL............................................................$ 22,000.00(3)

<PAGE>

The following are FSI's estimated expenses for the reconfirmation offering (2):

Securities and Exchange Commission Registration Fee.. ........$ 0
Legal Fees....................................................$ 45,000.00(2)
Accounting Fees...............................................$ 10,000.00(2)
Printing and Engraving........................................$ 2,500.00(2)
Miscellaneous.................................................$ 500.00(2)
Transfer Agent Fees...........................................$ 1,500.00(2)

TOTAL.........................................................$ 59,500(2)

(1) Have been/will be paid by FSI (2) Have been/will be paid by PES
(3) This amount was paid by funds received in our private placement which took
place between April 28, 1997 and August 15, 1997.

<PAGE>

TABLE OF CONTENTS

Page #
PROSPECTUS SUMMARY

INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION
UNDER RULE 419

RISK FACTORS

MERGER

USE OF PROCEEDS

SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

BUSINESS

MANAGEMENT

CERTAIN TAX CONSIDERATIONS

DESCRIPTION OF SECURITIES

PRINCIPAL SHAREHOLDERS

CERTAIN TRANSACTIONS

PLAN OF DISTRIBUTION

LEGAL MATTERS

EXPERTS

FIRST SUNRISE, INC. FINANCIAL STATEMENTS

PLATINUM EXECUTIVE SEARCH INC. FINANCIAL STATEMENTS

RENAISSANCE LEADERSHIP, INC. FINANCIAL STATEMENTS

STRUPP INVESTMENTS, LLC FINANCIAL STATEMENTS

FIRST SUNRISE, INC. AND
PLATINUM EXECUTIVE SEARCH INC. PROFORMA CONDENSED
BALANCE SHEET AND STATEMENT OF OPERATIONS

<PAGE>

PROSPECTUS SUMMARY

The following is a summary of certain information contained in this
prospectus and is qualified by the more detailed information and consolidated
financial statements (including notes thereto) appearing elsewhere in this
prospectus. Investors should carefully consider the information set forth under
the heading "Risk Factors". Unless otherwise indicated, the capital structure,
the number of shares outstanding and the per share data and information in this
Prospectus have been adjusted to give effect to the merger described herein.

First Sunrise, Inc.

FSI was incorporated in the State of Delaware on April 28, 1997 for the
sole purpose of acquiring or merging with an unspecified operating business. FSI
has no operating assets and has not engaged in any business activities, other
than to seek out and investigate other businesses for potential merger or
acquisition.

On June 9, 1998, FSI commenced a "blank check" offering pursuant to Rule
419 which generated $50,000 in gross proceeds from approximately 200 different
investors. Pursuant to Rule 419, all of the gross proceeds from that offering,
less 10%, and the FSI shares purchased by the Rule 419 investors, are being held
in escrow pending (i) distribution of a prospectus to each of them describing
any prospective business acquisition by FSI and (ii) the subsequent confirmation
of at least 80% of the shares owned by the Rule 419 Investors that they elect to
remain investors. (See "INVESTORS RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE
419").

The executive offices of FSI are located at 200 East 89th Street, 44th
Floor New York, New York 10121. The telephone number is (212) 876-8578.

Platinum Executive Search, Inc.

PES was incorporated in the State of New York on May 28, 1999. PES was
formed to serve as a holding company for entities engaged in all aspects of
human resources. Since its incorporation, PES has sought to acquire a variety of
human resource firms that specialize in various industries, and personnel with
experience in human resources in each respective industry. In August 1999,
PES acquired two companies: Renaissance Leadership, Inc., a leadership
development and training firm; and Strupp Investments, LLC., a human resources
firm known as "Success." Both companies are operating companies which generate
revenues for PES.

PES believes that with its experienced management team and other key
employees experienced in various segments of the human resource industry, as
well as its two wholly owned subsidiaries, it is able to compete with other
companies in each respective segment. PES expects to expand its operations by
focusing on companies or practices in various areas including: (i) executive
search; (ii) legal profession; (iii) technology and information systems; (iv)

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benefit and compensation consulting and design; (v) leadership training; and
(vi) temporary services. According to the 1998 Olsten Forum, 45% of all
companies report that they are understaffed and 57% predict they will be
understaffed in the coming year. PES believes it is statistics such as these
that have contributed to the growth of the executive search industry over the
last decade. PES believes that several trends will contribute to the continued
growth of the executive search industry:

increased demand for managers globalization of business and economy
increased outsourcing of recruitment functions use of advanced
technology in businesses.

Currently, PES is focusing on a growth strategy of acquiring other firms,
businesses and executives in these sectors. As an example, the executive search
industry is highly fragmented and consists of approximately 4,000 firms. PES
is focusing on those firms with revenues of $5,000,000 and less.

The executive offices of PES are located at 342 Madison Avenue, Suite 1500,
New York, New York 10173. PES's phone number is (212) 687-8063.

Reconfirmation Offering Conducted in Compliance with Rule 419

FSI is a blank check company and, consequently, this reconfirmation
Offering is being conducted in compliance with the Commission's Rule 419. The
Rule 419 investors have certain rights and will receive the substantive
protection provided by the rule. To that end, the securities purchased by
investors and the funds received in our initial public offering are deposited
and held in an escrow account established pursuant to Rule 419 (the "Escrow
Account"), and shall remain in the escrow account until an acquisition meeting
specific criteria is completed. Before the acquisition can be completed and
before the deposited funds and deposited securities can be released to FSI and
the Rule 419 investors, respectively we must take the following steps:

Update the registration statement with a post-effective amendment.

Within five business days after the effective date of the post-effective
amendment, we must furnish the Rule 419 investors with the prospectus. This
prospectus must contain the terms of a reconfirmation offer and information
regarding the proposed acquisition candidate and its business, including
audited financial statements.

According to Rule 419, investors must have no fewer than 20 and no more
than 45 business days from the effective date of the post-effective amendment to
decide to reconfirm their investment and remain an investor or, alternately,
require the return of their investment, minus up to 10% of their investment.
Each Rule 419 investor shall have 20 business days from the date of this
prospectus to reconfirm his/her investment in FSI. Any Rule 419 investor not
making any decision within this 20 business day period will automatically have
his/her investment funds returned. The rule further provides that if we do not

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complete an acquisition meeting the specified criteria within 18 months of the
effective date of its initial public offering, all of the deposited funds in the
escrow account must be returned to Rule 419 investors. (See "Investors' Rights
and Substantive Protection Under Rule 419 - - Reconfirmation Offering.")

Reconfirmation Offer

This prospectus relates to a reconfirmation by FSI shareholders of their
investments in FSI. Rule 419 states that, the proceeds of our initial public
offering and the securities purchased in that offering, both of which are
currently held in escrow, will not be released from the escrow account until

(1)FSI executes an agreement for an acquisition or merger meeting certain
criteria.

(2) a post-effective amendment which includes the terms of the reconfirmation
offer, as well as information about the merger agreement and audited financial
statements is filed.

(3) FSI conducts a reconfirmation offer and shareholders representing 80% of
FSI's initial public offering proceeds elect to reconfirm their investments.
This 80% shall be computed twenty (20) business days after the effective date of
this post-effective amendment.

Once an investor has sent his/her letter of reconfirmation to FSI, such
letter of reconfirmation may not be revoked. In the event the Rule 419 investors
do not vote to reconfirm the offering, the deposited funds shall be returned to
investors on a pro rata basis. Such funds will be returned within 5 business
days of failure to approve the merger.

Terms of the Merger Agreement

The terms of the merger are set forth in the merger agreement and
consummation of the merger is conditioned upon, among other things, the
acceptance of the reconfirmation offer by holders of at least 80% of the shares
owned by the Rule 419 investors. (See "PROSPECTUS SUMMARY Reconfirmation
Offer"). As a result of the consummation of the merger, PES will be merged into
FSI, with FSI as the Surviving Entity. Upon consummation of the merger,

each shareholder who holds shares of FSI's common stock registered in the
registration statement declared effective by the Securities and Exchange
Commission on June 9, 1998, and who accepts the reconfirmation offer shall
continue to hold his or her share certificate(s) representing FSI's
registered common stock.

Each holder of registered common stock who rejects the reconfirmation offer
will be paid his or her pro rata share of the amount in the escrow account
or approximately $.45 per share. In the event the escrowed funds exceed
$45,000 at the consummation of the merger, those funds shall be distributed
on a pro rata basis to those FSI shareholders who reject the reconfirmation
offering. At the effective date of the merger, 100% of the issued and

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outstanding shares of PES shall be canceled. FSI registered common stock
shall be forward split 1 for 1.96648, and FSI unregistered common stock
will be reverse split 1 for .3634383. After these stock splits, FSI will
issue 5,555,475 shares of common stock and 740,000 shares of convertible
preferred stock to PES shareholders and 325,000 options to acquire 325,000
shares of stock to existing PES option holders. After the effective date,
current FSI shareholders and their designees shall own 414,711 shares,
representing 6% of the surviving entity and former PES shareholders will
own 5,555,475 shares of FSI common stock, which, after exercise of 325,000
options and conversion of 740,000 shares of preferred stock, will represent
94% of the issued and outstanding common stock. (See "MERGER"- Terms and
Conditions of Merger, and "Certain Transactions")

Recent Developments

Our board of directors believes that the merger represents a good
investment opportunity for our shareholders and recommends that the Rule 419
investors elect to accept the reconfirmation offering. Our Board of Directors
recommends that Rule 419 investors, when determining whether or not to reconfirm
their investments, also consider, PES's working capital and recent
acquisitions(See "MERGER"- Terms and Conditions of Merger).

The Merger Agreement was approved by the directors and shareholders of PES
by written consent dated as of July 1, 1999. The merger agreement was confirmed
by the written consent of the directors of FSI on August 12, 1999.

Accounting Treatment

Although FSI is the legal surviving corporation, for accounting purposes,
the merger is treated as a purchase business acquisition of FSI by PES (a
reverse acquisition) and a recapitalization of PES. PES is the acquirer for
accounting purposes because the former PES stockholders received the larger
portion of the common stockholder interests and voting rights retained by the
former FSI stockholders. Because PES is the acquirer for accounting purposes
under APB Opinion No. 16, the Surviving Entity shall adopt PES's fiscal year
end, December 31.

High Risk Factors

Investments in the securities of FSI are highly speculative, involve a
high degree of risk, and only persons who can afford the loss of their entire
investment should vote to reconfirm their investments. (See "RISK FACTORS.")

Use of Proceeds

In its initial public offering, FSI generated $50,000 in proceeds. 10%
($5,000) of the deposited funds was released to FSI prior to this
reconfirmation offering. (See "Investors' Rights and Substantive Protection
Under Rule 419 - Reconfirmation Offering.")

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FSI intends to use this sum for expenses incurred in the offering,
including, but not limited to, accounting expenses, transfer agent fees,
printing fees and certificates of good standing. The remaining $45,000 will
remain in the non-interest-bearing escrow account maintained by Atlantic Liberty
Savings Bank, which bank acts as escrow agent. No portion of the deposited funds
has been or will be expended to merge PES into FSI. The deposited funds will be
transferred to FSI pursuant to the merger agreement if and when a business
combination is effected. PES will apply these proceeds towards professional
fees and expenses it expects to incur in its search for merger and acquisition
candidates. (See "USE OF PROCEEDS.")

Certain Income Tax Consequences

In management's opinion, the merger is intended to qualify as a "tax-free
reorganization" for purposes of the United States federal income tax so that
stockholders of FSI and PES subject to United States tax will not recognize gain
or loss from the transaction. In addition, the transaction is not intended to
result in the recognition of gain or loss to either PES or FSI in the respective
jurisdictions where each of them is subject to taxation. NO OPINION OF COUNSEL
NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS BEEN OBTAINED IN REFERENCE TO
THE FOREGOING. THE FOREGOING IS FOR GENERAL INFORMATION ONLY AND FSI
STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TRANSACTION TO THEM.

INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419

Deposit of Offering Proceeds and Securities

Rule 419 requires that in a blank check offering, offering proceeds, after
deduction for underwriting commissions, underwriting expenses and dealer
allowances, and the securities purchased by investors in such an offering, be
deposited into an escrow or trust account governed by an agreement which
contains certain terms and provisions specified by the rule. Under Rule 419, the
deposited funds and deposited securities will be released to FSI and to the 419
investors, respectively, only after FSI has met the following three basic
conditions:

FSI must execute an agreement(s) for an acquisition or merger meeting
certain prescribed criteria.

FSI must file a post-effective amendment to its registration statement
which includes the terms of a reconfirmation offer. The post-effective
amendment must also contain information regarding the acquisition or merger
candidate(s)and its business(es), including audited financial statements.

FSI must conduct the reconfirmation offer and satisfy all of the prescribed
conditions, including the condition that a certain minimum number of
investors must elect to remain investors.

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After FSI submits a signed representation to the escrow agent that the
requirements of Rule 419 have been met, and after the acquisition or merger is
consummated, the escrow agent can release the deposited funds and deposited
securities.

Accordingly , FSI has entered into an escrow agreement with Atlantic
Liberty Savings Bank (the "Escrow Agent") which provides that:

(1) The proceeds are to be deposited into the escrow account maintained by
the escrow agent promptly upon receipt. Rule 419 permits 10% of the deposited
funds to be released to FSI prior to the reconfirmation offering. The deposited
funds and any dividends or interest thereon, if any, are to be held for the sole
benefit of the investors and can only be invested in bank deposits, in money
market mutual funds or federal government securities or securities for which the
principal or interest is guaranteed by the federal government.

(2) All securities issued in connection with the offering and any other
securities issued with respect to such securities, including securities issued
with respect to stock splits, stock dividends or similar rights are to be
deposited directly into the escrow account promptly upon issuance. The identity
of the investors are to be included on the stock certificates or other documents
evidencing the deposited securities. The deposited securities held in the escrow
account are to remain as issued and are to be held for the sole benefit of the
investors' who retain the voting rights, if any, with respect to the deposited
securities held in their names. The deposited securities held in the escrow
account may not be transferred, disposed of nor any interest created therein
other than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code of
1986 or Table 1 of the Employee Retirement Income Security Act.

Prescribed Merger Criteria

Rule 419 requires that before the deposited funds and the deposited
securities can be released, FSI must first execute an agreement to acquire an
acquisition candidate(s) or merge with a merger candidate(s) meeting certain
specified criteria. The agreement(s) must provide for the acquisition(s),
merger(s) of a business(es) or assets for which the fair value of the business
represents at least 80% of the maximum offering proceeds. The agreement(s) must
include, as a condition precedent to their consummation, a requirement that the
number of investors representing 80% of the maximum offering proceeds must elect
to reconfirm their investment. For purposes of the offering, the fair value of
the business(es) or assets to be acquired must be at least $40,000 (80% of
$50,000). Based on its proforma financial statements, PES has a fair value in
excess of $40,000. (See "PES Financial Statements.")

Post-Effective Amendment

Once the agreement(s) governing the acquisition(s), or merger(s) of a
business(es) meeting the above criteria has been executed, Rule 419 requires FSI
to update the registration statement with a post-effective amendment. The
post-effective amendment must contain information about

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The proposed acquisition candidate(s) and its business(es), including
audited financial statements,

the results of this Reconfirmation Offering and

the use of the funds disbursed from the Escrow Account. The post-effective
amendment must also include the terms of the reconfirmation offer mandated
by Rule 419. The reconfirmation offer must include certain prescribed
conditions which must be satisfied before the Deposited Funds and Deposited
Securities can be released from the Escrow Account.

Reconfirmation Offering

The reconfirmation offer must commence after the effective date of the
post-effective amendment. According to Rule 419, the terms of the reconfirmation
offer must include the following conditions:

(1) The prospectus contained in the post-effective amendment will be sent
to each Rule 419 investor whose securities are held in the escrow account within
5 business days after the effective date of the post-effective amendment.

(2) Each investor will have no fewer than 20 and no more than 45 business
days from the effective date of the post-effective amendment to notify FSI in
writing that the investor elects to remain a Rule 419 investor. The
reconfirmations will be tabulated 20 business days from the effective date. Rule
419 investors who submit their letter of reconfirmation to FSI shall not have
the right to revoke such letter.

(3) If FSI does not receive written notification from an investor within 20
business days following the effective date, the pro rata portion of the
deposited funds (and any related interest or dividends) held in the Escrow
Account on such Rule 419 Investor's behalf will be returned to the investor
within 5 business days by first class mail or other equally prompt means.

(4) The acquisition(s) will be consummated only if a minimum number of Rule
419 investors representing 80% of the maximum offering proceeds equaling $40,000
elect to reconfirm their investment.

(5) If a consummated acquisition has not occurred by December 9, 1999 (18
months from the date of original prospectus), the deposited funds held in the
escrow account shall be returned to all Rule 419 Investors on a pro rata basis
within 5 business days by first class mail or other equally prompt means.

Release of Deposited Securities and Deposited Funds

The deposited funds and deposited securities may be released to FSI and the
Rule 419 investors, respectively, after:

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(1) The escrow agent has received a signed representation from FSI and any
other evidence acceptable by the escrow agent that:

(a) FSI has executed an agreement for the acquisition of or merger
with a target business for which the fair market value of the business
represents at least 80% of the maximum offering proceeds and has filed the
required post-effective amendment;

(b) The post-effective amendment has been declared effective, the
mandated reconfirmation offer having the conditions prescribed by Rule 419 has
been completed and that FSI has satisfied all of the prescribed conditions of
the reconfirmation offer.

(2) The acquisition of, or merger with, a business (including shareholder
approval of the merger or acquisition) with the fair value of at least 80% of
the maximum proceeds.

RISK FACTORS

Investment in the securities offered hereby involves a high degree of risk.
Prospective investors should carefully consider, together with the other
information appearing in this Prospectus, the following factors, among others,
in evaluating PES and its business before reconfirming their investments in FSI.

We can only merge with one company

If this merger is consummated, FSI will be involved in no other business
combination. This lack of diversification may subject our shareholders to
economic fluctuations within those industries in which PES conducts business.

PES's business is centered around essentially one industry: human
resources. Any lack of demand for services to be rendered by PES would
have a material adverse effect on PES's business, operating results and
financial condition.

PES will rely on key existing and future personnel.

PES's success will depend to a large degree upon the efforts and
abilities of its officers and key management employees, John Mazzuto,
President, and James J. Strupp, Chairman of the Board. The loss of the
services of one or more of its key employees could have a material adverse
effect on PES's business prospects and potential earning capacity. PES has
entered into employment agreements with both Mr. Mazzuto and Mr. Strupp. PES
has no key person life insurance on either Mr. Mazzuto or Mr. Strupp.
PES will need to continue to recruit and retain additional members of senior
management to manage anticipated growth, but there can be no assurance that
PES will be able to recruit or retain additional members of senior management
on terms suitable to PES. (See "Management - Directors, Executive Officers
and Other Key Employees.")

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We may not be able to grow at a rapid pace.

We will be pursuing an aggressive growth strategy, the success of which
will depend in large part upon our ability to:

develop and expand our business

acquire additional existing human resources companies involved
in new segments of the industry

acquire additional experienced personnel.

Even if we are successful in enhancing profitability after acquiring
additional companies, there can be no assurance as to how long a period of time
accomplishing such profitability will take or the levels of future profitability
that can be achieved. Acquisitions involve a number of risks, including the
diversion of management's attention, issues related to the assimilation of the
operations and personnel of the acquired businesses, and potential adverse
effects on operating results. There can be no assurance that PES will find
attractive acquisition candidates in the future, that acquisitions can be
consummated on acceptable terms, that any acquired companies can be integrated
successfully into PES's operations or that any such acquisitions will not have
an adverse effect on the PES's financial condition or results of operations.

Successful achievement of the PES's expansion plans will depend in part
upon an ability to:

Select and compete successfully in new markets

Hire, train and retain qualified personnel

Acquire additional existing businesses.

PES may incur significant start-up costs in connection with entering new
markets. There can be no assurance that it will achieve its planned expansion
goals on a timely basis, if at all, or manage its growth effectively. Failure to
expand or manage its growth could have a material adverse effect on its
financial condition or results of operations.

See "Business - Growth Strategy," and "Management's Discussion and Analysis of
Financial Conditions and Results of Operations".

