GREAT XPECTATIONS MARKETING INC, SB-2, 1999-01-08

GREAT XPECTATIONS MARKETING INC
SB-2, 1999-01-08

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<PAGE> 1
FORM SB-2

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GREAT XPECTATIONS MARKETING, INC.
(Name of small business issuer in its charter)

9202 WEST ROYAL LANE, IRVING TEXAS 75063
(972) 929-2900
(Address and telephone number of principal executive offices)

9202 WEST ROYAL LANE, IRVING TEXAS 75063
(Address of principal place of business or intended principal
place of business)

FORREST E. WATSON
PRESIDENT
GREAT XPECTATIONS MARKETING, INC.
9202 WEST ROYAL LANE
IRVING, TX 75063
(972) 929-2900
(Name, address, and telephone number of agent for service)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: DECEMBER 31, 1998

Copies to:

T. ALAN OWEN, ESQ. H. DAWSON FRENCH, ESQ.
T. ALAN OWEN & ASSOCIATES, P.C. FRENCH & HAMILTON
1112 EAST COPELAND ROAD 14651 NORTH DALLAS PARKWAY
SUITE 420 SUITE 434
ARLINGTON, TEXAS 76011 DALLAS, TEXAS 75240
(817) 460-4498 (972) 404-1414

<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------

Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Sec- Registered Offering Price Aggregate Offering Registration
urities to be Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock 6,768,490 $0.001 (1) $6,768.49 (1) $1.88 (1)

Par Value of
$0.001/share
- -------------------------------------------------------------------------------------------------------------------

Total 6,768,490 $1.88
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The shares are being distributed to stockholders as a dividend. The
shares have nominal value which is assessed as the par value of the stock,
$0.001.

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

<PAGE> 3

GREAT XPECTATIONS MARKETING, INC.

Cross Reference Sheet
(Pursuant to Rule 404 and
Item 501 of Regulation S-B)

<TABLE>
<CAPTION>
Caption or Heading
Item in Form SB-2 In Prospectus
- ----------------- ------------------

<S> <C> <C>
1. Front of the Registration
Statement and Outside Front
Cover Page of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . Outside Front Cover
Page

2. Inside Front and Outside Back
Cover Pages of Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . Outside Front Cover
Page; Table of Con-
tents; Additional
Information

3. Summary Information and
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Risk Factors

4. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

5. Determination of
Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution of Sec-
urities of the Com-
pany; Description of
Securities of the
Company

6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable

8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution of Secur-
ities of the Company

9. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Litigation

10. Directors, Executive Officers,
Promoters, and Control Persons . . . . . . . . . . . . . . . . . . . . . . . .Management of the
Company
</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
11. Security Ownership of
Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Security
Holders of the
Company

12. Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .Description of Secur-
ities of the Company

13. Interest of Named
Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable

14. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . . . . . . . . . . . .Management - Indem-
nification of Directors
and Officers

15. Organization Within Last
Five Years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .The Company; Distri-
bution of Securities
of the Company; Divi-
dends; Management;
Principal Security
Holders; Manage-
ment's Discussion
And Analysis; Finan-
cial Statements

16. Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . The Company; Risk
Factors; Manage-
ment's Discussion and
Analysis

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

18. Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements

19. Certain Relationships and
and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . .Management of the
Company
</TABLE>

<PAGE> 5

<TABLE>
<S> <C> <C>
20. Market for Common
Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Risk Factors; Distri-
bution of Securities
of the Company

21. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management of the
Company

22. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statement
Attached to Prospectus
as Attachment "A"

23. Changes In and Disagree-
ments with Accountants
on Accounting and
Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
</TABLE>

<PAGE> 6

PROSPECTUS
GREAT XPECTATIONS MARKETING, INC.

7,268,490 SHARES OF $0.001 PAR VALUE COMMON STOCK

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

OWNERSHIP OF COMMON STOCK OF THE COMPANY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" FOR A DISCUSSION OF PARTICULAR INVESTMENT RISKS.

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

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

This Prospectus relates to the distribution by GlobeNet International
I, Inc., a Delaware corporation, "GlobeNet herein, of 6,768,490 shares of the
$0.001 par value Common Stock of Great Xpectations Marketing, Inc., a Nevada
corporation, the "Company" herein, as a dividend to the holders of record of
GlobeNet Common Stock on June 5, 1998. The 6,768,490 shares of the Company
constitute all of the presently issued and outstanding shares of Common Stock of
the Company. The Board of Directors of GlobeNet determined that spinning-off the
stock of the Company to the stockholders of GlobeNet would be in the best
interest of GlobeNet's stockholders. This spin-off will give the holders of
GlobeNet Common Stock an equity position in two publicly held companies that
engage in the business of direct marketing and sales of products.