Former PES shareholders will own a majority of the shares after the merger.

After consummation of the merger, including the stock splits, the current
shareholders of PES will control the vote of 94% of FSI's issued and outstanding
common shares. As a result, the former PES shareholders will have the ability to
control the outcome of substantially all issues submitted to FSI's shareholders.
(See "PRINCIPAL SHAREHOLDERS" and "MERGER- Terms and Conditions of the Merger
Agreement")

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<PAGE>

A confirmation of the investment in the common stock will result in an
immediate substantial dilution of the investor's investment.

The holders of the restricted common shares of FSI have acquired their
interest in FSI at an average cost per share which was significantly less than
that which the public investors paid for their securities. Consequently, the
public investors will bear the majority of the risk of any loss that may be
incurred in FSI's operations.

There is no public market for our securities.

Prior to the closing of the merger, there will have been no public trading
market for FSI's common stock. Given the small size of the initial public
offering, the relatively minimal public float, and lack of participation of a
professional underwriter, there is only a very limited likelihood of any active
and liquid public trading market developing for the shares. If such a market
does develop, the price of FSI's common stock may be volatile. Thus, investors
run the risk that they will never be able to sell their shares. In any event,
there are additional state securities laws preventing resale transactions. No
potential market makers have been solicited by FSI. There can be no assurances
that any broker will ever agree to make a market in FSI's securities. (See
"DESCRIPTION OF SECURITIES")

We may need additional financing.

PES has no plans to seek loan financing. PES has a $200,000 line of
credit outstanding, which it expects to repay through operating revenues
of its two wholly owned subsidiaries. No officers, directors of affiliates
of PES or FSI have agreed to lend money to the company. However,
in order to achieve and maintain our planned growth rate after the merger,
which growth plan includes financing acquisitions, PES may have to
obtain additional bank financing or sell additional debt or equity
securities in public or private financing. Any such financing could
dilute the interests of current shareholders. There can be no assurance that
any such additional financing will be available or, if it is available, that it
will be in such amounts and on such terms as will be satisfactory to PES.

We will face intense competition.

The market for human resource firms is fragmented and highly competitive,
and competition is increasing substantially. PES and its holdings compete with
other human resource and executive search firms both regionally and nationally.
Other competitors, some of which may have greater financial and other resources
than PES, may also enter the markets in which PES currently operates or intends
to expand. There can be no assurance that PES will be able to compete
successfully against these competitors.

We have not declared dividends and we do not anticipate doing so.

FSI has not paid any dividends and does not contemplate or anticipate
paying any dividends on its common stock in the foreseeable future.

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<PAGE>

We arbitrarily set the offering price of the shares offered in our initial
public offering.

The price at which the FSI's shares were offered to the public in FSI's
initial public offering was arbitrarily determined by FSI. There is no
relationship between the initial offering price of the shares to FSI's assets,
book value, net worth or other economic or recognized criteria of value. In no
event should the offering price be regarded as an indication of any future
market price of the securities.

Possible Future Rule 144 Sales

There are currently 700,000 FSI restricted common shares issued and
outstanding. 600,000 of these shares are "restricted securities" as defined by
Rule 144 of the Securities Act. Under Rule 144, restricted securities which have
been beneficially owned for at least one year may be sold in brokers'
transactions or directly to market makers, subject to certain quantity and other
limitations. Generally, under Rule 144 a person may sell, in any three-month
period, an amount equal to the greater of (i) the average weekly trading volume,
if any, of the common stock during the four calendar weeks preceding the sale or
(ii) 1% of the company's outstanding common stock. After the merger and
subsequent stock splits, FSI will have outstanding 6,911,853 shares of Common
Stock, including 196,648 shares held in escrow (100,000 before the stock splits)
and converted shares of preferred stock (1 share of preferred converts to
.833333 shares of common stock) and exercise of all outstanding options. Shares
beneficially owned for two years by non-affiliates of the Company may be sold
without regard to these quantity or other limitations. The possibility of sales
of substantial amounts of such stock could have a depressive effect on the price
of the common stock in any market which may develop.

Conflicts of Interest.

FSI's officers and directors are engaged in various business ventures.
Thus, there may be conflicts of interest in the allocation of time between FSI's
business and such other businesses. These activities may conflict with the
interests of FSI. As a result of their other interests, they may personally
benefit from decisions or recommendations made with respect to the business of
FSI. Whereas conflicts may arise, management is aware of its fiduciary duty to
FSI and will act in good faith and endeavor on an equitable basis to resolve any
conflicts which may arise, on an equitable basis.

Caution to Public Investors.

For all of the aforesaid reasons, and others set forth herein, these
securities involve a high and substantial degree of risk. Any public investor
considering reconfirming his/her investment in FSI should be aware of these and
other factors as set forth in this prospectus. No public investor considering
reconfirming his/her investment in FSI should do so if he/she anticipates a need
for immediate return on his investment. Reconfirmation should only be made by
investors who can afford to absorb a total loss and have no need for immediate
return on their investments.

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<PAGE>

We will be Depending on qualified personnel and key individuals.

Upon completion of the Merger, FSI's officers and directors will resign,
and new officers and directors will be appointed. Neither FSI nor PES can assure
current FSI shareholders of the qualifications of such persons to run a publicly
owned company. PES is dependent on certain key officers, employees and
directors. Additionally, the success of companies held by PES will be dependent
in, large part, on individuals who manage those companies. The loss of the
services of any of such persons during this period could adversely affect FSI's
prospects. See "MANAGEMENT - Directors and Executive Officers."

There was no independent valuation of the shares in the merger transaction.

The number of FSI shares to be issued pursuant to the merger agreement was
determined by negotiation between PES and FSI and does not necessarily bear any
relationship to PES's asset value, net worth or other established criteria of
value and should not be considered indicative of the actual value of
PES. Furthermore, neither PES nor FSI has obtained either an appraisal of PES's
or FSI's securities or an opinion that the Merger is fair from a financial
perspective.

Failure of sufficient number of investors to reconfirm their investments
will result in the merger not being consummated.

The merger cannot be consummated unless, the Rule 419 investors
representing 80% of the maximum offering proceeds elect to reconfirm their
investments. Rule 419 investors must affirmatively elect to reconfirm their
investments; no response within the twenty business day period FSI must grant
its shareholders to reconfirm will be viewed as a vote not to reconfirm. If,
after completion of this reconfirmation offering, a sufficient number of Rule
419 Investors do not reconfirm their investment, the merger will not be
consummated. In such event, none of the deposited securities held in escrow will
be issued and the deposited funds will be returned to Rule 419 Investors on a
pro rata basis. As a consequence, since FSI expects to use the 10% allowed to it
pursuant to Rule 419, the Rule 419 investors will be returned only 90% of their
invested funds.

Penny Stock Regulation

Broker-dealer practices in connection with transactions in "penny-stock"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange or system). The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure regarding penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
such rules the broker-dealer must make a special written determination that the

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<PAGE>

penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. If FSI's
Common Stock becomes subject to the penny stock rules, investors in this
offering may find it more difficult to sell their shares.

MERGER

Background of the Merger Agreement

FSI was organized on April 28, 1997 under the laws of the State of Delaware
in order to provide a vehicle to acquire or merge with a business or company. On
June 9, 1998, FSI commenced a "blank check" offering pursuant to Rule 419
promulgated under the Securities Act. The purpose of the offering was to cause
FSI to become a publicly held reporting company under the Securities Exchange
Act of 1934. The offering was successful in raising $50,000 in gross proceeds
from Rule 419 investors. Pursuant to Rule 419, $45,000 of the net proceeds from
that offering, and 100,000 FSI shares purchased by the Rule 419 investors, were
placed in escrow pending

distribution of a prospectus to each of the Rule 419 investors
describing any prospective business acquisition by FSI and

the subsequent reconfirmation by the holders of at least 80% of the shares
owned by the Rule 419 investors that they have elected to remain investors.

In the event approval of the merger is not obtained from at least 80% of
the Rule 419 investors, then the shares deposited in the Rule 419 Escrow account
will not be released to the Rule 419 investors. Instead, the $45,000 net
offering proceeds in the Rule 419 Escrow will be released to the Rule 419
investors in proportion to their investment, at approximately $.45 per share. In
the event the escrowed funds exceed $45,000 at the consummation of the merger,
the excess funds shall be returned on a pro rata basis to those registered
common shareholders rejecting the reconfirmation offer. The Rule 419 Investors
paid $.50 per share in FSI's initial public offering.

Pursuant to Rule 419, the fair value of PES must represent at
least 80% of the maximum offering proceeds, or $40,000. Based upon its
proforma financial statements, PES has a business value of not less than
$40,000. (See "Platinum Executive Search, Inc. Financial Statements.")

Terms and Conditions of Merger Agreement

STOCKHOLDERS OF FSI WISHING TO OBTAIN A COPY OF THE MERGER AGREEMENT, WHICH IS
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE, MAY OBTAIN ONE WITHOUT CHARGE BY
WRITING TO SCHONFELD & WEINSTEIN, L.L.P. ATTENTION: JOEL SCHONFELD, 63 WALL
STREET, SUITE 1801, NEW YORK, NEW YORK 10005.

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<PAGE>

Pursuant to the merger agreement, PES will be merged into FSI. Consummation
of the merger is conditioned upon, among other things, reconfirmation by holders
of least 80% of the shares owned by the Rule 419 investors. Upon consummation of
the merger, (i) FSI shall institute a 1 for .3634303 reverse stock split of its
restricted common stock, and a 1 for 1.96648 forward stock split of shares
issued in its initial public offering and currently held in escrow, after which
5,555,475 shares of common stock and 740,000 shares of convertible preferred
stock shall be issued to former PES shareholders and 325,000 options to acquire
325,000 shares of common stock shall be issued to former option holders of PES.
Each shareholder who holds shares of FSI common stock registered pursuant to a
registration statement declared effective by the Securities and Exchange
Commission on June 9, 1998 prior to the merger and who accepts the
reconfirmation offer shall, after consummation of the merger and subsequent
stock split, hold 1.96648 shares for every 1 share held prior to the merger and
subsequent stock split. PES will merge into FSI with FSI as the surviving
entity. The merger is intended to be consummated in such a manner as to be
tax-free to all parties involved under Internal Revenue Code Section
368(a)(1)(A) Each Rule 419 investor who rejects the reconfirmation offer will be
paid his or her pro rata share of the amount in the escrow account of
approximately $.45 per share. Consummation of the merger is not subject to any
governmental approvals.

As a result of the stock splits, the 100,000 shares currently held in escrow
shall become 196,648 shares of FSI registered common stock, and the 600,000
restricted common stock shall become 218,063.

The result of the merger, assuming that 80% of the FSI stockholders
reconfirm their investments, is that former PES shareholders shall own 94% of
the surviving entity while current FSI shareholders and their designees shall
own 6% of FSI. (See "Certain Transactions")

Stockholders of FSI desiring to accept the reconfirmation offer are
directed to sign the enclosed Letter of Reconfirmation form and return it to
Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite 1801, New York, New York
10005, attention: Andrea I. Weinstein, who will forward each Letter of
Reconfirmation to Atlantic Liberty Savings, FSI's escrow agent. Any FSI
stockholder who fails to return his or her form so that it is received by Ms.
Weinstein by (20 business days from the date hereof) will be deemed to have
rejected the reconfirmation offer and will automatically be sent a check within
five business days representing his or her pro rata share of the funds in the
Escrow Account for the benefit of the Rule 419 investors.

Certain Income Tax Consequences

The merger is intended to qualify as a "tax-free reorganization" for
purposes of the United States federal income tax so that stockholders of FSI and
PES will not recognize gain or loss from the transaction. In addition, the
transaction is not expected to result in the recognition of gain or loss to
either FSI or PES in the respective jurisdictions where each of them is subject
to taxation. NO OPINION OF COUNSEL NOR A RULING FROM THE INTERNAL REVENUE
SERVICE HAS BEEN OBTAINED IN REFERENCE TO THE FOREGOING. THE FOREGOING IS FOR
GENERAL INFORMATION ONLY AND FSI STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM.

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<PAGE>

Fees and Expenses

Shareholders of PES shall bear all costs and expenses incurred in
connection with the merger and the reconfirmation offering, since the only funds
available to FSI are the $45,000 in cash held in escrow pursuant to Rule 419,
none of which may be used by either FSI or PES prior to the consummation of the
Merger.

USE OF PROCEEDS

The gross proceeds of FSI's initial public offering was $50,000. Pursuant
to Rule 15c2-4 under the Securities Exchange Act of 1934, all of those proceeds
must be held in escrow until all of the shares are sold. Pursuant to Rule 419,
after all of the shares are sold, 10% of the deposited funds ($5,000) may be
released from escrow to FSI. FSI requested the release of this 10%.
Upon the consummation of the merger and the reconfirmation, which reconfirmation
offering must precede such consummation, pursuant to Rule 419, $5,000 (plus any
interest or dividends received, but less any portion disbursed to FSI pursuant
to Rule 419(b)(2)(C)(vi) and any amount returned to investors who did not
reconfirm their investment pursuant to Rule 419 or approximately $45,000)will be
released to PES. PES will utilize these funds as follows:

Professional Fees (accounting, legal) $20,000
Expenses related to identifying
Potential acquisitions $25,000

Total $45,000

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<PAGE>

SELECTED FINANCIAL DATA

(All amounts expressed in US$)

First Sunrise, Inc.:
January 1, 1998 to January 1, 1999 to
December 31, 1998 June 30, 1999

Net Income from Operations $ 0 $ 0
Total Current Assets $ 55,668 $ 55,503
Other Assets $ 0 $ 0
Total Assets $ 55,668 $ 55,503
Total Current Liabilities $ 7,250 $ 8,100

Long-term Liabilities $ 0 $ 0
Dividends $ 0 $ 0

Total Stockholders equity $ 48,418 $ 47,403

Platinum Executive Search, Inc. March 25, 1999 (date of inception) to
June 30, 1999

Net Income from Operations $ 0
Total Current Assets $ 502,931
Other Assets $ 0
Total Assets $ 502,931
Total Liabilities $ 593,181
Total Current Liabilities $ 593,181
Dividends $ 0
Total Stockholders equity(deficit) $ (90,250)

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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FIRST SUNRISE, INC.

General

FSI was organized under the laws of the State of Delaware on April 20,
1997. Since inception, the primary activity of FSI has been directed to
organizational efforts, and obtaining initial financing and conducting its
initial public offering pursuant to which FSI offered and sold 100,000 shares of
common stock at $.50 per share. Pursuant to Rule 419, the proceeds of FSI's
initial public offering ($50,000) less 10% ($5,000) have been placed in escrow
pending consummation of a merger or acquisition. (See "INVESTORS' RIGHTS AND
SUBSTANTIVE PROTECTION UNDER RULE 419"). In the event no merger or acquisition
is consummated within eighteen (18) months from the effective date of FSI's
initial public offering. FSI shall return investors' money, less $5,000, on a
pro rata basis.

FSI was organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warranted, engaging in business
combinations presented to it by persons or firms who or which desire to employ
FSI's funds in their business or to seek the perceived advantages of a
publicly-held corporation. FSI's principal business objective is to seek
long-term growth potential in a business combination venture rather than to seek
immediate, short-term earnings.

FSI does not currently engage in any business activities which provide any
cash flow. FSI's business is sometimes referred to as a "blank check" company
because investors entrust their investment monies to FSI's management before
they have a chance to analyze any ultimate use to which their money may be put.
Although substantially all of the deposited funds of this offering are intended
to be utilized generally to effect a business combination, such proceeds are not
otherwise being designated for any specific purposes. Pursuant to Rule 419,
prospective investors who invest in FSI will have an opportunity to evaluate the
specific merits or risks of only the business combination management decides to
enter into.

Management anticipates that it may be able to effect only one potential
business combination, due primarily to FSI's limited financing.

Results of Operations

FSI's public offering was declared effective on June 9, 1998. FSI offered a
total of 100,000 shares at an offering price of $.50 per share, for an aggregate
of $50,000.00. On December 1, 1998, FSI closed on 100,000 shares for a total
gross proceeds of $50,000.00. Pursuant to Rule 419 of the Securities Act, net
proceeds of $45,000.00 together with all securities issued are being held in
escrow pending the consummation of an acquisition or merger. After the closing
of the merger, the business of FSI will be the business of PES. (See "BUSINESS -
PES"). The resources of PES will be comprised in part of the resources
available to FSI to fulfill the business purpose of marketing, managing and
acquiring human resource firms. PES believes the combined cash resources and
available credit of PES and FSI will be sufficient to run operations for one
year. $25,000 of the $45,000 currently held in escrow, and the positive cash
flow achieved by PES's two wholly owned operating subsidiaries, Renaissance and
Success, may be used for these purposes.

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<PAGE>

At June 30, 1999, FSI's current assets amounted to $55,503, while current
liabilities amounted to $7,250. In addition, FSI's general and administrative
expenses amounted to $1,015 for the period ended June 30, 1999.

In the event approval of the merger is not obtained from at least 80% of
the Rule 419 investors, then the shares deposited in the Rule 419 escrow will
not be released to the Rule 419 investors. Instead, the $45,000 net offering
proceeds in the Rule 419 escrow will be released to the Rule 419 investors in
proportion to their investment, at approximately $.45 per share. In the event
the escrowed funds exceed $45,000 at the consummation of the merger, the excess
funds shall be returned on a pro rata basis to those registered common
shareholders rejecting the reconfirmation offer. The Rule 419 investors paid
$.50 per share in FSI's initial public offering.

PLATINUM EXECUTIVE SEARCH, INC.

PES is a development stage company which serves as a holding company in
the human resource industry. PES was incorporated in the State of New York on
March 25, 1999 for the purpose of helping business executives search for and
find employment. PES's objective is to maximize shareholder value by embarking
upon a strategy to establish itself as a leader in the human resources industry.
PES has commenced such strategy by acquiring firms and hiring key
employees experienced in human resources and executive search. The following
presentation of management's discussion and analysis of PES's financial
condition should be read in conjunction with PES's financial statements and
notes thereto, as well as other financial information contained in this
prospectus. (See "BUSINESS PES")

Overview

PES achieved sales revenues immediately upon the acquisition of
existing human resource firms and the hiring of management and other key
personnel experienced in human resources. PES's two wholly owned
subsidiaries, Renaissance Leadership, Inc. and Strupp Investments LLC, are both
operating companies with positive cash flows. PES believes that revenues from
these two subsidiaries are sufficient to sustain existing operations, and that
it will not have to raise additional capital during the next 12 months. A key
element of PES's growth strategy is the acquisition of additional human resource
firms. PES anticipates that it will be able to acquire such firms through the
issuance of PES securities after the merger. It is possible, however, that
certain acquisition candidates may also require cash to be acquired. In such an
event, PES may require additional financing to fund such acquisitions. Such
financing may be in the form of either debt or equity. PES has not currently
identified a source of such financing. As of the date hereof, PES has not
committed to any acquisitions other than the two companies previously acquired,
Renaissance Leadership, Inc., and Strupp Investments LLC. PES has allocated
$25,000 of the proceeds currently held in escrow as a result of FSI's initial
public offering, to apply towards costs incurred by PES in its search for
additional acquisition candidates.

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On August 15, 1999, PES acquired Renaissance Leadership, Inc., a leadership
development and training firm. Founded in 1978, Renaissance has served over
35,000 managers and executives. Renaissance has over 200 corporate clients
including AT&T, American Express, Merill Lynch and Bell Atlantic. PES purchased
Renaissance for $1,500,000 broken down as follows: 75,000 shares of redeemable
common stock 300,000 shares of convertible preferred stock (eligible to be
converted into 250,000 shares of common stock), and 375,000 shares of common
stock.

On August 31, 1999, PES acquired Strupp Investments, L.L.C., a human resource
firm known as "Success." Success specializes in the placement of executive
assignments for senior management in various industries. The purchase of Success
was valued at $500,000, broken down as follows: 25,000 shares of redeemable
common stock, 100,000 shares of preferred stock (eligible to be converted into
208,833 shares of common stock), and 125,000 shares of common stock.

For purposes of acquisitions prior to the merger with FSI, PES is valuating
its common stock at $2.00 per share.

As of June 30, 1999, PES had an outstanding line of credit of
$500,000. PES repaid this line of credit in July 1999 with the proceeds of the
line of credit. In July 1999, PES entered into another line of credit with Fleet
Bank for $200,000. This line of credit was for ninety (90) days and expired on
October 14, 1999, but was extended for an additional 30 days. It is personally
guaranteed by James Strupp and John Mazzuto, officers and directors of PES. PES
expects to repay this debt through operating revenues generated by PES's two
wholly owned subsidiaries.

Renaissance Leadership, Inc.

Renaissance Leadership, Inc. is a human resource n executive search firm
specializing in leadership management located in Easton, Maryland.

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<PAGE>

Year ended December 31,1998 compared to year ended December 31, 1997.

Year ended
December 31

1998 1997
---- ----

Net sales and other
operating income $1,085,224 $1,092,023

Cost of goods sold $ 315,392 $ 357,908

Selling, general,
and administrative experience $ 796,790 $ 611,188

Net income (loss) $ (23,308) $ 125,612

Net sales for the year ended December 31, 1998 were $1,085,224 compared to
$1,092,023 in 1997, a decrease of $6,799 (.6%). Cost of goods sold decreased by
$42,516 (11.9%) from 1997 to 1998, and cost of goods sold as a percentage of net
sales decreased from 32.8% in 1997 to 29.1% in 1998 as a result of additional
expenses for outside consulting.

Selling, general and administrative expenses for the year ended December
31, 1998 were $796,790, and $611,188 for the year ended December 31, 1997, an
increase of $185,602. Selling, general and administrative expenses as a
percentage of net sales increased from 56% in 1997 to 73.4% in 1998. This
increase was attributed to increased compensation and related expenses.

Six months ended June 30, 1999.

For the six months period ended June 20, 1999, Renaissance had net sales
and other operating income of $459,593. Cost of goods sold was $111,615, and
selling general and administrative experiences were $335,673. For this six
months period, net income was $13,530.

Strupp Investments, LLC

Strupp Investments, LLC is a New Jersey corporation doing business as
"Success." Incorporated in July 1998, Success is in the business of recruiting
executive personnel. James J. Strupp, an officer, director and shareholder of
PES is a principal of Strupp.

For the year ended June 30,1999, Strupp had revenues of $289,628. General
and Administrative Expenses were $306,434. Strupp had a net loss of ($16,720)
for the year ended June 30, 1999.

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PES

Three Month Period Ended June 30, 1999

Three Month Period
Ended June 30, 1999
-------------------

Net Sales $ 0
Cost of Sales $ 0
General and Administrative Expenses $ 143,108
Net Income (loss) $ (143,250)

For the three month period ended June 30. 1999, PES had no sales revenues and
operating expenses of $143,108. At June 30, 1999, PES had total assets of
$502,931 consisting of $500,445 cash, and $2,486 in property and equipment, and
total liabilities of $593,181, consisting of $93,181 in accounts payable and a
$500,000 line of credit. PES had $143,108 of general and administrative expenses
consisting of marketing and other general office expenses. PES has entered into
an agreement with a commercial bank allowing for a $500,000 line credit. The
amount outstanding on the line of credit at June 30, 1999 was $500,000.

BUSINESS

FIRST SUNRISE, INC.

General

FSI was organized under the laws of the State of Delaware on April 28,
1997. Since inception, the primary activity of FSI has been directed to
organizational efforts, and obtaining initial financing and conducting its
initial public offering pursuant to which FSI offered and sold 100,000 shares of
common stock at $.50 per share. Pursuant to Rule 419, the proceeds of FSI's
initial public offering ($50,000) less 10% ($5,000) have been placed in
escrow pending consummation of a merger or acquisition. In the event no merger
or acquisition is consummated within eighteen (18) months from the effective
date of FSI's initial public offering (December 9, 1999), FSI shall return
investors' money, on a pro rata basis.

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<PAGE>

Management anticipates that it may be able to effect only one potential
business combination, due primarily to FSI's limited financing.

PLATINUM EXECUTIVE SEARCH, INC.

General

PES was incorporated pursuant to the laws of the State of New York on March
25, 1999.

PES was founded to enter the human resource industry through the
acquisition of existing firms, and hiring employees with experience in this
industry. PES has acquired two such firms: Renaissance Leadership, a leadership
development firm specializing in the financial services industry, with annual
sales of over $1,000,000, acquired August 15, 1999; and Strupp Investments,
L.L.P., (known as "Success"), a firm specializing in executive search, acquired
August 30, 1999. James J. Strupp, an officer of PES, is director and shareholder
of PES, is a principal of Success. Additionally, as of August 30, 1999, PES has
entered into employment agreements with three individuals, each of whom brings
with him/her years of experience in executive search and an established client
base.

HUMAN RESOURCE SEARCH INDUSTRY

Overview

Although PES is involved with different segments of human resources, it
expects that executive search will comprise a large portion of its business.
According to Kennedy Information, worldwide executive search industry revenue
grew at a 20% compound annual growth rate, from approximately $3.5 billion in
1993 to $7.3 billion in 1997. The executive search industry is separated into
two distinct markets: retained search firms and contingency search firms.

Retained search firms generally concentrate on searches for positions with
annual compensation of $150,000 or more for large public and private
corporations, government agencies, educational organizations and high growth
start-up companies. Retained search firms also have the capability to provide
their clients with local and international knowledge of the managerial market
within their client's industry, as well as a sophisticated network of relevant
industry contacts. Retained search firms typically charge a fee for their
services equal to approximately one-third of the annual cash compensation for
the position being filled and bill for their services in three installments
irrespective of whether a position has been filled.

Contingency search firms generally concentrate on searches for positions with
annual compensation of $150,000 or less. These firms are most commonly hired to
fill middle and lower management positions of small to medium-sized companies.
Unlike retained search firms, contingency search firms are compensated only when
a position is filled. Accordingly, revenues generated by a contingency search
firm typically are more volatile than revenues generated by a retained search
firm. For this reason, contingency search firms often cannot invest as many
resources as retained search firms in a search assignment. Contingency search
firms typically charge a fee for their services equal to approximately one-third
of annual cash compensation for the position being filled.

-22-
<PAGE>

The executive search industry is highly fragmented, consisting of approximately
4,000 retained and contingency search firms in 1997. According to Kennedy
Information, the ten largest retained search firms accounted for only 11% of the
global search industry in 1997. In 1997, more than 80% of retained search firms
and approximately 90% of contingency search firms generated less than $2 million
each in annual revenues.

INDUSTRY TRENDS

PES believes that a number of favorable trends will contribute to the continued
growth of the human resource industry in general, and the executive search
industry in particular, including: (i) the globalization of business; (ii) the
demand for managers with broader skills; (iii) the increasing outsourcing of
recruitment functions; and (iv) the use of advanced technology to accelerate the
identification and assessment of candidates. PES believes that within the next
six months, it will be well positioned relative to these key industry trends.

Globalization of Business. As the world markets continue to integrate into one
global economy, more companies are required to supplement internal talent with
experienced senior executives who can operate effectively in a global economy.
The rapidly changing and competitive environment increasingly challenges
multinational and local companies to identify qualified executives with the
right combination of skills, experience and cultural compatibility. This
globalization of business, including the expansion in new markets, has led
companies to look beyond their particular region for management talent and to
identify local executives in the regions where they are doing business.

Demand for Managers with Broader Qualifications. According to a recent global
study conducted by Korn Ferry International, Developing Leadership for the 21st
Century, companies are seeking broader qualifications for executive positions.
In many instances, these candidates cannot be found within a client's
organization despite training, rotation programs and succession planning. Thus,
PES expects that the executive search business will continue to grow as
companies increasingly turn to executive search firms to identify qualified
executives.

Increasing Outsourcing of Recruitment Functions. Recent economic factors are
requiring companies to focus on core competencies and to out source recruitment
functions to providers who can efficiently provide high quality recruitment
services. Moreover, the trend towards globalization and the current shortage of
qualified management-level candidates have made identifying and recruiting
exceptional candidates more difficult. Companies are increasingly relying on
experienced global executive search firms to address their management
recruitment needs. By hiring executive search firms, companies can expect to:
(i) access a diverse and highly qualified field of candidates on an as-needed
basis; (ii) reduce the costs required to maintain and train a recruiting
department in a rapidly changing industry; (iii) benefit from the most updated
information on the industry and specific geographic markets; (iv) access leading
search technology and software; and (v) maintain management focus on strategic
business issues.

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<PAGE>

Use of Advanced Technology. Technology is having an increasing impact on the
search industry. Global systems and the ability to create comprehensive
worldwide databases are fundamentally changing the search process and moving the
emphasis of the search business from candidate identification to candidate
assessment and placement. In addition, the Internet is creating efficient ways
to identify and recruit from the broad middle-management market, with Internet
technology expected to have applicability to senior-level searches in the near
future. At the same time, new barriers to entry into the executive search
industry critical to serve client's needs globally.

In response to these industry trends, PES has begun to acquire firms
and individuals to enable PES to assist it in becoming a leader in the human
resources industry. PES believes that through its acquisitions of firms focusing
on various segments in the human resources industry, it will be able to draw on
individuals' expertise in specific regions, industries and functions. PES is
focusing on additional acquisitions in the following industry segments:
executive coaching and counseling; temporary services; training and organization
development; information technology and executive search. Current employees of
PES have experience in advanced technology, health care, pharmaceutical,
entertainment, fashion/retail, and professional services. Some of PES's
employees have years of experience in searches for functional positions such as
members of boards of directors, chief executive officers, chief financial
officers and chief information officers.

PES believes that the experience of its key personnel will allow it to benefit
from growth in outsourcing of recruitment functions. PES seeks not only to
provide middle and senior level management employees to corporations, but to
become a provider of recruitment services for all levels of management.

PES intends to develop a strong technology infrastructure to assist it in
searching for and placing executives in the many industry segments it hopes to
service.

PES may hire consultants in the future. PES will hire consultants based on
their competence and experience in the area in which they are retained to
consult.

The proceeds of FSI's initial public offering, currently held in escrow,
will not be used to make loans to officers, directors or affiliates. Neither PES
nor FSI will pay its officers, directors, promoters or their affiliates or
associates any finders fees or other compensation except as described in
executed employment agreements.

GROWTH STRATEGY

Currently, PES is seeking to expand primarily through the pursuit of strategic
acquisition.

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<PAGE>

PES will continue to make selected acquisitions that support its growth
strategy, and develop and enhance its presence in key markets. While PES intends
to continue to acquire businesses in various segments of the human
resource industry, it is aware that one of the largest components of such
industry is executive search. According to Kennedy Information, the executive
search industry is highly fragmented and consists of approximately 4,000 firms,
the ten largest of which accounted for only 11% of the global executive search
industry revenues in 1997. By focusing on smaller firms ($5,000,000 in annual
sales revenues and less), PES expects to be able to create a niche in the
industry. Since its formation, PES has been evaluating opportunities to expand
its business through acquisitions, and engaging in discussions with potential
targets, as well as with individuals with experience in various segments of the
human resource industry. Since its incorporation PES has made two acquisitions
and hired three key employees. The company views strategic acquisitions as the
key component of its long term growth strategy and intends to seek to accelerate
its pace of acquisitions to the extent appropriate opportunities become
available.

Industry Segment/Functional Specialization

PES has hired and intends to hire key personnel specializing in various industry
segments. Such personnel will be equipped with the knowledge and contacts each
has built during his/her career in such industries and markets. PES counts
on such personnel to bring an in-depth understanding of the market conditions
and strategic and management issues faced by clients within a specific industry.
PES intends to continue expansion of its industry segment specialization through
additional strategic hiring and selected acquisitions.

Further, PES has hired and intends to hire employees with experience in placing
executives in certain functions, such as boards of directors, chief executive
officers and other senior executive and financial officers.

Competition

PES is a start up company in the human resource industry, an industry dominated
by several large international firms such as Korn/Ferry International, Heidrick
& Struggles International, Inc., Spencer Stuart & Associates, Russel Reynnolds
Associates and Egon Zehnder International. PES competes primarily with
smaller and mid size executive search firms, as well with firms that specialize
in specific regional, industry or functional searches.

The executive search industry is comprised of approximately 4,000 retained and
contingency search firms. According to Kennedy Information, the top ten search
firms represent only 11% of the industry. To date there have been few barriers
to entry in the executive search business, which explains in part the highly
fragmented nature of the industry. However, the globalization of world
economies, combined with the increased availability and application of
sophisticated technologies and comprehensive databases, will likely raise the
barriers to entry. PES believes that the industry will experience consolidation.
New competitors, such as technology-oriented companies, will be drawn to the
executive search business by the growing worldwide demand for qualified
management employees, the fragmentation of the industry and the ability to
leverage their existing technology and databases to enter the market.

-25-
<PAGE>

Facilities

PES leases space at 342 Madison Avenue, New York, New York from one
of its wholly owned subsidiaries, Strupp Investments, LLC, on a month to month
basis. There is no written lease agreement. (See "Certain transactions.")
PES believes that these premises will be adequate for its current needs and for
its first two years of operation.

Legal Proceedings

PES is not a party to any legal proceedings which it believes could materially
effect its business

Intellectual Property

Other than its trade name and the trade names of Renaissance and Success, PES
does not possess any intellectual property.

Employees

PES currently has three full time employees. PES's employees do not belong
to any unions. Management of PES enjoys good working relationships with its
employees.

Year 2000

PES's current computer system has been updated to comply with any issues
relating to the upcoming change in the century. PES does not anticipate
incurring significant expense with regard to Year 2000 issues.

MANAGEMENT

Directors and Executive Officers

Set forth below is certain information regarding the directors and
executive officers of FSI and PES. The officers and directors of FSI are
expected to resign upon consummation of the merger.

FSI

Set forth below is information regarding the officers and directors of the
FSI.

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<PAGE>

Name Age Position with FSI
- ---- --- -----------------

Eng Chye Low (1) 61 President, Director
200 East 89th Street
New York, New York 10128

Steven Wainick (1) 41 Secretary, Director
64 Tamarack Street
Islip, New York 11751

Rene Kunz 38 Director
Hochwachtrsrasse 31
8400 Winterthur
Switzerland
- --------------------

(1) May be deemed "Promoters" of the FSI, as that term is defined under the
Securities Act of 1933.

BIOGRAPHY

Eng Chye Low, President and a director of the Company, has been president of
Seacom, Inc., a New York based real estate management company, since 1980.
Mr. Low is a graduate of the University of Malaya. He has been president and
a director of the Company since May 1997. Mr. Low is the former president of
Jackson Holding Corp., a blank check company which merged with China energy
Resources Corporation in June 1996. (See "Other Blank Check Companies.")

Steven Wainick, Vice President, Secretary and a director of the Company, was
Vice- President of Metro Tag and Label company, a manufacturer of tags and
labels, from 1978 to 1994. Since 1994, Mr. Wainick has been President of
Metro Tag and Label Company. He attended Nassau Community College and
University of Miami. He has been secretary and a director of the Company
since May 1997. Mr. Wainick is the former vice president of Mandi of Essex,
Ltd., a blank check company which merged with CityScape Financial Corp. On
April 27, 1994. (See "Other Blank Check Offering.")

Rene Kunz, director of the Company, has been assistant vice president of
Winterthur Insurance, Located in Winterthur, Switzerland, since 1991. He has
been a director of the Company since May 1997.

PES

Set forth below is information regarding the officers and directors of PES:

Name Age Position with the Company
- ---- --- -------------------------

James J. Strupp 56 Chief Executive Officer
Chairman of the Board

John D. Mazzuto 50 President, Chief Financial Officer
Director

Robert J. Casper 55 Director

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<PAGE>

Biography

James J. Strupp has been Chief Executive Officer and Chairman of the Board since
March 1999. From 1984 to 1987, and 1991 to the present, Mr. Strupp has been
senior vice president-human resources of International Specialty Products, Inc.,
a GAF corporate affiliate, where he was responsible for the total human
resources of the $750 million specialty chemical company. He served as executive
vice president and partner of Bastion Industries/LendLease Trucks, Inc. from
1987 to 1991, and Vice President - Human Resources USA of Estee Lauder Corp.
from 1981 to 1984. He has served in executive capacities for Seatrain Lines,
Inc., Hertz Corporation, Mobil, and Chrysler Corporation. Mr. Strupp co-founded
the Dr. Martin Luther King Education Center in Kankakee, Illinois. He is a
graduate of Marquette University.

John D. Mazzuto has been President, Chief Financial Officer and a director of
PES since March 1999. Since 1991, Mr. Mazzuto has served as a consultant for
various companies, such as Texfi Industries, Inc., Weldotron Corporation,

<PAGE>

CPT Holdings, Inc., and EVTC Inc. He has specialized in consulting troubled
companies, assisting them in financial analysis and debt restructuring. From
1989 to 1991, he worked for Asian Oceanic Group, first as head of New York
Corporation finance, then as President of the New York subsidiary and Group
Managing Director of the parent. Mr. Mazzuto was employed by Chemical Bank from
1971 to 1989 in various capacities, including managing director of corporate
finance, manager of business units and vice president. He is a graduate of Yale
University.

Robert J. Casper has been a director of PES since August 1999. Since 1994, Mr.
Casper has been President and Chief Executive Officer of R.J. Casper &
Associates, a sole proprietorship which has investments in a variety of
privately held companies. From 1988 to 1994, worked for US Life
Corporation, an insurance holding company, serving as President and Chief
Operating Officer from 1993 to 1994 where he coordinated, directed and executed
all hands-on managerial, administrative and marketing functions to ensure
efficient and profitable operations. US Life Corporation is a publicly held
corporation. He has served on the boards of directors of US Life Corporation,
All American Life, Old Line Life, United States Credit Life and United States
Equity Sales. Mr. Casper is a graduate of the University of Wisconsin and The
Wharton School of Business.

Executive Compensation

FSI
FSI has not compensated any officers, directors or employees to
date. FSI will not issue additional securities until after the merger with
PES is consummated.

PES

The following summary compensation table sets forth compensation
information for services performed during the fiscal year to end December 31,
1999 by PES's executive officers.

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<PAGE>

SUMMARY COMPENSATION TABLE

Name and Principal Fiscal Annual
Position Year Compensation(1)(2)
- ------------------ ------ ------------------

James J. Strupp 1999 $150,000

John Mazzuto 1999 $120,000

- -----------------
(1) Includes salary and bonus.
(2) These amounts represent salary for six months of 1999.

PES has entered into employment agreements with both James J. Strupp and John
D. Mazzuto.

Pursuant to PES's five year employment agreement with Mr. Strupp, Mr. Strupp
shall receive an annual salary of $300,000, with an annual increase of $15,000
plus an amount equal to the increase in the Consumer Price Index as published by
the U.S. Government multiplied by the then existing salary every year commencing
January 1, 2000. Based on performance, Mr. Strupp is eligible for
an annual bonus of $75,000 for fiscal year 1999, and an annual bonus for each
fiscal year end of an amount not less than seven percent (7%) of the pre-tax
income of PES. Mr. Strupp shall be entitled to a transaction bonus for each
acquisition in the amount of $100,000, payable at each closing in stock or cash,
at his option. With each new executed letter of intent between PES and an
acquisition target, Mr. Strupp will be eligible for 100,000 options to purchase
100,000 shares of PES common stock. The stock options will be prices as of the
date of the completion of the acquisition by PES of the target company, are
fully vested on their date of issuance and may be exercised for ten years. Mr.
Strupp shall also receive a company car, car phone and portable phone.

Pursuant to PES's five year employment agreement with Mr. Mazzuto, Mr. Mazzuto
shall receive an annual salary of $240,000, with an annual increase of $10,000
plus an amount equal to the increase in the Consumer Price Index as published by
the U.S. Government multiplied by the then existing salary every year commencing
January 1, 2000. Based on performance, Mr. Mazzuto is eligible for an annual
bonus of $55,000 for fiscal year 1999, and an annual bonus for each fiscal year
end of an amount not less than four percent (4%) of the pre-tax income of PES.
Mr. Mazzuto shall be entitled to a transaction bonus for each acquisition in the
amount of $60,000, payable at each closing in stock or cash, at his option. With
each new executed letter of intent between PES and an acquisition target, Mr.
Mazzuto will be eligible for 70,000 options to purchase 70,000 shares of PES
common stock. The stock options will be priced as of the date of the completion
of the acquisition by PES of the target company, are fully vested on their date
of issuance and may be exercised for ten years. Mr. Mazzuto shall also receive a
car phone and portable phone.

-29-
<PAGE>

1999 Stock Option Plan

The PES 1999 Stock Option Plan provides for the granting of incentive stock
options, non-qualified stock options and stock appreciation rights. It is
administered by PES's Board of Directors. Directors, officers and other
executive, managerial, and other employees of PES or its subsidiaries will be
eligible to participate under this plan with respect to incentive stock options,
non-qualified stock options and SARs, and all independent contractors rendering
services to PES or its subsidiaries are eligible to participate under the plan
with respect to non-qualified stock only, but no director of PES or its
subsidiaries is eligible to receive an incentive stock option or SAR appurtenant
thereto unless he/she is also aan employee of PES or a subsidiary of PES in a
class eligible to receive incentive stock options. The aggregate number os
shares of PES common stock which may be issued or delivered upon exercise of all
incentive stock options and non-qualified stock options granted under this plan
can not exceed 5,000,000 shares. Option prices for incentive stock options shall
not be less than 100% and for non-qualified stock options not less than 85% of
the fair market value of such shares on the date on which the option was
granted.

As of the date of this prospectus, there are 325,000 options outstanding.

DESCRIPTION OF SECURITIES

FSI

Common Stock

FSI is authorized to issue twenty million (20,000,000) shares of common
stock, $.001 par value per share, of which 700,000 shares were issued
and outstanding as of the date of this prospectus. 600,000 shares were issued to
eight (8) shareholders in 1997. FSI relied on an exemption pursuant to Section
4(2) of the Securities Act of 1933, when issuing these shares. The 700,000
shares includes the 100,000 shares of registered common stock subject to the
reconfirmation offering. Each outstanding share of common stock of FSI is
entitled to one vote, either in person or by proxy, on all matters that may be
voted upon by the owners thereof at meetings of the stockholders.

The holders of FSI common stock (i) have equal ratable rights to dividends
from funds legally available therefor, when, as and if declared by the Board of
Directors of FSI; (ii) are entitled to share ratably in all of the assets of FSI
available for distribution to holders of common stock upon liquidation,
dissolution or winding up of the affairs of FSI; (iii) do not have preemptive,
subscription or conversion rights, or redemption or sinking fund provisions
applicable thereto; and (iv) are entitled to one on-cumulative vote per share on
all matters on which stockholders may vote at all meetings of stockholders.

-30-
<PAGE>

All shares of registered common stock which are the subject of this
reconfirmation offering, when issued, will be fully paid for and non-assessable,
with no personal liability attaching to the ownership thereof. The holders of
shares of common stock of FSI do not have cumulative voting rights, which means
that the holders of more than 50% of such outstanding shares voting for the
election of directors can elect all of the directors of FSI if they so choose
and, in such event, the holders of the remaining shares will not be able to
elect any of FSI's directors. At the completion of the reconfirmation offering,
the present officers and directors and present shareholders of FSI and their
designees, will beneficially own 6% of the then outstanding shares, with the
former PES shareholders in possession of 94% of FSI's stock. (See "MERGER-Terms
and Conditions of Merger" and "Certain Transactions").

Reports to Stockholders

FSI intends to continue to furnish its stockholders with annual reports
containing audited financial statements as soon as practicable at the end of
each fiscal year. FSI's fiscal year ends on December 31.

Non-Cumulative Voting

The holders of shares of FSI Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so chose. In such event, the holders of the remaining shares
will not be able to elect any of FSI's directors. FSI's current shareholders,
including those FSI shareholders who are also shareholders of PES, will own 6%
of the common shares outstanding after the merger. (See "Certain Transactions.")

Dividends

FSI was only recently organized, has no earnings, and has paid no dividends
to date. Since FSI was formed as a blank check company with its only intended
business being the search for an appropriate business combination, FSI does not
anticipate having any earnings until such time that a business combination is
reconfirmed by the stockholders. However, there are no assurances that upon the
consummation of a business combination, FSI will have earnings or issue
dividends. Therefore, it is not expected that cash dividends will be paid to
stockholders until after a business combination is reconfirmed.
Transfer Agent

FSI has appointed Oxford Transfer Co., 115 North Maryland Avenue, Suite
130, Glendale, California as the Transfer Agent for FSI.

-31-
<PAGE>

PES

Common Stock

PES is authorized to issue 10,000,000 shares of common stock, $.01 par
value, of which 5,555,475 shares were issued and outstanding as of the date of
this prospectus. Each outstanding share of common stock of PES is
entitled to one vote, either in person or by proxy, on all matters that may be
voted upon by the owners thereof at meetings of the stockholders.

The holders of shares of PES do not have cumulative voting rights, which
means that the holders of more than 50% of such outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if they
so chose. In such event, the holders of the remaining shares will not be able to
elect any of PES's directors. PES's current shareholders will own 94% of the
common shares outstanding after the merger.

Preferred Stock

PES is authorized to issue 10,000,000 shares of preferred stock, $.01 par
value. Of the authorized preferred stock, 5,000,000 shares are designated as
Series A Convertible Preferred Stock, par value $.01. Holders of Series A
Preferred Stock are entitled to receive when, as and if declared by the Board of
Directors, annual dividends payable in cash, out of funds legally available for
such purpose, or at the option of PES, in kind, at the rate of 6% per share per
annum, and this amount shall be non-cumulative. If PES elects to pay in kind,
such dividends shall be paid in additional duly authorized fully paid and
non-assessable shares of Series A Preferred Stock. Dividends on the Series A
Preferred Stock shall be paid in preference to dividends paid on the common
stock.

The holders of Series A Preferred Stock shall not be entitled to any voting
rights, except for action which alters the rights, preferences or privileges of
the Series A Preferred Stock materially or increases the authorized number of
shares of common stock. Holders of Series A Preferred Stock have the right to
convert the Series A Preferred Stock into shares of common stock pursuant to
certain provisions.

There are currently 740,000 shares of preferred stock outstanding.

Dividends

PES has paid no dividends to date.

Transfer Agent

PES intends to appoint American Stock Transfer as its Transfer Agent after the
merger.

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<PAGE>

PRINCIPAL SHAREHOLDERS

FSI

The following table sets forth certain information regarding the beneficial
ownership of the FSI's common stock as of the date of this Prospectus by (i)
each person known to FSI to beneficially own 5% or more of FSI's Common Stock,
(ii) each director of FSI and (iii) all directors and executive officers of FSI
as a group. All information with respect to beneficial ownership has been
furnished to FSI by the respective director, executive officer or 5%
shareholder, as the case may be.

Amount and Nature of Amount and Nature of
Beneficial Ownership Beneficial Ownership
Prior to the Merger(1) After the Merger (2)
---------------------- --------------------

Number Percent Number Percent
------ ------- ------ -------

Saul Gelernter (5) 100,000 14.29% 36,343.83 .523%
76-23 168th Street
Flushing, NY 11366

Steven Wainick (1) (4) (5) 100,000 14.29% 36,343.83 .523%
64 Tamarack Street
Islip, NY 11571

Sanford Lurie (5) 100,000 14.29% 36,343.83 .523%
201 West 89th Street
New York, NY 10024

Rene Kunz (1) (4) (5) 100,000 14.29% 36,343.83 .523%
Hochwachtrsrasse 31
8400 Winterthur
Switzerland

Gary L. Heller (5) 50,000 7.14% 18,171.915 .263%
7641 66TH Street
Penellas Park, FL 33781

Victor Weinstein,
L.L.P. 50,000 (3) (5) 50,000 7.14% 18,171.915 .263%
280 Carol Close
Tarrytown, NY 10591

Schonfeld &Weinstein,
L.L.P. 50,000 (3) (5) 50,000 7.14% 18,171.915 .263%
63 Wall Street, Ste.1801
New York, NY 10005

Eng Chye Low (1) (4) (5) 50,000 7.14% 18,171.915 .263%
200 East 89th Street
New York, NY 10128

Total Officers
and Directors
(3 Persons) 250,000 35.71% 90,859.575 1.315%

Total 600,000 85.71% 218,062.98 3.155%

-33-
<PAGE>

(1) May be deemed "Promoters" of the Company, as that term is defined under
the Securities Act of 1933.

(2) Mr. Weinstein is the father of Andrea I. Weinstein of Schonfeld &
Weinstein, L.L.P., special counsel to FSI.

(3) Mr. Schonfeld and Ms. Weinstein are the principals of Schonfeld &
Weinstein, L.L.P., special counsel to FSI. Ms. Weinstein's father,
Vic Weinstein, is a shareholder of the FSI.

(4) Mr. Low is President and a director of FSI. Mr. Wainick is Treasurer,
Secretary and a director of FSI. Mr. Kunz is a director of FSI.

(5) Beneficial owner has sole voting power and sole investment power as to
shares owned in FSI.

(1) Based on 6,911,853 shares to be outstanding after the merger; after the
stock splits and conversion of preferred stock.

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<PAGE>

PES

The following table sets forth certain information regarding the beneficial
ownership of the PES's Common Stock as of the date of this Prospectus by (i)
each person known to PES to beneficially own 5% or more of PES's Common Stock,
(ii) each director of PES and (iii) all directors and executive officers of PES
as a group. All information with respect to beneficial ownership has been
furnished to PES by the respective director, executive officer or 5%
shareholder, as the case may be.

Amount and Nature of Amount and Nature of
Beneficial Ownership Beneficial Ownership
Prior to the Merger After the Merger 1(2)
------------------- ---------------------

Number Percent Number Percent
------ ------- ------ -------

Name/Address
Beneficial
Owner
James J. Strupp
63 Ashland Road
Summit, NJ 07901 2,170,000 39.1% 2,170,000 31.40%

John D. Mazzuto
54 First Neck Lane
Southampton, NY 11968 2,170,000 39.1% 2,170,000 31.40%

Robert Casper 25,000(3) .45% 25,000(3) .36%
407 Pine Street
Red Bank, NJ 07701

Total Officers
and Directors(3 Persons) 4,365,000 78.57% 4,365,000 63.15%

(1) Based on 6,911,853 shares to be outstanding after the merger, after the
stock splits and conversion of preferred stock.

(2) The 5,555,475 post-stock split shares of FSI and 740,000 shares of
preferred stock (each share of preferred stock convertible into .83333 shares of
common stock)to be issued upon consummation of the Merger shall be distributed
to current PES shareholders on a pro-rata basis.

(3)Includes 15,000 options to purchase 15,000 shares of common stock.

CERTAIN TRANSACTIONS

FSI was incorporated in Delaware on April 28, 1997. Between April 18,
1997 and August 15, 1997 FSI issued 600,000 shares of common stock to eight (8)
persons, all of whom were sophisticated investors. These investors were
afforded access to FSI's corporate books and financial statements and had an
opportunity to meet with management and discuss concerns. FSI relied upon
Section 4(2) of the Securities Act when issuing these securities. On June
9, 1998, FSI's initial public offering was declared effective by the Securities
and Exchange Commission. Pursuant to this offering, 100,000 shares of common
stock were offered at $.50 per share on a "best efforts, all or nothing basis."
As a result of the public offering, $50,000.00 was raised. This offering closed
on December 1, 1998.

PES leases office space from one of its subsidiaries, Strupp
Investments, LLC, on a month to month basis. There is no written lease
agreement.

PES has a $200,000 line of credit outstanding which has been personally
guaranteed by James Strupp and John Mazzuto, officers and directors of PES.
This line of credit expired on October 14, 1999, and was extended for an
additional 30 days.

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<PAGE>

LEGAL MATTERS

An opinion as to the validity of the securities offered hereby has
been passed upon for FSI by Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite
1801, New York, New York, counsel to FSI. Schonfeld & Weinstein, L.L.P. is a
shareholder of FSI. No proceeds of FSI's initial public offering were paid to
Schonfeld & Weinstein, L.L.P.

EXPERTS

The balance sheet of FSI as of December 31, 1997, and the related statements of
operations, changes in stockholders' deficit and cash flows for the initial
period from April 28, 1997 (date of incorporation) December 31, 1997 included in
this Prospectus and incorporated by reference in the registration statement,
have been audited by The B & B Group, LLC, independent auditors.

The balance sheet of FSI as of December 31, 1998, and the related statements of
operations, changes in stockholders' deficit and cash flows for the period from
January 1, 1998 through December 31, 1998 included in this Prospectus and
incorporated by reference in the registration statement, have been audited by
Ahearn, Jasco + Company, P.A., independent auditors, as stated in their report
appearing in this prospectus and incorporated by reference in the registration
statement, and are included and incorporated by reference in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

The balance sheet of PES as of June 30, 1998, and the related statements of
operations, changes in stockholders' deficit and cash flows for the period from
March 25, 1999 (date of inception) through June 30, 1999 included in this
Prospectus and incorporated by reference in the registration statement, have
been audited by Ahearn, Jasco + Company, P.A., independent auditors, as stated
in their report appearing in this prospectus and incorporated by reference in
the registration statement, and are included and incorporated by reference in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

The balance sheet of Strupp Investments, LLC as of June 30, 1999, and the
related statements of operations, changes in stockholders' deficit and cash
flows for the period from July 1, 1999 through June 30, 1999 included in this
Prospectus and incorporated by reference in the registration statement, have
been audited by Christina Stylianou., independent auditor, as stated in her
report appearing in this prospectus and incorporated by reference in the
registration statement, and are included and incorporated by reference in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

-36-
<PAGE>

The balance sheet of Renaissance Leadership, Inc. as of December 31, 1998 and
December 31, 1997, and the related statements of operations, changes in
stockholders' deficit and cash flows for the period from January 1, 1998 through
December 31, 1998, and January 1, 1997 through December 31, 1997 included in
this Prospectus and incorporated by reference in the registration statement,
have been audited by J. Michael Connolly, independent auditor, as stated in his
report appearing in this prospectus and incorporated by reference in the
registration statement, and are included and incorporated by reference in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

LITIGATION

FSI knows of no litigation pending, threatened or contemplated, or
unsatisfied judgements against it, or any proceedings in which it is a party.
FSI knows of no legal actions pending or threatened or judgements entered
against FSI's officer and directors in their capacity as such.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Articles of Incorporation of FSI provide indemnification of directors
and officers and other corporate agents to the fullest extent permitted pursuant
to the laws of Delaware. The Articles of Incorporation also limit the personal
liability of FSI's directors to the fullest extent permitted by the Delaware
Law. The Delaware General Corporations Law contains provisions entitling
directors and officers of FSI to indemnification from judgments, fines amounts
paid in settlement and reasonable expenses, including attorney's fees, as the
result of an action or proceeding in which they may be involved by reason of
being or having been a director or officer of FSI, provided said officers or
directors acted in good faith.

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

-37-
<PAGE>

FURTHER INFORMATION

FSI has filed with the Commission in Washington, D.C., a Registration
Statement under the Securities Act with respect to the Common Stock offered by
this prospectus. This prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to FSI and this offering, reference is made to the
Registration Statement, including the exhibits filed therewith, copies of which
may be obtained at prescribed rates from the Commission at the public reference
facilities maintained by the Commission or at the Commission's web site:
www.sec.gov. Descriptions contained in this Prospectus as to the contents of any
contract or other document filed as an exhibit to the Registration Statement are
not necessarily complete and each such description is qualified by reference to
such contract or document.

-38-
<PAGE>

FIRST SUNRISE, INC.
(A development stage company)

INDEX TO FINANCIAL STATEMENTS

Page
----

REPORT OF INDEPENDENT AUDITORS F-2

FINANCIAL STATEMENTS

Balance Sheets F-3

Statements of Operations F-4

Statement of Changes in Stockholders' Equity F-5

Statements of Cash Flows F-6

NOTES TO FINANCIAL STATEMENTS F-7 through F-9

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of
First Sunrise, Inc.

We have audited the accompanying balance sheet of First Sunrise, Inc. (the
"Company"), a development stage company, as of December 31, 1998, and the
related statements of operations, changes in stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

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

/s/ Ahearn Jasco + Company, P.A.
AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
August 25, 1999

F-2
<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998

6/30/99 12/31/98
------- --------
(Unaudited)
ASSETS

CURRENT ASSET - Cash and cash equivalents $5,503 $5,668

RESTRICTED CASH 50,000 50,000

TOTAL $55,503 $55,668

LIABILITIES AND STOCKHOLDERS' EQUITY

ACCOUNTS PAYABLE $8,100 $7,250

STOCKHOLDERS' EQUITY:

Common stock, $.001 par value; 20,000,000
shares authorized; 700,000 shares issued and
outstanding at June 30, 1999; 700,000 issued
and outstanding at December 31, 1998 700 700
Additional paid-in capital 54,300 54,300
Deficit accumulated during
the development stage (7,597) (6,582)

STOCKHOLDERS' EQUITY, NET 47,403 48,418

TOTAL $55,503 $55,668

See notes to financial statements.
F-3

<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND THE YEAR ENDED DECEMBER 31, 1998

6/30/99 12/31/98
------- --------
(Unaudited)

REVENUE $- $-

GENERAL AND ADMINISTRATIVE EXPENSES 1,015 4,832

LOSS BEFORE INCOME TAX PROVISION (1,015) (4,832)

PROVISION FOR INCOME TAXES - -

NET LOSS $(1,015) $(4,832)

PER SHARE AMOUNTS (Basic and diluted):
Net loss per common share outstanding $(0.0015) $(0.0081)

COMMON SHARES OUTSTANDING AT
JUNE 30, 1999 AND DECEMBER 31, 1998 700,000 600,000

See notes to financial statements.

F-4

<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND THE YEAR ENDED DECEMBER 31, 1998

Deficit
Accumulated
Additional during the
Common Paid-in Development
Stock Capital Stage Total
----- ------- ----- -----

STOCKHOLDERS' EQUITY,
December 31, 1997 $600 $26,400 $(1,750) $25,250

Sale of 100,000 shares of stock,
net of deferred offering
costs of $22,000 100 27,900 - 28,000

Net loss for the year ended
December 31, 1998 - - (4,832) (4,832)

STOCKHOLDERS' EQUITY,
December 31, 1998 700 54,300 (6,582) 48,418

Net loss for the six months
ended June 30, 1999
(unaudited) - - (1,015) (1,015)

STOCKHOLDERS' EQUITY, June 30,
1999 (unaudited) $700 $54,300 $(7,597) $47,403

See notes to financial statements.

F-5

<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND THE YEAR ENDED DECEMBER 31, 1998

6/30/99 12/31/98
------- --------
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,015) $(4,832)
Item not affecting cash flow from operations:
Accounts payable 850 3,000

NET CASH USED IN OPERATING ACTIVITIES (165) (1,832)

CASH FLOWS FROM INVESTING ACTIVITY:
Increase in restricted cash - (50,000)

CASH FLOWS FROM FINANCING ACTIVITY:
Sales of common stock - 50,000

NET DECREASE IN CASH AND CASH EQUIVALENTS (165) (1,832)

CASH AND CASH EQUIVALENTS, beginning of period 5,668 7,500

CASH AND CASH EQUIVALENTS, end of period $5,503 $5,668

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $- $-
Cash paid for income taxes $- $-

See notes to financial statements.

F-6

<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 1998

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

First Sunrise, Inc. (the "Company"), a development stage company, was
organized on April 28, 1997 as a "blank check" company, under Rule 419 of the
Securities Act of 1933, which plans to look for a suitable business to merge
with or acquire. Operations since incorporation have consisted primarily of
obtaining the first capital contribution by the insiders, coordinating
activities regarding the SEC registration of the company, and selling stock
pursuant to Rule 419.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Deferred Offering Costs
Deferred offering costs, which were incurred in anticipation of the Company
completing a Rule 419 registration statement, were deferred until the
registration was completed in December 1998.

Income Taxes
The Company accounts for income taxes in accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that have
been included in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount that is more
likely than not to be realized. The tax provision shown on the accompanying
statement of operations is zero since the deferred tax asset generated from the
net operating loss is offset in its entirety by a valuation allowance.

Cash and Cash Equivalents
Cash and cash equivalents, if any, include all highly liquid debt
instruments with an original maturity of three months or less at the date of
purchase.

Fair Value of Financial Instruments
Cash, accounts payable and other current liabilities are recorded in the
financial statements at cost, which approximates fair market value because of
the short-term maturity of those instruments.

F-7
<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 1998

NOTE 3 - STOCKHOLDER'S EQUITY

The Company was duly organized under the laws of the State of Delaware. The
Company has authorized 20,000,000 shares of common stock at $.001 par value.
Through December 31, 1997, the Company had raised $27,000 through a subscription
agreement.

During the period which ended in December 1998, the Company completed its
public offering of common stock. The Company sold 100,000 shares at $0.50 per
share, raising $50,000 of funds which are restricted under Rule 419 (see Note
4).

NOTE 4 - RULE 419 REQUIREMENTS

Rule 419 requires that offering proceeds after deduction for underwriting
commissions, underwriting expenses and deal allowances issued be deposited into
an escrow or trust account (the "Deposited Funds" and "Deposited Securities",
respectively) governed by an agreement which contains certain terms and
provisions specified by the Rule. Under Rule 419, the Deposited Funds and
Deposited Securities will be released to the company and to the investors,
respectively, only after the company has met the following three basic
conditions. First, the company must execute an agreement(s) for an
acquisition(s) meeting certain prescribed criteria. Second, the company must
file a post-effective amendment to the registration statement which includes the
terms of a reconfirmation offer that must contain conditions prescribed by the
rules. The post-effective amendment must also contain information regarding the
acquisition candidate(s) and its business(es), including audited financial
statements. The agreement(s) must include, as a condition precedent to their
consummation, a requirement that the number of investors representing 80% of the
maximum proceeds must elect to reconfirm their investments. Third, the company
must conduct the reconfirmation offer and satisfy all of the prescribed
conditions, including the condition that investors representing 80% of the
Deposited Funds must elect to remain investors. The post-effective amendment
must also include the terms of the reconfirmation offer mandated by Rule 419.
The reconfirmation offer must include certain prescribed conditions which must
be satisfied before the Deposited Funds and Deposited Securities can be released
from escrow. After the company submits a signed representation to the escrow
agent that the requirements of Rule 419 have been met and after the
acquisition(s) is consummated, the escrow agent can release the Deposited Funds
and Deposited Securities. Investors who do not reconfirm their investments will
receive the return of a pro-rata portion thereof; and in the event investors
representing less than 80% of the Deposited Funds reconfirm their investments,
the Deposited Funds will be returned to the investors on a pro-rata basis.

F-8
<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 1998

NOTE 5 - LOSS PER COMMON SHARE

Net loss per common share outstanding, as shown on the statement of
operations, is based on the number of common shares outstanding at each balance
sheet date. Weighted average shares outstanding was not computed since it would
not be meaningful in the circumstances, as all shares issued during the periods
were for initial capital or were issued pursuant to Rule 419. Therefore, the
total shares outstanding at the end of each period was deemed to be the most
relevant number of shares to use for purposes of this disclosure.

For future periods, the Company will utilize the treasury stock method for
computing earnings per share, and will compute a weighted average number of
shares outstanding once additional shares of stock are issued to new
shareholders. Under the treasury stock method, the dilutive effect of
outstanding stock options and other convertible securities for determining
primary earnings per share is computed using the average market price during the
fiscal period, whereas the dilutive effect of outstanding stock options and
convertible securities for determining fully diluted earnings per share is
computed using the market price as of the end of the fiscal period, if greater
than the average market price.

NOTE 6 - RELATED PARTY TRANSACTIONS

Transactions with Shareholders
During 1998, the Company advanced $1,832 for legal fees to the law firm of
Schonfeld & Weinstein, LLP, who is also a shareholder of the Company.

Office Facilities
A shareholder of the Company provides office facilities to the Company at
no charge.

NOTE 7 - MERGER AGREEMENT WITH PLATINUM EXECUTIVE SEARCH

On July 21, 1999, the Company and Platinum Executive Search, Inc. ("PES")
entered into a merger agreement, pursuant to which PES will be merged into the
Company, with the Company as the surviving entity (reverse merger for accounting
purposes). Consummation of the merger is conditioned upon, among other things,
reconfirmation by holders of least 80% of the shares owned by the Rule 419
investors. Upon consummation of the merger, the Company shall institute a 1 for
.3634383 reverse stock split of its restricted common stock and a 1 for 1.96648
forward stock split of shares issued in its initial public offering and
currently held in escrow, after which 5,555,475 shares of common stock and
740,000 shares of convertible preferred stock shall be issued to former PES
shareholders in the same proportion said shareholders held shares of common and
convertible preferred stock of PES, and 325,000 options to acquire 325,000
shares of common stock shall be issued to former option holders of PES in the
same proportion said option holders held options to acquire PES stock. Each
shareholder who holds shares of the Company's common stock registered pursuant
to a registration statement declared effective by the Securities and Exchange
Commission on June 8, 1998 prior to the merger and who accepts the
reconfirmation offer shall, after consummation of the merger and subsequent
stock split, hold 1.96648 shares for every 1 share held prior to the merger and
subsequent stock split. The merger is intended to be consummated in such a
manner as to be tax-free to all parties involved under Internal Revenue Code
Section 368(a)(1)(A). Each Rule 419 investor who rejects the reconfirmation
offer will be paid his or her pro rata share of the amount in the escrow account
of approximately $.45 per share. Consummation of the merger is not subject to
any governmental approvals.

As a result of the stock splits, the 100,000 shares currently held in
escrow shall become 196,648 share of the Company's registered common stock and
the 600,000 shares of restricted common stock shall become 218,063 shares.
The result of the merger, assuming that 80% of the Company's Rule 419
stockholders reconfirm their investments, is that former PES shareholders shall
own 94% of the surviving entity while the Company's current shareholders and
their designees shall own 6% of the surviving entity.

F-9
<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
CONTENTS

Independent Auditors' Report

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Cash flows

Notes to Financials Statements

<PAGE>

THE B & B GROUP, LLP
54 Wheeler Avenue. Pleasantville, New York 100570
(914) 741-5555. (9140 347-4444
Fax (914) 741-5556

Rosanna Bell, CPA
Franklin M. Boykoff, CPA
------
Joseph J. Leggio, CPA
William A. Colasanti, CPA

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
First Sunrise, Inc.
New York, New York

We have audited the accompanying balance sheet of First Sunrise, Inc., a
development stage company, as of December 31, 1997 and the related statements of
operations, stockholders, equity and cash flows for the period April 28, 1997
(Inception) to December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Sunrise, Inc., a
development stage company, as of December 31, 1997, and the results if its
operations and its cash flows for the period April 28, 1997 (Inception) to
December 31, 1997 in conformity with generally accepted accounting principles.

The B & B Group, LLP
Certified Public Accountants

Dated: February 14, 1998
Pleasantville, New York

<PAGE>

FIRST SUNRISE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997

ASSETS
------

CURRENT ASSETS:
Cash $ 7, 500

Total current assets 7,500

OTHER ASSETS:
Deferred registration costs 22,000

Total assets $ 29,500
=======

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
Accounts payable $ 4,250

Total current liabilities 4,250

SHAREHOLDERS' EQUITY:
Common stock, .001 par value, 20,000,000 authorized,
600,000 issued and outstanding (Note 1.) 600
Additional paid in capital (Note 1.) 26,400
Deficit accumulated during development stage <1,750>

Total shareholders' equity 25,250

Total liabilities and shareholders; equity $ 29,500

See notes to financial statements.

F-3
<PAGE>

FIRST SUNRISE, INC.
(A development stage company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 28, 1997 ( INCEPTION) TO DECEMBER 31, 1997

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ <1,750>
Adjustments to reconcile net loss to
net cash provided by operating activities:

Increase in accounts payable 4,250

Net cash provided by operating activities 2,500

CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in deferred registration costs <22,000>

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock 27,000

Net increase in cash 7,500
Cash, beginning of period 0

Cash, end of period $ 7,500
======

See notes to financial statements.

F-4
<PAGE>

FIRST SUNRISE, INC.
(a development stage company)
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 28, 1997 (INCEPTION) TO DECEMBER 31, 1997

REVENUE $ 0

OPERATING EXPENSES:
Professional fees $ 1,750

Net loss $ <1,750>
=======

EARNING PER SHARE:
Net loss per common share $ 0
=======

Weighted average number of share $ 600,000
=======

See notes to financial statements.

F-5
<PAGE>

FIRST SUNRISE, INC.
(a development stage company)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD APRIL 28, 1997 (INCEPTION) TO DECEMBER 31, 1997

SHARES AMOUNT
------ ------

Initial sale of stock
April 28, 1997 600,000 $27,000

Deficit accumulated
during development stage <1,750>
600,000 $27,250

See notes to financial statements.

F-6
<PAGE>

FIRST SUNRISE, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD APRIL 28, 1997 (INCEPTION) TO DECEMBER 31, 1997

1. ORGANIZATION OF THE COMPANY

FIRST SUNRISE INC. (the "COMPANY"), was organized under the State of Delaware on
April 28, 1997. The Company was organized as a vehicle to acquire or merge with
a business or company, (the "Target Business") (a "Business Combination").
Management believes that the Company's characteristics as an enterprise with
liquid assets, nominal liabilities, and flexibility in structuring will make the
Company an attractive combination candidate. None of the Company's officers,
directors, promoters, their affiliates or associates have had any preliminary
contact or discussions and there are no present plans, proposals, arrangements
or understandings with any representative of the owners of any business
regarding the possibility of an acquisition or merger transaction. The Company
does not intend to engage in the business of investing, reinvesting or trading
in securities as its primary business or pursue any business which would render
the Company an "investment company" pursuant to the Investment Company Act of
1940.

Since organization of the Company, its activities have been limited to the sale
of initial shares in connection with its organization and its preparation in
producing a registration statement and prospectus for its initial public
offering. The Company will not engage in any substantive commercial business
following the offering.

2. SIGNIFICANT ACCOUNTING POLICIES

Deferred registration costs

Costs incurred in connection with the companies anticipated public offering are
deferred and will be charged against shareholders equity upon successful
compilation of the offering. If the offering is not consummated, deferred costs
will be charged to expense.

F-7
<PAGE>

FIRST SUNRISE, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD APRIL 28, 1997 (INCEPTION) TO DECEMBER 31, 1997

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Estimates

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

Loss per share of common stock

Loss per share of common stock is calculated by dividing net loss by the
weighted average number of shares of common stock and common stock equivalents,
if dilutive, outstanding during each of the periods presented. In addition, when
an initial public offering is contemplated, common stock and common stock
equivalents issued by the Company at a price less than the estimated initial
public offering price during the twelve months immediately preceding the
anticipated initial filing of the offering are treated as outstanding for all
periods presented, using the treasury stock method.

Recent accounting pronouncements

During February, 1997 the FASB issued SFAS No. 128 "Earnings Per Share" which
replaces the presentation of primary earnings per share ("EPS") with basic EPS.
It also requires dual presentation of basic and diluted EPS. SFAS No. 128 is
effective for periods ending after December 15, 1997. The Company believes the
adoption of this pronouncement will not have a material effect on the financial
statements.

During June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income", which establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners. Among other
disclosures, SFAS 130 requires that all items that are required to be recognized
under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements.

F-8
<PAGE>

FIRST SUNRISE, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD APRIL 28, 1997 (INCEPTION) TO DECEMBER 31, 1997

Recent accounting pronouncements (continued)

SFAS 130 is effective for financial statements for periods beginning after
December 15, 1997 and requires comparative information for earlier years to be
restated. Because of the recent issuance of this standard, management has been
unable to fully evaluate the impact, if any, the standard may have on future
financial statement disclosures. Results of operations and financial position,
however, will be unaffected by implementation of this standard.

3. ADDITIONAL INFORMATION

The Board of Directors passed a resolution authorizing the Management of the
Company to initiate steps to make a public offering of the Company's securities,
in order to raise additional capital of up to $50,000.00. Management was granted
authority to file a Registration statement on form SB-2 with the Securities and
Exchange Commission and to register the securities in any state jurisdictions
that management felt was required and appropriate. It was furthermore resolved ,
that the public offering would consist of 100,000 shares of common stock, $.001
par value per share, to be offered at $.50 per share. The shares are being
offered by the company on a "best effort, all or none basis".

F-9
<PAGE>

PLATINUM EXECUTIVE SEARCH, INC.
(A development stage company)

INDEX TO FINANCIAL STATEMENTS

Page
----

REPORT OF INDEPENDENT AUDITORS F-2

FINANCIAL STATEMENTS

Balance Sheet F-3

Statement of Operations F-4

Statement of Changes in Stockholders' Equity F-5

Statement of Cash Flows F-6

NOTES TO FINANCIAL STATEMENTS F-7 through F-10

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of
Platinum Executive Search, Inc.

We have audited the accompanying balance sheet of Platinum Executive Search,
Inc. (the "Company"), a development stage company, as of June 30, 1999, and the
related statements of operations, changes in stockholders' equity, and cash
flows for the period March 25, 1999 (date of incorporation) through June 30,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Platinum Executive Search, Inc.
as of June 30, 1999, and the results of its operations and its cash flows for
the period March 25, 1999 (date of incorporation) through June 30, 1999 in
conformity with generally accepted accounting principles.

/s/ AHEARN, JASCO + COMPANY, P.A.
AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
August 25, 1999

<PAGE>

PLATINUM EXECUTIVE SEARCH, INC.
(A development stage company)
BALANCE SHEET
JUNE 30, 1999

ASSETS

CURRENT ASSET - Cash and cash equivalents $500,445

PROPERTY AND EQUIPMENT, net 2,486

TOTAL $502,931

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable $93,181
Line of credit 500,000

TOTAL CURRENT LIABILITIES 593,181

STOCKHOLDERS' DEFICIT:
Preferred stock, $.01 par value; 10,000,000 shares authorized,

5,000,000 shares designated Series A; none issued Common
stock, $.01 par value; 10,000,000 shares
authorized; 4,050,000 shares issued and outstanding 40,500
Additional paid-in capital 17,500
Deficit accumulated during the development stage (143,250)
Less: Subscribed stock (5,000)

STOCKHOLDERS' DEFICIT, NET (90,250)

TOTAL $502,931

See notes to financial statements.
F-3

<PAGE>

PLATINUM EXECUTIVE SEARCH, INC.
(A development stage company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

REVENUES $ -

GENERAL AND ADMINISTRATIVE EXPENSES 143,108

LOSS ON OPERATIONS (143,108)

INTEREST EXPENSE (142)

LOSS BEFORE INCOME TAX PROVISION (143,250)

PROVISION FOR INCOME TAXES -

NET LOSS $(143,250)

PER SHARE AMOUNTS:
Net loss per common share outstanding $(0.035)

COMMON SHARES OUTSTANDING AT JUNE 30, 1999 4,050,000

See notes to financial statements.
F-4

<PAGE>

PLATINUM EXECUTIVE SEARCH, INC.
(A development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

Deficit
Accumulated
Additional During the
Common Paid-in Development Subscribed
Stock Capital Stage Stock Total
----- ------- ----- ----- -----

STOCKHOLDERS' EQUITY,
March 25, 1999 $ - $ - $- $- $ -

Issuance of 550,000
shares of founders
stock 5,500 - - (5,000) 500

Sale of 3,500,000
shares of common
stock 35,000 17,500 - - 52,500

Net loss for the
period ended June
30, 1999 - - (143,250) - (143,250)

STOCKHOLDER' EQUITY,
June 30, 1999 $40,500 $17,500 $(143,250) $(5,000) $(90,250)

F-5

<PAGE>

PLATINUM EXECUTIVE SEARCH, INC.
(A development stage company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(143,250) Items not affecting cash flow from operations:
Compensation paid in stock 500
Depreciation 312
Accounts payable 93,181

NET CASH USED IN OPERATING ACTIVITIES (49,257)

CASH FLOWS FROM INVESTING ACTIVITY - Purchase of
equipment (2,798)

CASH FLOWS FROM FINANCING ACTIVITIES:
Line of credit borrowings 500,000
Sales of common stock 52,500

NET CASH PROVIDED BY FINANCING ACTIVITIES 552,500

CASH AND CASH EQUIVALENTS BALANCE AT JUNE 30, 1999 $500,445

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 142
Cash paid during the period for income taxes $ -

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITY:
Stock issued for services $ 500

See notes to financial statements.
F-6

<PAGE>

PLATINUM EXECUTIVE SEARCH, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Platinum Executive Search, Inc. was incorporated in the State of New York
on March 25, 1999 for the purpose of helping business executives search for and
find employment. Planned operations have not yet commenced as the Company is in
the development stage; therefore, the accompanying financial statements should
not be regarded as typical for normal operating periods.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Income Taxes
The Company accounts for income taxes in accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that have
been included in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount that is more
likely than not to be realized. The tax provision shown on the accompanying
statement of operations is zero, as the deferred tax asset that is generated
from the net operating loss is offset in its entirety by a valuation allowance.

Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt instruments with
an original maturity of three months or less at the date of purchase.

Property and Equipment
Property and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Useful lives
range from five to seven years. Accumulated depreciation at June 30, 1999
totaled $312.

Statement of Comprehensive Income
A statement of comprehensive income has not been included, per SFAS 130,
"Reporting Comprehensive Income," as the Company has no items of other
comprehensive income.

F-7
<PAGE>

PLATINUM EXECUTIVE SEARCH INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

NOTE 3 - PROPOSED MERGER WITH FIRST SUNRISE, INC.

On July 21, 1999, the Company and First Sunrise, Inc. ("FSI") entered into
a merger agreement, pursuant to which the Company will be merged into FSI, with
FSI as the surviving entity (reverse merger for accounting purposes).
Consummation of the merger is conditioned upon, among other things,
reconfirmation by holders of least 80% of the 100,000 shares of FSI common stock
owned by the FSI Rule 419 investors. Upon consummation of the merger, FSI shall
institute a 1 for .3634383 reverse stock split of its restricted common stock
and a 1 for 1.96648 forward stock split of shares issued in its initial public
offering and currently held in escrow, after which 5,555,475 shares of common
stock and 740,000 shares of convertible preferred stock shall be issued to
former Company shareholders in the same proportion said shareholders held shares
of common and convertible preferred stock of the Company, and 325,000 options to
acquire 325,000 shares of common stock shall be issued to former option holders
of the Company in the same proportion said option holders held options to
acquire the Company's stock. Each shareholder who holds shares of FSI common
stock registered pursuant to a registration statement declared effective by the
Securities and Exchange Commission on June 9, 1998 prior to the merger and who
accepts the reconfirmation offer shall, after consummation of the merger and
subsequent stock split, hold 1.96648 shares for every 1 share held prior to the
merger and subsequent stock split. The merger is intended to be consummated in
such a manner as to be tax-free to all parties involved under Internal Revenue
Code Section 368(a)(1)(A). Each FSI Rule 419 investor who rejects the
reconfirmation offer will be paid his or her pro rata share of the amount in the
FSI escrow account of approximately $.45 per share. Consummation of the merger
is not subject to any governmental approvals.
The result of the merger, assuming that 80% of FSI Rule 419 stockholders
reconfirm their investments, is that former shareholders of the Company shall
own 94% of the surviving entity while current FSI shareholders and their
designees shall own 6% of the surviving entity.

NOTE 4 - STOCKHOLDER'S EQUITY

The total number of shares of capital stock which the Company has the
authority to issue is 20,000,000 shares, consisting of 10,000,000 shares of
Preferred Stock having a par value of $.01 per share and 10,000,000 shares of
Common Stock having a par value of $.01 per share.

Common Stock
All shares of Common Stock are identical with each other in every respect,
and the holders thereof are entitled to one vote for each share of Common Stock
upon all matters upon which the shareholders have the right to vote. From March
through June 1999, the Company issued 4,050,000 shares of Common Stock. 30,000
shares of common stock have been reserved for options that will be issued to a
consulting firm for services upon completion of the merger with First Sunrise,
Inc.

F-8
<PAGE>
PLATINUM EXECUTIVE SEARCH INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

NOTE 4 - STOCKHOLDER'S EQUITY (continued)

Preferred Stock
The Board of Directors of the Company is authorized, subject to the
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series and, by filing articles of amendment pursuant to the
applicable law of the State of New York, to establish from time to time the
number of shares of Preferred Stock to be included in each such series and to
determine and fix the designations, powers, preferences and rights of the shares
of each such series (including without limitation the voting rights, dividend
rights and preferences, liquidation rights and preferences, and conversion
rights, if any, thereof) and the qualifications, limitations, and
restrictions thereof. As of June 30, 1999, 10,000,000 shares of preferred
stock was authorized.

In May 1999, after filing an amendment to its Articles of Incorporation
establishing a series of Preferred Stock designated as "Series A Preferred
Stock" (the "Series A Preferred Stock"), the Company authorized 5,000,000
shares, but no preferred stock has been issued as of June 30, 1999. Except as
otherwise provided by law, shares of the Series A Preferred Stock have no voting
rights. Holders of Series A Preferred Stock are entitled to receive annual
dividends, if declared by the Board of Directors, at the rate of 6% per share
per annum in cash. Dividends on Series A Preferred Stock are paid in preference
to the dividends paid on common stock. In the event of liquidation, dissolution
or winding-up of the Company, holders of the Series A Preferred Stock are
entitled to receive the value of the stock before any distribution may be made
to holders of Common Stock or any Preferred Stock ranking junior to Series A
Preferred Stock as to liquidation preferences.
The Company may at any time call for all shares of Series A Preferred Stock
to be converted to Common Stock when the closing bid price of the Common Stock
exceeds $3.00 for at least 20 days in any 30 consecutive trading day period. The
Company is required to give the holders of Series A Preferred Stock not less
than twenty days or more than sixty days prior notice of any such conversion.
From and after May 1999, each and every share of Series A Preferred Stock
may, at the option of the holder thereof, be converted into a number of shares
of Common Stock equal to the number of shares which results from dividing the
Conversion Price in effect at the time of conversion into the average price per
share paid for the shares, on a fully diluted basis, determined in accordance
with generally accepted accounting principles.

F-9
<PAGE>

PLATINUM EXECUTIVE SEARCH INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 25, 1999
(date of incorporation) THROUGH JUNE 30, 1999

NOTE 5 - PENDING ASSET ACQUISITIONS

In August 1999, the Company entered into agreements to purchase the stock
of two companies. The two purchase agreements were separately negotiated. The
transactions have not closed and are subject to the completion of certain
matters including due diligence. Management believes that the two companies have
an aggregate fair market value of approximately $2,000,000. For accounting
purposes, these asset acquisitions will be recorded using the fair value of the
common stock issued by the Company at the date consummated.
The issuance of shares of common stock in connection with the two asset
acquisitions will not result in a change in control of the Company. On a
pro-forma basis, if the two asset acquisitions had been consummated as of June
30, 1999 then, as of that date, three persons would have each owned more than 5%
of the Company's outstanding voting stock, with the largest single person owning
46% of the Company's outstanding voting stock. The current directors and
management are in a position to effectively control the affairs of the Company
and management believes that any new shareholders will allow management to
further the Company's operating plan. Management is not aware of any voting
arrangements or understandings among any of the Company's potential
shareholders.

NOTE 6 - LOSS PER COMMON SHARE

Net loss per common share outstanding, as shown on the statement of
operations, is based on the number of common shares outstanding at June 30,
1999. Weighted average shares outstanding was not computed since it would not be
meaningful in the circumstances, as all shares issued during the period from
incorporation through June 30, 1999 were issued to two individuals and one
corporation. Therefore, the total shares outstanding at the end of the year was
deemed to be the most relevant number of shares to use for purposes of this
disclosure.
For future periods, the Company will utilize the treasury stock method for
computing earnings per share, and will compute a weighted average number of
shares outstanding once additional shares of stock are issued to new
shareholders. Under the treasury stock method, the dilutive effect of
outstanding stock options and other convertible securities for determining
primary earnings per share is computed using the average market price during the
fiscal period, whereas the dilutive effect of outstanding stock options and
convertible securities for determining fully diluted earnings per share is
computed using the market price as of the end of the fiscal period, if greater
than the average market price.

NOTE 7 - LINE OF CREDIT AGREEMENT

Effective June 30, 1999, the Company signed an agreement with a commercial
bank allowing for a $500,000 line of credit. The amount outstanding on the line
of credit at June 30, 1999 is $500,000. Interest is charged at the prime rate.

NOTE 8 - RELATED PARTY TRANSACTIONS

Substantially all of the accounts payable at June 30, 1999 are owed to
shareholders of the Company. A shareholder of the Company has provided office
facilities to the Company at no charge.

F-10
<PAGE>

RENAISSANCE LEADERSHIP, INC.
FINANCIAL REPORT
DECEMBER 31, 1998 and 1997

T A B L E O F C O N T E N T S

Page
----

INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS 3

FINANCIAL STATEMENTS

Balance Sheets 4

Statements of Income 5

Statements of Stockholders' Equity 6

Statements of Cash Flows 7

Notes to Financial Statements 8 - 9

<PAGE>

INDEPENDENT AUDITOR'S REPORT

Board of Directors
Renaissance Leadership, Inc.
Easton, Maryland

I have audited the accompanying balance sheets of Renaissance Leadership, Inc.
(an S-Corporation) as of December 31, 1998 and 1997, and the related statements
of income, stockholders' equity, and cash flows for the years 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.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits 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 Renaissance Leadership, Inc. as of
December 31, 1998 and 1997 and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

J. Michael Connolly

Centreville, Maryland
August 13, 1999

<PAGE>

Renaissance Leadership, Inc.
Balance Sheets
December 31, 1998 and 1997

ASSETS
1998 1997
---- ----
CURRENT ASSETS
Cash $109,852 $174,000
Accounts receivable 64,147 110,948

Total current assets 173,999 284,948

PROPERTY AND EQUIPMENT, at cost
Machinery and equipment 175,901 164,958
Less accumulated depreciation 118,658 112,558

Net property and equipment 57,243 52,400

Total Assets $231,242 $337,348

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $23,893 $29,327
Deferred Income - 52,364

Total current liabilities 23,893 81,691

STOCKHOLDERS' EQUITY
Common stock (authorized 100,000 shares; issued
and outstanding 100 shares) 2,500 2,500
Retained earnings 204,849 253,157

Total stockholders' equity 207,349 255,657

Total Liabilities and Stockholders'
Equity $231,242 $337,348

<PAGE>

Renaissance Leadership, Inc.
Statements of Income
Years Ended December 31, 1998 and 1997

1998 1997
---- ----

Net sales and other operating income $1,085,224 $1,092,023

Cost of goods sold 315,392 357,908

Gross profit 769,832 734,115

Selling, general, and administrative
expenses 796,790 611,188

Operating income (loss) (26,958) 122,927

Financial income 3,650 2,685

Net income (loss) $(23,308) $125,612

<PAGE>

Renaissance Leadership, Inc.
Statement of Shareholders' Equity
Year Ended December 31, 1998 and 1997

Common Retained
Stock Earnings Total
----- -------- -----

Balance, December 31, 1996 $2,500 $160,045 $162,545

Net income - 125,612 125,612
Shareholders Distributions - (32,500) (32,500)

Balance, December 31, 1997 2,500 253,157 255,657

Net loss - (23,308) (23,308)
Shareholders Distributions - (25,000) (25,000)

Balance, December 31, 1998 $2,500 $204,849 $207,349

<PAGE>

Renaissance Leadership, Inc.
Statements of Cash Flows
Years Ended December 31, 1998 and 1997

1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(23,308) $125,612
Adjustments to reconcile net income
to net cash provided by operating activities:

Depreciation 6,100 12,811
Changes in assets and liabilities:
(Increase) decrease in:
Trade receivable 46,801 (49,532)
Increase (decrease) in:
Accounts payable and
accrued expenses (5,434) (992)
Deferred income (52,364) 48,056

Net cash provided by (used in) operating
activities (28,205) 135,955

CASH FLOWS USED IN INVESTING ACTIVITIES:
Shareholder distribution (25,000) (32,500)
Cash purchases of property and equipment (10,943) (6,939)

Net cash used in investing activities (35,943) (39,439)

CASH FLOWS USED IN FINANCING ACTIVITIES: - -

Net increase (decrease) in cash (64,148) 96,516
Cash at beginning of year 174,000 77,484

Cash at end of year $109,852 $174,000

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ - $ -

Interest paid $ - $ -

<PAGE>

RENAISSANCE LEADERSHIP, INC.
NOTES TO FINANCIAL STATEMENTS

Note 1. Significant Accounting Policies

Business Description
The Company, located in Easton, Maryland, is primarily engaged in marketing and
team building seminars and programs.

Revenue Recognition
Substantially all revenues are derived from fees for marketing and team
building seminars and programs.
Fee Revenues are recognized as services are rendered, generally when a seminar
or program is completed.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.

Concentration of Credit Risk
In the normal course of business, the Company extends unsecured credit to
clients principally in the United States.

Off Balance Sheet Risk
The Company maintains cash and cash equivalents at several financial
institutions. The accounts are insured by the Federal Deposit Insurance
Corporation (FDIC) up to $100,000.00 per financial institution. In addition, the
banks have pledged collateral against certain deposit accounts. At December 31,
1998 and 1997 the Company had $41,593 and $104,136 in excess of the FDIC limit.

Allowance for Doubtful Accounts
Management believes all trade receivables are fully collectible and therefore no
provision has been made for an allowance for doubtful accounts.

Depreciation
Depreciation is provided on the straight-line method over the estimated useful
lives of the depreciable assets as follows:

Equipment 7 years
Computer and Transportation Equipment 5 years

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

Deferred Income
The Company records deferred income when advanced payments are received for
seminars that will occur in the subsequent year.

Income Taxes
Since the Company is an S-Corporation, income taxes are generally assessed at
the shareholder level and not at the corporate level, therefore, no accrual has
been reflected in this financial statement.

Fair Value of Financial Instruments

<PAGE>

The Company's financial instruments consist primarily of cash in banks and
accounts receivable. The carrying amounts for cash and cash equivalents and
accounts receivable approximate fair value due to the short-term nature of these
instruments.

See Independent Auditor's Report

<PAGE>

RENAISSANCE LEADERSHIP, INC.
NOTES TO FINANCIAL STATEMENTS

Note 2. Operating Lease Commitments

The Company leases its facilities under lease agreements through November 2000.
Rent expense for the years ended December 31, 1998 and 1997 was $28,227 and
$30,550. Future minimum lease payments are as follows:

1999 $19,800
2000 18,150
2001 -
2002 -
2003 -

Note 3. Pension Plan

The Company has a defined contribution (money purchase) pension plan covering
all full time employees twenty one years old who have provided two years of
service. After two years, the employee is vested an additional 20% each year and
fully vested in the sixth year. Contributions are limited to 15% of the
employee's salary not to exceed $30,000 per employee. Company contributions were
$48,599 and $44,148 for the years ended December 31, 1998 and 1997.

Note 4. Subsequent Activity

In January 1999 the Company distributed its retained earnings of $204,849 to its
shareholders who subsequently loaned this balance to the Company on a demand
note at 7% interest only, due annually. In addition, $13,530 was distributed and
loaned back during June 1999. The outstanding balance of loans from shareholders
at June 30, 1999 was $218,379.

See Independent Auditor's Report

<PAGE>

RENAISSANCE LEADERSHIP, INC.
FINANCIAL REPORT
JUNE 30, 1999
(Unaudited)

T A B L E O F C O N T E N T S

Page
----

FINANCIAL STATEMENTS

Balance Sheet (Unaudited) 2

Statement of Income (Unaudited) 3

Statement of Stockholders' Equity (Unaudited) 4

Statement of Cash Flows (Unaudited) 5

Notes to Financial Statements (Unaudited) 6

<PAGE>

Renaissance Leadership, Inc.
Balance Sheet
(Unaudited)
June 30, 1999
-------------
(Unaudited)

ASSETS

CURRENT ASSETS
Cash $136,926
Accounts receivable 90,809

Total current assets 227,735

PROPERTY AND EQUIPMENT, at cost
Machinery and equipment 175,901
Less accumulated depreciation 121,563

Net property and equipment 54,338

Total Assets $282,073

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 61,194
Loans from shareholders 218,379

Total current liabilities 279,573

STOCKHOLDERS' EQUITY
Common stock (authorized 100,000 shares; issued
and outstanding 100 shares) 2,500

Total stockholders' equity 2,500

Total Liabilities and Stockholders' Equity $282,073

<PAGE>

Renaissance Leadership, Inc.
Statement of Income
(Unaudited)
Six Months Ended June 30, 1999
------------------------------
(Unaudited)

Net sales and other operating income $459,593

Cost of goods sold 111,615

Gross profit 347,978

Selling, general, and administrative
expenses 335,673

Operating income 12,305

Financial income 1,225

Net income $ 13,530

<PAGE>

Renaissance Leadership, Inc.
Statement of Shareholders' Equity
(Unaudited)
Six Months Ended June 30, 1999

Common Retained
Stock Earnings Total
----- -------- -----

Balance, December 31, 1998 $2,500 $204,849 $207,349

Net income - 13,530 13,530
Shareholders distributions - (218,379) (218,379)

Balance, June 30, 1999 $2,500 $- $2,500

<PAGE>

Renaissance Leadership, Inc.
Statement of Cash Flows
(Unaudited)
Six Months Ended June 30, 1999
------------------------------
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $13,530
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 2,905
Changes in assets and liabilities:
(Increase) decrease in:
Trade receivable (26,662)
Increase (decrease) in:
Accounts payable and
accrued expenses 37,301
Loans from shareholder 218,379

Net cash provided by operating activities 245,453

CASH FLOWS USED IN INVESTING ACTIVITIES:
Shareholder distributions (218,379)

Net cash used in
investing activities (218,379)

CASH FLOWS USED IN FINANCING ACTIVITIES: -

Net increase in cash 27,074
Cash at beginning of year 109,852

Cash at June 30, 1999 $136,926

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $-

Interest paid $-

<PAGE>

RENAISSANCE LEADERSHIP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Note 1. Significant Accounting Policies

Business Description
The Company, located in Easton, Maryland, is primarily engaged in marketing and
team building seminars and programs.

Revenue Recognition
Substantially all revenues are derived from fees for marketing and team building
seminars and programs. Fee revenues are recognized as services are rendered,
generally when a seminar or program is completed.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.

Concentration of Credit Risk
In the normal course of business, the Company extends unsecured credit to
clients principally in the United States.

Off Balance Sheet Risk
The Company maintains cash and cash equivalents at several financial
institutions. The accounts are insured by the Federal Deposit Insurance
Corporation (FDIC) up to $100,000.00 per financial institution. In addition, the
banks have pledged collateral against certain deposit accounts. At June 30,
1999, the Company had $36,926 in excess of the FDIC limit.

Allowance for Doubtful Accounts
Management believes all trade receivables are fully collectible and therefore no
provision has been made for an allowance for doubtful accounts.

Depreciation
Depreciation is provided on the straight-line method over the estimated useful
lives of the depreciable assets as follows:

Equipment 7 years
Computer and Transportation Equipment 5 years

Deferred Income
The Company records deferred income when advanced payments are received for
seminars that will occur in the subsequent year.

<PAGE>

RENAISSANCE LEADERSHIP, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Note 1. Significant Accounting Policies - Continued

Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash in banks and
accounts receivable. The carrying amounts for cash and cash equivalents and
accounts receivable approximate fair value due to the short-term nature of these
instruments.

Note 2. Operating Lease Commitments

The Company leases its facilities under lease agreements through November 2000.
Rent expense for the six months ended June 30, 1999 was $10,922.
Future minimum lease payments are as follows:

1999 $19,800
2000 18,150
2001 -
2002 -
2003 -

Note 3. Pension Plan

Note 4. Subsequent Activity

In January 1999 the Company distributed its retained earnings of $204,849 to its
shareholders who subsequently loaned this balance to the Company on a demand
note at 7% interest only due annually. In addition, $13,530 was distributed and
loaned back during June 1999. The outstanding balance of loans from shareholders
at June 30, 1999 was $218,379.

<PAGE>

STRUPP INVESTMENTS, LLC
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30th, 1999

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
And Members of
Strupp Investments, LLC

I have audited the accompanying balance sheet of Strupp Investments, LLC, as of
June 30th, 1999, and the related statements of operations and retained earnings,
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.

I conducted this 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 provided 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 Strupp Investments, LLC, as of
June 30th, 1999, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

Christina Stylianou
CERTIFIED PUBLIC ACCOUNTANT

Astoria, New York
August 30th, 1999

<PAGE>

STRUPP INVESTMENTS, LLC
BALANCE SHEET
AS OF JUNE 30TH, 1999

ASSETS
Current Assets
Cash in Bank $ 267
Accounts Receivable $ 119,705
TOTAL $ 119,972

Fixed Assets
Equipment ( Net of Depreciation) $ 2,928
Other Assets
Security Deposits $ 23,889

TOTAL ASSETS $ 146,789
=======

LIABILITIES & LIMITED LIABILITY COMPANY EQUITY
Current Liabilities
Accounts Payable $ 28,206
Payroll Taxes Payable $ 2,546
Loan from LLC Member $ 7,757
TOTAL $ 38,509

Equity in Limited Liability Company $ 125,000

Retained Earnings (Accumulated Deficit)
($ 16,720)
Total Equity
$ 108,280

TOTAL LIABILITIES & LIMITED
LIABILITY COMPANY EQUITY $ 146,789
========

See independent auditor's report and accompanying notes which are an integral
part of the financial statements.

<PAGE>

STRUPP INVESTMENTS, LLC
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED JUNE 30TH, 1999

Revenue $ 289,628

Interest Income $ 86

General and Administrative Expenses ($ 306,434)

Net Loss Before Income Taxes ($ 16,720)
Provision for Income Taxes -0-

Net Loss
($ 16,720)
Retained Earnings ( Accumulated Deficit)

Beginning of Year -0-

Ending of Year
($ 16,720)

See independent auditor's report and accompanying notes which are an integral
part of the financial statements.

<PAGE>

STRUPP INVESTMENTS, LLC
STATEMENT OF LIMITED LIABILITY COMPANY'S EQUITY
FOR THE YEAR ENDED JUNE 30TH, 1999

Equity Retained
Value Earnings Total
----- -------- -----
(Accumulated Deficit)

Balance as of inception -0- -0-
(7/1/98)

Contribution of Capital $ 125,000

Net Loss ($16,720) ($ 16,720)

Balance as of June
30th, 1999 $ 125,000 ($16,720) ($108,280)

See independent auditor's report and accompanying notes which are an integral
part of the financial statements.

<PAGE>

STRUPP INVESTMENTS, LLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30TH, 1999

CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss ($ 16,720)

Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:

Depreciation $ 732

(Increase) Decrease In:
Accounts Receivable ($ 119,705)

Increase (Decrease) In:
Accounts Payable and other Current Liabilities $ 38,509

NET CASH FLOWS FROM OPERATING ACTIVITIES: $ ( 97,184)

CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Equipment $ 3,660
Security Deposits $ 23,889

TOTAL FROM INVESTING ACTIVITIES $ ( 27,549)

<PAGE>

CASH FLOW FROM FINANCING ACTIVITIES:

Contribution of Capital $ 125,000

Net Increase in Cash $ 267

Cash at Beginning of Year $ - 0 -

Cash at End of Year $ 267
========

See independent auditor's report and accompany notes which are an integral part
of the financial statements.

<PAGE>

STRUPP INVESTMENTS, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30TH, 1999

NOTE 1-GENERAL

Strupp Investments, LLC., (the "Company"), was established under the laws of the
state of New Jersey on July 1st, 1998 and it is currently doing business as
"Success".

The Company is in the business of recruiting executive personnel.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company uses the accrual basis of accounting and financial reporting, in
accordance with generally accepted accounting principles and the cash basis for
tax purposes.

Use of Estimates
In preparing financial statements in conformity with Generally Accepted
Accounting Principals, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
form these estimates.

Revenue Recognition
Placement fee revenues are recognized at the effective hire date of the
individual placed, net of the appropriate allowance for placement fall-offs.

Income Tax
The Company accounts for income taxes on a cash basis and it has elected to be
treated as a partnership for income tax purposes, accordingly income taxes are
generally assessed at the member level and not at the Company level, therefore
no accrual has been reflected in this financial statement.

Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid debt instruments with an
original maturity of three months or less at the date of purchase.

Property and Equipments
Property and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Useful lives
range from five to seven years. Accumulated depreciation at June 30th, 1999
totaled $ 732.

<PAGE>

STRUPP INVESTMENTS, LLC
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30TH, 1999

NOTE 3 - LEASES

The Company currently has an operating lease for telephone equipment with Wasco
Funding Corp., for 36 months at $ 304.11 month.

NOTE 4 - RENTAL SPACE

The Company occupies space at 342 Madison Avenue at $ 56,595 per annum from Oct
1st, 1999 to September 30th, 2003, with a security deposit of $ 18,866.

The Company has also leased as of June 10th, 1999 office space in Parsippany, NJ
for 3 years at $ 32,800.50 per annum with a security deposit of $ 5,023.

NOTE 5- SUBSEQUENT EVENTS

In July 1999, the Company entered into 3 lease agreements with Highland Capital
Corp., for the equipment and furniture in the Parsippany Office. All three
leases were for 60 month periods at a total of $ 1,873.05 per month.

NOTE 6- RELATED PARTY TRANSACTIONS

A member of the Company made a non interest hearing demand loan of $ 7,757 to
the Company.

NOTE 7- EQUITY

The Company has membership capital with two owners currently owning 100%(99% for
one and 1% for the other ) and are treating it as partnership capital.

<PAGE>

PRO FORMA FINANCIAL INFORMATION

EXHIBIT - PRO FORMA FINANCIAL INFORMATION

The following Pro Forma Combined Financial Information as of June 30, 1999 and
for the year then ended for the Combined Companies has been prepared to reflect
the combined financial position and the results of operations of First Sunrise,
Inc.(First Sunrise), Platinum Executive Search, Inc.(Platinum), Renaissance
Leadership, Inc.(Renaissance) and Strupp Investments, LLC (Strupp) as if the
combination, described in Note 1, had been effective as of July 1, 1998 (for one
year operations). The acquisitions of Renaissance and Strupp by Platinum and the
reverse acquisition of First Sunrise by Platinum have been accounted for as
purchases and the excess of purchase price over fair value of assets acquired,
$1,889,220 if the acquisitions had all occurred as of June 30, 1999, will be
reflected as an intangible asset and will be amortized over ten and twenty
years. The Pro Forma Combined Financial Information is unaudited and not
necessarily indicative of the consolidated results which actually would have
occurred if the combination had been consummated at the beginning of the periods
presented, nor does it purport to represent the future financial position and
results of operations for future periods.

Pro Forma Historical Financial Information for First Sunrise, Inc.
and Combined Companies

Balance Sheet Platinum Renaissance Strupp Adjustments Combined First Sunrise Adjustments Combined
6/30/99 6/30/99 6/30/99 6/30/99
-------- ----------- ------- ----------- ---------------------- ----------- --------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $500,445 $136,926 $267 $637,638 $5,503 $643,141
Accts. Rec. $90,809 $119,705 $210,514 $210,514
PP&E $2,486 $54,338 $2,928 $59,752 $59,752
Intangibles $1,497,500 (a) $1,889,220 $1,889,220
$391,720 (b)
Other Assets $23,889 $23,889 $50,000 $73,889

Assets $502,931 $282,073 $146,789 $2,821,013 $55,503 $2,876,516

Payables $93,181 $61,194 $38,509 $192,884 $8,100 $200,984
Due to Owners $218,379 $218,379 $218,379
Due to Bank $500,000 $500,000 $500,000

Liabilities $593,181 $279,573 $38,509 $911,263 $8,100 $919,363

Common Stock $40,500 $2,500 ($2,500)(a) $40,500 $700 ($35,230)( c) $5,970
Preferred Stock $740 ( c) $740
Addl Paid In $17,500 $1,500,000 (a) $2,017,500 $54,300 $26,893 ( c)$2,098,693
$500,000 (b)
Ret. Earn(deficit) ($143,250) ($16,720) $16,720 (b) ($143,250) ($7,597) $7,597 ( c)($143,250)
Subscribed Stock ($5,000) ($5,000) ($5,000)
Members Equity $125,000 ($125,000)(b) $0 $0

Equity (Deficit) ($90,250) $2,500 $108,280 $1,909,750 $47,403 $1,957,153

Liab. & Equity $502,931 $282,073 $146,789 $2,821,013 $55,503 $2,876,516

</TABLE>

The accompanying notes and management's assumptions to the Pro Forma Combined
Financial Information are an integral part of these statements

<PAGE>

Pro Forma Historical Financial Information for First Sunrise, Inc.
and Combined Companies

Operations Platinum Renaissance Strupp Adjustments Combined First Sunrise Adjustments Combined
3 mo. ended year ended year ended year ended
6/30/99 6/30/99 6/30/99 6/30/99
-------- ----------- ------ ----------- ---------------------- ----------- --------
(since inception)

<S> <C> <C> <C> <C> <C> <C> <C>
Revenue $969,648 $289,628 $1,259,276 $1,259,276

Cost of Goods Sold $259,849 $259,849 $259,849
S G & A expenses $143,108 $734,068 $306,434 $1,183,610 $5,847 $1,189,457
Amortization $74,875 (a) $114,047 $114,047
$39,172 (b)
Other Inc. (Exp.) ($142) $3,050 $86 $2,994 $2,994

Pre tax Loss ($143,250) ($21,219) ($16,720) ($181,189) ($5,847) ($187,036)

Income Taxes

Net Loss ($143,250) ($21,219) ($16,720) ($181,189) ($5,847) ($187,036)

</TABLE>

The accompanying notes and management's assumptions to the Pro Forma Combined
Financial Information are an integral part of these statements

<PAGE>

First Sunrise, Inc. and Combined Companies

As of June 30, 1999 and for the year then ended for First Sunrise, Inc.and the
Combined Companies

NOTES AND MANAGEMENT'S ASSUMPTIONS TO THE
PRO FORMA COMBINED FINANCIAL INFORMATION

1. Basis Of Presentation

On July 21, 1999, First Sunrise and Platinum entered into a merger agreement,
pursuant to which Platinum will be merged into First Sunrise, with First Sunrise
as the legal surviving entity, and Platinum as the accounting acquirer (see 2.
(c) below). Upon consummation of the merger, First Sunrise shall institute a 1
for .3634383 reverse stock split of its restricted common stock, and a 1 for
1.96648 forward stock split of shares issued in its initial public offering and
currently held in escrow, after which 5,555,475 shares of common stock and
740,000 shares of convertible preferred stock shall be issued to former Platinum
shareholders in the same proportion said shareholders held shares of common and
convertible preferred stock of Platinum, and 325,000 options to acquire 325,000
shares of common stock shall be issued to former option holders of Platinum in
the same proportion said option holders held options to acquire Platinum stock.
Each shareholder who holds shares of First Sunrise common stock registered
pursuant to a registration statement declared effective by the Securities and
Exchange Commission on June 8, 1998 prior to the merger and who accepts the
reconfirmation offer shall, after consummation of the merger and subsequent
stock split, shall hold 1.96648 shares for every 1 share held prior to the
merger and subsequent stock split. As a result of the stock splits, the 100,000
shares currently held in escrow shall become 196,648 shares of First Sunrise
registered common stock, and the 600,000 shares of restricted common stock shall
become 218,063. After the merger and recapitalization First Sunrise will have
5,970,186 common shares (5,555,475 + 196,648 + 218,063) and 740,000 preferred
shares issued and outstanding, all with a par value of $.001 per share.

On August 15, 1999 Platinum acquired Renaissance in exchange for Common and
Preferred shares valued at $1,500,000 and on August 31, 1999 acquired Strupp for
Common and Preferred shares valued at $500,000. These transactions have both
been accounted for as purchases. The excess of purchase price over fair value of
assets acquired of $1,889,220, if the acquisitions had all occurred as of June
30, 1999 is reflected as an intangible asset and is being amortized over twenty
years.

Since all of the entities presented had pre-tax losses on a pro-forma basis no
provision for taxes on income was made. Any deferred tax assets generated by the
losses have been offset in their entirety by a valuation allowance.

The accompanying unaudited pro forma financial statements data reflects the
combined financial position and the results of Platinum, Renaissance, Strupp and
First Sunrise as if the Combination had been effective as of June 30, 1999
(B/S), July 1, 1998 (Year Ops.), respectively.

This pro forma financial statement should be read in conjunction with the
historical financial statements and notes thereto of the companies as of
December 31, 1998 and June 30, 1999 as appropriate.

In management's opinion, all material adjustments necessary to reflect the
effects of the Combination have been made. The unaudited pro forma combined
statements of operations is not necessarily indicative of what actual results of
operations of the Company would have been assuming the Combination had been
completed as of June 30, 1999 (B/S) or July 1, 1998 (Year Ops.), respectively,
nor is it necessarily indicative of the results of operations for future
periods.

<PAGE>

2. Adjustments to Pro Forma Consolidated Financial Statements

The adjustments were made in order to reflect:

(a) The acquisition of Renaissance in consideration for 450,000 shares
of Platinum's common stock and 300,000 shares of Platinum preferred
stock valued at a total of $1,500,000. The valuation of the stock at
$2 per share is a management estimate, which has been agreed to in
arms length negotiations between the parties. With Renaissance net
asset value of $2,500 at 6/30/99, an intangible asset of $1,497,500
was created. Since Renaissance has been in business since 1978
management expects to amortize this intangible asset over twenty
years.

(b) The acquisition of Strupp in consideration for 150,000 shares of
Platinum's common stock and 100,000 shares of Platinum preferred
stock valued at a total of $500,000. The valuation of the stock at
$2 per share is a management estimate, which has
been agreed to in negotiations between the parties. With Strupp net
asset value of $108,280 at 6/30/99, an intangible asset of $391,720
was created, which is expected, subject to further review to be
amortized over ten years.

(c) The reverse merger of Platinum into First Sunrise and the
simultaneous recapitalization with Platinum being the surviving
entity for accounting purposes. Common and Preferred stock are both
booked at $.001 par value per share.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees and
agents under certain circumstances as follows:

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;

INSURANCE. - (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstance of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such court shall deem
proper.

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be

<PAGE>

indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

(e) Expenses incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized in this section. Such
expenses including attorneys' fees incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

(f) The indemnification and advancement expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

(h) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
including absorbed in a consolidation of merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors,
officers and employees or agents so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include

<PAGE>

any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person.

Article XI of the Company's By-laws provides for the indemnification of the
company's officers, directors, and corporate employees and agents under certain
circumstances as follows:

Article XI provides that the Company will hold harmless and will indemnify all
officers, directors, employees and agents of the Company against all expense,
liability and loss reasonably incurred or suffered by such person in its
connection as such with the Company. The Company shall indemnify any such person
seeking indemnification in connection with a proceeding initiated by such person
(except against the Company) only if such proceeding was authorized by the
Company's Board of Directors.

If a claim under the above paragraph is not paid in full by the Company within
30 days after a written claim has been received by the Company, the claimant may
at anytime thereafter bring suit against the Company to recover the unpaid
amount of the claim. If the claimant is successful, it is entitled to be paid
the expense of prosecuting such claim, as well.

Notwithstanding any limitations in other sections of the By-laws, the Company
will, to the fullest extend permitted by Section 145 of the General Corporation
Law of Delaware, indemnify any and all persons whom it has the power to
indemnify against any and all of the expense, liabilities and loss, and this
indemnification shall not be deemed exclusive of any other rights to which the
indemnities may be entitled under any By-law, agreement, or otherwise, both as
to action in his/her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such persons.

The Company may, at its own expense, maintain insurance to protect itself and
any director, officer, employee or agent of the Company against any such
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

<PAGE>

Item 25. Expenses of Issuance and Distribution

The other expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are estimated as
follows:

Escrow Fee............................................$ - 0 -
Securities and Exchange Commission
Registration Fee..................................... $ 100.00
Legal Fees........................................... $18,000.00
Accounting Fees...................................... $ 2,000.00
Printing and Engraving............................... $ 250.00
Blue Sky Qualification Fees and Expenses............. $ 750.00
Miscellaneous........................................ $ 350.00
Transfer Agent Fee................................... $ 500.00

TOTAL.......................................................... $22,000.00

<PAGE>

Item 26. Recent Sales of Unregistered Securities

FSI issued 600,000 shares on between April 28, 1997 and August 15, 1997 to its
initial stockholders for $27,000. FSI relied on an exemption from registration
contained in Section 4(2) of the Securities Act of 1933. Each purchaser in this
offering was sophisticated and had access to FSI's corporate books and
financial statements, and had the opportunity to meet with management to
discuss concerns.

Name/Address
Consideration Shares
Beneficial of Common Price
Owner Stock Purchased(2) Paid
- ------------- ------------------ ----

Saul Gelernter 100,000 $4,500.00
76-23 168th Street
Flushing, NY 11366

Steven Wainick(1)(3) 100,000 $4,500.00
64 Tamarack Street
Islip, NY 11571

Sandford Lurie 100,000 $4,500.00
201 West 89th Street
New York, NY 10024

Rene Kunz(1)(3) 100,000 $4,500.00
Hochwachtrsrasse 31
8400 Winterthur
Switzerland

Gary Heller 50,000 $2,250.00
7641 66th Street
Penellas, FL

Victor Weinstein(4) 50,000 $2,250.00
280 Carol Close
Tarrytown, NY 10591

Schonfeld & Weinstein,
L.L.P.(5) 50,000 $2,250.00
63 Wall Street
New York, NY 10005

Eng Chye Low(1) 50,000 $2,250.00
200 East 89th Street
New York, NY 10128
- -----------

(1) May be deemed "Promoters" of FSI, as that term is defined under the
Securities Act of 1933.

(2) These Shares were sold under the exemption of Section 4(2) of the
Securities Act of 1933.

(3) Mr. Low is President and a director of FSI. Mr. Wainick is
Treasurer, Secretary and a director of FSI. Mr. Kunz is a director
of FSI.

(4) Mr. Weinstein is the father of Andrea I. Weinstein of Schonfeld &

<PAGE>

Weinstein, L.L.P., special counsel to FSI.

(5) Mr. Schonfeld and Ms. Weinstein are the principals of Schonfeld &
Weinstein, L.L.P., special counsel to FSI. Ms. Weinstein's father, Vic
Weinstein, is a shareholder of FSI.

Neither FSI nor any person acting on its behalf offered or sold the securities
by means of any form of general solicitation or general advertising.

Each purchaser represented in writing that he/she acquired the securities for
his own account. A legend was placed on the certificates stating that the
securities have not been registered under the Act and setting forth the
restrictions on their transferability and sale. Each purchaser signed a written
agreement that the securities will not be sold without registration under the
Act or exemption therefrom.

EXHIBITS

Item 27.

2.0 Agreement and Plan of Merger***

3.1(a) Certificate of Incorporation of First Sunrise, Inc. *

3.1(b) Certificate of Incorporation of Platinum Executive Search, Inc.

3.2(a) By-Laws of First Sunrise, Inc. *

3.2(b) By-Laws of Platinum Executive Search, Inc.+

4.1 Specimen Certificate of Common Stock. *

4.6 Form of Escrow Agreement. *

5.0 Opinion of Counsel.

24.0 Accountant's Consent to Use Opinion.

24.1 Counsel's Consent to Use Opinion.

99.0 Written Agreement Between Management and First Sunrise, Inc.**

99.1 Subscription Agreement

* As filed with original Registration Statement on Form SB-2.
** As filed with Amendment No. 1 to Registration Statement on Form SB-2.

*** As filed with Post-Effective Amendment No.1 to Registration Statement
on Form SB-2.

+ Revised

<PAGE>

Item 28.

UNDERTAKINGS

The registrant undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after the
Effective Date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement, including
(but not limited to) any addition or deletion of managing underwriter;

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

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

(4) To deposit into the Escrow Account at the closing, certificates in such
denominations and registered in such names as required by the Company to permit
prompt delivery to each purchaser upon release of such securities from the
Escrow Account in accordance with Rule 419 of Regulation C under the Securities
Act. Pursuant to Rule 419, these certificates shall be deposited into an escrow
account, not to be released until a business combination is consummated.

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

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York, on October 20, 1999.

FIRST SUNRISE, INC.

BY: /s/ Eng Chye Low
Eng Chye Low, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/ Eng Chye Low Dated October 20, 1999
- -------------------
Eng Chye Low
President, Secretary

/s/ Steven Wainick Dated October 20, 1999
- -------------------
Steven Wainick
Treasurer, Secretary, Director

Dated
- -------------------
Rene Kunz
Director

BY - LAWS

PLATINUM EXECUTIVE SEARCH INC.

(a New York corporation)

----------

ARTICLE I
---------

SHARES AND SHAREHOLDERS
-----------------------

1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares
of Platinum Executive Search Inc. (the "Corporation") shall set forth thereon
the statements prescribed by ss.508, and, where applicable, by ss.ss.505, 616,
620, 709, and 1002, of the Business Corporation Law (the "BCL") and by any other
applicable provision of law and shall be signed by the Chairman or a
Vice-Chairman of the Board of Directors, if any, or by the President or a
Vice-President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer and may be sealed with the corporate seal or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or its employee, or if the
shares are listed on a registered national security exchange. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.

A certificate representing shares shall not be issued until the full
amount of consideration therefor has been paid, except as ss.504 of the BCL may
otherwise permit.

The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS. The Corporation may issue certificates
for fractions of a share where necessary to effect transactions authorized by
the BCL which shall entitle the holder, in proportion to his fractional
holdings, to exercise voting rights, receive dividends, and participate in
liquidating distributions; or it may pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined; or it may, subject to the provisions of ss.509 of the BCL, issue
scrip in registered or bearer form over the manual or facsimile signature of an
officer of the Corporation or of its agent, exchangeable as therein provided for
full shares, but such scrip shall not entitle the holder to any rights of a
shareholder except as therein provided.

<PAGE>

3. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the share record of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon.

4. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of common stock of the Corporation ("Common Stock") are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series B preferred stock of the Corporation ("Series B
Preferred Stock") shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series B Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

5. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation the holders of shares of Series B
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock plus an amount equal to any accrued and unpaid dividends In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series B Preferred
Stock were entitled immediately prior to such event under the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

2
<PAGE>

6. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other actions, the directors may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than sixty days nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. If no record date is fixed, the
record date for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of the business on the
day next preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held; the record date for determining
shareholders for any purpose other than that specified in the preceding clause
shall be at the close of business on the day on which the resolution of the
directors relating thereto is adopted. When a determination of shareholders of
record entitled to notice of or to vote at any meeting of shareholders has been
made as provided in this paragraph, such determination shall apply to any
adjournment thereof, unless directors fix a new record date under this paragraph
for the adjourned meeting.

7. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the BCL confers such rights notwithstanding that the Certificate of
Incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.

8. SHAREHOLDER MEETINGS.

(a) ANNUAL MEETING. The annual meeting of the shareholders as are entitled to
vote thereat shall be held for the election of directors and the transaction of
such other business as may properly come before it at such date and time as the
Board of Directors may from time to time determine the Board of Directors may
postpone, reschedule or cancel any previously scheduled annual meeting.
Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be transacted by the shareholders may be made at
an annual meeting (i) pursuant to the Corporation's notice with respect to such
meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any
shareholder of the Corporation who was a shareholder of record at the time of

3
<PAGE>

giving of the notice hereinafter provided for in this Section, who is entitled
to vote at the meeting and who has complied with the notice procedures
hereinafter set forth in this Section. For nominations or other business to be
properly brought before an annual meeting by a shareholder pursuant to the
preceding clause (iii) of this Section, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation, such business
must be a proper matter for stockholder action under the BCL and, if the
shareholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, solicits or participates in the solicitation of proxies in
support of such proposal or nominees, the shareholder must have timely indicated
its, or such beneficial owner's, intention to do so as provided in this Section.
To be timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting, provided. however, that if the date of the annual meeting is advanced
more than 30 days prior to or delayed by more than 60 days after such
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual meeting
or the 10th day following the day on which public announcement of the date of
such meeting is first made. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of such nominees as
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to serving as a director if elected); (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the Corporation's books, and of such beneficial
owner; (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner; and
(iii) whether either such shareholder or beneficial owner intends to solicit or
participate in the solicitation of proxies in favor of such proposal or nominee
or nominees. Notwithstanding anything in the fifth sentence of this Section to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 100 days prior
to the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by this Section shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation. Only
persons nominated in accordance with the procedures set forth in this Section
shall be eligible to serve as directors and only such business shall be
conducted at an annual meeting of shareholders as shall have been brought before
the meeting in accordance with the procedures set forth in this Section. The
chair of the meeting shall have the power and the duty to determine whether a
nomination or any business proposed to be brought before the meeting has been
made in accordance with the procedures set forth in these By-Laws and, if any
proposed nomination or business is not in compliance with these By-Laws, to
declare that such defective proposed business or nomination shall not be
presented for shareholder action at the meeting and shall be disregarded. For
purposes of this Section, "public announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or a comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act Notwithstanding the foregoing provisions of this Section, a

4
<PAGE>

shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section. Nothing in this Section shall, be deemed to affect any rights
of shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act

(b) SPECIAL MEETING. Special meetings of the shareholders, other than those
required by statute, may be called at any time by the President, or by the Board
of Directors pursuant to a resolution approved by a majority of the entire Board
of Directors. Notice of every special meeting, stating the time, place and
purpose, shall be given by mailing, postage prepaid, at least 10 but not more
than 60 days before each such meeting, a copy of such notice addressed to each
shareholder of the Corporation at his post office address as recorded on the
books of the Corporation. The Board of Directors may postpone, reschedule or
cancel any previously scheduled special meeting. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be selected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided for in this Section, who shall
be entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section. Nominations by shareholders of persons for election
to the Board of Directors may be made at such a special meeting of shareholders
if the shareholder's notice required by Section 8(a) of these By-Laws shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be selected at such meeting

(c) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of New York, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, or, whenever
shareholders entitled to call a special meeting shall call the same, the meeting
shall be held at the office of the Corporation in the State of New York.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice
of all meetings shall be given, stating the place, date, and hour of the
meeting, and, unless it is an annual meeting, indicating that it is being issued
by or at the direction of the person or persons calling the meeting. The notice
of an annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called; and, at any such meeting,
only such business may be transacted which is related to the purpose or purposes
set forth in the notice. If any action is proposed to be taken which would, if
taken, entitle shareholders to receive payment for their shares, the notice
shall include a statement of that purpose and to that effect and shall be
accompanied by a copy of ss.623 of the BCL or an outline of its material terms.
Notice by mail shall be deemed to be given when deposited, with postage thereon
prepaid, in a post office or official depository under the exclusive care and
custody of the United States Postal Service. Notice of a meeting need not be

5
<PAGE>

given to any shareholder who submits a signed waiver of notice before or after
the meeting in accordance with the provisions of ss.606 of the BCL. The
attendance of a shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting shall constitute a waiver of notice by him.

(e) QUORUM AND ADJOURNMENT. Except as otherwise provided by law and in
the Certificate of Incorporation, the holders of a majority of the shares
entitled to vote at the meeting shall constitute a quorum at each meeting of the
shareholders. Where more than one class or series of stock is entitled to vote
at such a meeting, a majority of the shares of each such class or series of
stock entitled to vote at such meeting shall constitute a quorum at such
meeting. The chairman of the meeting may adjourn the meeting from time to time
whether or not a quorum is present. In the absence of a quorum, the holders of a
majority of all such shares present in person or by proxy may adjourn any
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum may be present, any business may be transacted which
might have been transacted at the meeting as originally called. Notice of an
adjourned meeting shall be given to each shareholder of record entitled to vote
at the meeting.

(f) SHAREHOLDER LIST AND CHALLENGE. A list of shareholders as of the
record date, certified by the Secretary or other officer responsible for its
preparation or by a transfer agent, if any, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of an election,
if any, or the person presiding thereat, shall require such list of shareholders
to be produced as evidence of the right of the persons challenged to vote at
such meeting and all persons who appear from such list to be shareholders
entitled to vote thereat may vote at such meeting.

(g) CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the shareholders. The
Secretary of the Corporation, or should the Secretary be absent, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the chairman of the meeting shall appoint
a secretary of the meeting.

(h) PROXY REPRESENTATION. Every shareholder may authorize another
person or persons to act for him by proxy in all matters in which a shareholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by the
BCL.

(i) VOTING. Each share shall entitle the holder thereof to one vote. In
the election of directors, a plurality of the votes cast shall elect the
directors. Any other action shall be authorized by a majority of the votes cast
except where the BCL prescribes a different proportion of votes.

6
<PAGE>

ARTICLE II
----------

GOVERNING BOARD
---------------

1. FUNCTIONS AND DEFINITIONS. The business of the Corporation shall be
managed under the direction of a governing board, which is herein referred to as
the "Board of Directors" or "directors" notwithstanding that the members thereof
may otherwise bear the titles of trustees, managers, or governors or any other
designated title, and notwithstanding that only one director legally constitutes
the Board. The word "director" or "directors" likewise herein refers to a member
or to members of the governing boards notwithstanding the designation of a
different official title or titles. The use of the phrase "entire board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.

2. QUALIFICATIONS AND NUMBER. Each director shall be at least eighteen
years of age. A director need not be a shareholder, a citizen of the United
States, or a resident of the State of New York. The initial Board of Directors
shall consist of two persons. Subject to the foregoing limitation and except for
the first Board of Directors, such number may be fixed from time to time by
action of the shareholders or of the directors, or, if the number is not so
fixed, the number shall be one. The number of directors may be increased or
decreased by action of shareholders or of the directors, provided that any
action of the directors to effect such increase or decrease shall require the
vote of a majority of the entire Board. No decrease in the number of directors
shall shorten the term of any incumbent director.

3. ELECTION AND TERM. The first Board of Directors shall be elected by
the incorporator or incorporators and shall hold office until the first annual
meeting of shareholders and until their successors have been elected and
qualified. Thereafter, directors shall be divided, with respect to the time for
which they severally hold office, into three classes with the term of office of
the first class to expire at the Corporation's first annual meeting of
shareholders, the term of office of the second class to expire at the
Corporation's second annual meeting of shareholders and the term of office of
the third class to expire at the Corporation's third annual meeting of
shareholders, with each director to hold office until his successor shall have
been duly elected and qualified. At each annual meeting of shareholders,
commencing with the first annual meeting, (i) directors elected to succeed those
directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, with each director to hold office until his successor shall have been
duly elected and qualified, and (ii) if authorized by a resolution of the Board
of Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.. Directors
who are elected in the interim by the shareholders to fill vacancies and newly
created directorships, shall hold office for a term expiring at the annual
meeting of shareholders at which the term of office of the class to which they
have been elected expires and until such director's successor shall have been
duly elected and qualified. In the interim between annual meetings of
shareholders or of special meetings of shareholders called for the election of
directors, newly created directorships and any vacancies in the Board of
Directors, including vacancies resulting from the removal of directors for cause

7
<PAGE>

or without cause, may be filled by the vote of the remaining directors then in
office, although less than a quorum exists.

4. MEETINGS.

(a) TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

(b) PLACE. Meetings shall be held at such place within or without the
State of New York as shall be fixed by the Board.

(c) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, of the President, or of a
majority of the directors in office.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed by
these By-Laws. Written, oral, or any other mode of notice of the time and place
shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. The notice of any meeting need not specify
the purpose of the meeting. Any requirement of furnishing a notice shall be
waived by any director who signs a waiver of notice before or after the meeting,
or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.

(e) QUORUM AND ACTION. A majority of the entire Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place. Except as herein otherwise provided, the act of the
Board shall be the act, at a meeting duly assembled, by vote of a majority of
the directors present at the time of the vote, a quorum being present at such
time.

(f) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the President, if
present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause by the shareholders. One or more of the directors may be removed for cause
by the Board of Directors.

6. COMMITTEES. The Board of Directors may, by resolution adopted by a
majority of the entire Board of Directors, designate from their number an
Executive Committee and other committees, each consisting of one or more
directors, each of which, to the extent provided in the resolution designating
it or in the Corporation's certificate of incorporation or these By-Laws, shall
have the authority of the Board of Directors with the exception of any authority
the delegation of which is prohibited by ss.712 of the BCL.

8
<PAGE>

7. WRITTEN ACTION. Any action required or permitted to be taken by the
Board of Directors or by any committee thereof may be taken without a meeting if
all of the members of the Board of Directors or of any committee thereof consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board of
Directors or of any such committee shall be filed with the minutes of the
proceedings of the Board of Directors or of any such committee.

8. TELEPHONIC MEETINGS. Any one or more members of the Board of
Directors or of any committee thereof may participate in a meeting of said Board
or of any such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time, participation by such means shall constitute
presence in person at the meeting.

ARTICLE III
-----------

OFFICERS
--------

1. APPOINTMENT. The directors may elect or appoint a Chairman of the
Board of Directors, a President, one or more Vice-Presidents, a Secretary, one
or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers,
and such other officers as they may determine. The President may but need not be
a director. Any two or more offices may be held by the same person. When all of
the issued and outstanding shares of the Corporation are owned by one person,
such person may hold all or any combination of offices.

2. TERM. Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.

3. POWERS AND DUTIES. Officers shall have the powers and duties defined
in the resolutions appointing them.

4. REMOVAL. The Board of Directors may remove any officer for cause or
without cause.

ARTICLE IV
----------

STATUTORY NOTICES TO SHAREHOLDERS
---------------------------------

The directors may appoint the Treasurer or other fiscal officer and/or
the Secretary or any other officer to cause to be prepared and furnished to
shareholders entitled thereto any special financial notice and/or any financial
statement, as the case may be, which may be required by any provision of law,
and which, more specifically, may be required by ss.ss.510, 511, 515, 516, 517,
519, and 520 of the BCL.

9
<PAGE>

ARTICLE V
---------

BOOKS AND RECORDS
-----------------

The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of the shareholders, of the
Boards of Directors, and/or any committee which the directors may appoint, and
shall keep at the office of the Corporation in the State of New York or at the
office of the transfer agent or registrar, if any, in said State, a record
containing the names and addresses of all shareholders, the number and class of
shares held by each, and the dates when they respectively became the owners of
records thereof. Any of the foregoing books, minutes, or records may be in
written form or in any other form capable of being converted into written form
within a reasonable time.

ARTICLE VI
----------

INDEMNIFICATION
---------------

1. INDEMNIFICATION. The Corporation shall indemnify to the fullest
extent now or hereafter provided for or permitted by law each person involved
in, or made or threatened to be made a party to, any action, suit, claim or
proceeding, arbitration, alternative dispute resolution mechanism,
investigation, administrative or legislative hearing or any other actual,
threatened, pending or completed proceeding, whether civil or criminal, or
whether formal or informal, and including an action by or in the right of the
Corporation or any other corporation, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, whether profit or non-profit (any
such entity, other than the Corporation, being hereinafter referred to as an
"Enterprise"), and including appeals therein (any such process being hereinafter
referred to as a "Proceeding"), by reason of the fact that such person, such
person's testator or intestate (i) is or was a director or officer of the
Corporation, or (ii) while serving as a director or officer of the Corporation,
is or was serving, at the request of the Corporation, as a director, officer, or
in any other capacity, any other Enterprise, against any and all judgments,
fines, penalties, amounts paid in settlement, and expenses, including attorneys'
fees, actually and reasonably incurred as a result of or in connection with any
Proceeding, or any appeal therein, except as provided in Section 2 of this
Article.

2. CERTAIN EXCEPTIONS. No indemnification shall be made to or on behalf
of any such person if a judgment or other final adjudication adverse to such
person establishes that such person's acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that such person personally gained in fact a financial
profit or other advantage to which such person was not legally entitled. In
addition, no indemnification shall be made with respect to any Proceeding
initiated by any such person against the Corporation, or a director or officer
of the Corporation, other than to enforce the terms of this Article, unless such
Proceeding was authorized by the Board of directors. Further, no indemnification
shall be made with respect to any settlement or compromise of any Proceeding
unless and until the Corporation has consented to such settlement or compromise.

10
<PAGE>

3. PROCEDURE. Written notice of any Proceeding for which
indemnification may be sought by any person shall be given to the Corporation as
soon as practicable. The Corporation shall then be permitted to participate in
the defense of any such proceeding or, unless conflicts of interest or position
exist between such person and the Corporation in the conduct of such defense, to
assume such defense. In the event that the Corporation assumes the defense of
any such Proceeding, legal counsel selected by the Corporation shall be
acceptable to such person. After such an assumption, the Corporation shall not
be liable to such person for any legal or other expenses subsequently incurred
unless such expenses have been expressly authorized by the Corporation. In the
event that the Corporation participates in the defense of any such Proceeding,
such person may select counsel to represent such person in regard to such a
Proceeding; however, such person shall cooperate in good faith with any request
that common counsel be utilized by the parties to any Proceeding who are
similarly situated, unless to do so would be inappropriate due to actual or
potential differing interests between or among such parties.

4. PRESUMPTION. In making any determination regarding any person's
entitlement to indemnification hereunder, it shall be presumed that such person
is entitled to indemnification, and the Corporation shall have the burden of
proving the contrary.

5. EXCLUSIVITY. The rights to indemnification and advancement of
expenses granted by or pursuant to this Article (i) shall not limit or exclude,
but shall be in addition to, any other rights which may be granted by or
pursuant to any statute, corporate charter, by-law, resolution of shareholders
or directors or agreement; (ii) shall be deemed to constitute contractual
obligations of the Corporation to any director or officer who serves in a
capacity referred to in Section 1 of this Article at any time while this Article
is in effect; (iii) shall continue to exist after the repeal or modification of
this Article with respect to events occurring prior thereto; and (iv) shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the estate, spouse, heirs, executors, administrators or
assigns of such person. It is the intent of this Article to require the
Corporation to indemnify the persons referred to herein for the aforementioned
judgments, fines, penalties, amounts paid in settlement, and expenses, including
attorney's fees, in each and every circumstance in which such indemnification
could lawfully be permitted by express provisions of by-laws, and the
indemnification required by this Article shall not be limited by the absence of
an express recital of such circumstances.

6. INSURANCE. Except to the extent expressly prohibited by the BCL, the
Corporation, at its expense, may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other entity, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such.

ARTICLE VII
-----------

CORPORATE SEAL
--------------

The corporate seal, if any, shall be in such form as the Board of
Directors shall prescribe.

11
<PAGE>

ARTICLE VII
-----------

FISCAL YEAR
-----------

The fiscal year of the Corporation shall be fixed, and shall be subject
to change from time to time, by the Board of Directors.

ARTICLE VIII
------------

AMENDMENTS
----------

These By-Laws may be altered or repealed, and new By-Laws may be
adopted, at any annual meeting of the shareholders or at any special meeting
thereof by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board of Directors, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors.

October 18, 1999

Securities and Exchange Commission
Washington, D.C.

Re: First Sunrise Inc.

To Whom It May Concern:

First Sunrise Inc.(the "Company") is a corporation duly incorporated and validly
existing and in good standing under the laws of the state of Nevada. The Company
has full corporate powers to own its property and conduct its business, as such
business is described in the prospectus. The Company is qualified to do business
as a foreign corporation in good standing in every jurisdiction in which the
ownership of property and the conduct of business requires such qualification.

This opinion is given in connection with the reconfirmation of one hundred
thousand (100,000) Shares of Common Stock, offered at a price of $.50 per Share,
for sale in the Company's initial public offering and currently held in escrow
pursuant to Rule 419.

We have acted as counsel to the company in connection with the preparation of
the Post-Effective Amendment to the Registration Statement on Form SB-2,
pursuant to which such Shares are being reconfirmed and, in so acting, we have
examined the originals and copies of the corporate instruments, certificates and
other documents of the Company and interviewed representatives of the Company to
the extent we deemed it necessary in order to form the basis for the opinion
hereafter set forth. In such examination we have assumed the genuineness of all
signatures and authenticity of all documents submitted to me as certified or
photo copies. As to all questions of fact material to this opinion which have
not been independently established, we have relied upon statements or
certificates of officers or representatives of the Company.

All of the 100,000 Shares currently offered for reconfirmation are now
authorized and issued, and held in escrow pursuant to Rule 419.

Based upon the foregoing, we are of the opinion that the 100,000 Shares of
Common Stock of the Company currently held in escrow are legally issued, fully
paid and non-assessable and there will be no personal liability to the owners
thereof.

The undersigned hereby consents to the use of this opinion in connection with
such Registration Statement and its inclusion as an exhibit accompanying such
Registration Statement.

Very truly yours,

SCHONFELD & WEINSTEIN, L.L.P.
SCHONFELD & WEINSTEIN, L.L.P.
JS:ed

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of First Sunrise, Inc. on
Form SB-2 of our Report of Independent Auditors dated August 25, 1999 on the
financial statements of First Sunrise, Inc. for the year ended December 31, 1999
appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
October 18, 1999

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of First Sunrise, Inc. on
Form SB-2 of our Report of Independent Auditors dated August 25, 1999, on the
financial statements of Platinum Executive Search, Inc. appearing in the
Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
October 18, 1999

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

I consent to the use in this Registration Statement of First Sunrise, Inc. on
Form SB-2 of my Report of Independent Auditor for Renaissance Leadership, Inc.
dated August 13, 1999 appearing in this Prospectus, which is part of this
Registration Statement.

I also consent to the reference to me under the heading "Experts" in such
Prospectus.

J. Michael Connolly, CPA
J. Michael Connolly
Certified Public Accountant

Centreville, Maryland
October 20, 1999

<PAGE>

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in this Registration Statement of First Sunrise, Inc. on
Form SB-2 of our Report of Independent Auditors for Strupp Investments, LLC
dated August 30, 1999 appearing in the Prospectus, which is part of this
Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

Christina Stylianou
Certified Public Accountant
Astoria, New York
October 20, 1999

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of First Sunrise, Inc. on
Form SB-2 of our Report of Independent Auditors dated February 14, 1998 on the
financial statements of First Sunrise, Inc. appearing in the Prospectus, which
is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

The B & B Group, LLP

The B & B Group, LLP
Certified Public Accountants

Pleasantvile, New York
October 18, 1999

<PAGE>

To The Board of Directors of
First Sunrise Inc.

Re: First Sunrise Inc.

SCHONFELD & WEINSTEIN, L.L.P. does hereby consent to the use of our opinion
dated October 18, 1999, to First Sunrise Inc. to be used and filed in
connection with the SB-2 Registration Statement and Prospectus, as filed with
the Securities and Exchange Commission.

Schonfeld & Weinstein, L.L.P.

SCHONFELD & WEINSTEIN, L.L.P.

Dated: October 18, 1999

FIRST SUNRISE, INC.

SUBSCRIPTION AGREEMENT

NAME:
ADDRESS:

1. I hereby subscribe for Shares of FIRST SUNRISE, INC.(the "Company")
at a price of $0.50 per Share, and enclose herein a check or money order payable
to the order of FIRST SUNRISE, INC. in the amount of $
to cover the aggregate subscription price.

2. I understand that the Company reserves the right to reject, in whole
or in part, any offer to subscribe, in its discretion, for any reason
whatsoever, and that no subscription may be withdrawn once made.

3. I hereby acknowledge receipt of the Prospectus.

4. I understand that in the event this subscription is accepted, in
whole or in part, my money, as well as the certificates representing the Shares
for which I am subscribing shall be held in escrow until the offering has been
reconfirmed by the Company's shareholders and a Business Combination (as defined
in the Prospectus) is consummated in accordance with the provisions of Rule 419
of Regulation C of the Securities Act of 1933, as amended.

5. In the event the offering is reconfirmed pursuant to Rule 419, the
certificates representing the Shares I am purchasing shall be registered in the
name printed below and delivery will be made to the address printed below.

Print Name Signature(s)

Print Street Address City, State, Zip Code

S.S. # or Tax I.D. # Area Code, Telephone Number

PLEASE RETURN THIS FORM WITH A CHECK MADE PAYABLE TO FIRST SUNRISE, INC. IN
THE AMOUNT LISTED ABOVE TO: SCHONFELD & WEINSTEIN, L.L.P., 63 WALL STREET,
SUITE 1801, NEW YORK, N.Y. 10005.