Under the laws of the State of Delaware, the state of incorporation of
GlobeNet, the distribution of the 6,768,490 shares of the Common Stock of the
Company will be a dividend out of earned surplus equal to $6,768.49, or $0.001
per share, the par value of such Common Stock.

Certificates evidencing 6,768,490 shares of the Common Stock of the
Company will be distributed by mail within a reasonable time after the date of
this Prospectus on the basis of 1 share of the Company's Common Stock for each 2
shares of the outstanding Common Stock of GlobeNet. Holders of GlobeNet Common
Stock will not be charged or assessed for the stock of the Company distributed
to them as a dividend, and neither the Company nor GlobeNet will receive any
proceeds from the dividend distribution.

There is no market for the Common Stock of the Company, and there is no
assurance that a market will ever develop. As of September 30, 1998, the Company
had assets of $541,973 and liabilities of $232,946. The Common Stock has no
ascertainable value and has a book value of $0.001 per share.

Clinton H. Howard, the President and Chairman of the Board of GlobeNet,
owns 53.67% of the issued and outstanding common stock of GlobeNet (if 115,266
shares of GlobeNet stock owned by Mr. Howard's wife are counted). As a result,
following the distribution of the Common Stock of the Company to the GlobeNet
stockholders, Mr. Howard will control a majority of the Company's Common Stock.
However, Mr. Howard has represented that he has no intention of actively
participating in the management of the Company and does not plan to be an
officer or director of the Company. Further, Mr. Howard has represented that he
plans to donate a significant portion of his stock in the Company to charity and
liquidate the balance over time. Certain other officers and directors of
GlobeNet own stock in GlobeNet, and among them (Mr. Howard and all other
officers and directors of GlobeNet) they own 57.8% of the issued and outstanding
stock of GlobeNet and will, therefore, receive collectively approximately 57.8%,
or 3,912,187 shares, of the Common Stock of the Company distributed by GlobeNet
as a dividend by virtue of such stock ownership. Those persons may be deemed
underwriters of such shares in connection with the dividend distribution and any
sale of their shares of the Company so received by them in the dividend
distribution shall be made only through licensed securities dealers and will be
accompanied by a copy of this Prospectus.

GlobeNet is bearing all of the expense of the registration and
distribution of the Company's Common Stock, which is estimated to be
approximately $50,000. No underwriting arrangements have been made with respect
to the proposed distribution transaction to the knowledge of the Company.
Nevertheless, GlobeNet and the two officers of the Company may be deemed to be
underwriters of such securities as that term is used in used in Section 2(11) of
the Securities Act of 1933, as amended, in connection with the distribution of
securities covered by this Prospectus.

As of the date of this Prospectus, there has been no trading market for
the Company's Common Stock.

The date of this Prospectus is December 31, 1998.

<PAGE> 7

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER OR SOLICITATION IS UNLAWFUL.

This Prospectus contains information concerning the Company as of the
date of this Prospectus unless otherwise indicated. The delivery of this
Prospectus at any time does not constitute a representation that the information
contained herein is correct as of any date other than the date of this
Prospectus unless otherwise indicated, and the delivery of this Prospectus shall
not create any implication that there has been no change in the business or
affairs of the Company since such date.

SUMMARY OF PROSPECTUS

THE COMPANY

The Company was incorporated in Texas on April 10, 1995, and
reincorporated in Nevada on December 31, 1998. At the time of its formation, the
main business of the Company was to provide marketing services for direct
marketing companies, and soon most of the Company's business was related to
Mighty Power U.S.A., Inc. On March 31, 1997, to be effective as of April 1,
1997, the Company purchased the assets and certain liabilities of Health Thru
Nature, Inc., a Texas corporation, and Mighty Power USA, L.C., a Texas limited
liability company. The acquisition of the assets of these two entities made the
Company a more complete direct marketing service organization.

Simultaneously with the Company's purchase of the assets of Heath Thru
Nature, Inc. and Mighty Power USA, L.C., (i) all of the issued and outstanding
stock of the Company was acquired by Mighty Power U.S.A., Inc. (GlobeNet's
predecessor in interest), and (ii) GlobeNet Inc., a Texas corporation, merged
into Mighty Power U.S.A., Inc. Following the merger, Mighty Power U.S.A., Inc.
changed its name to GlobeNet International I, Inc.

While the Company was (and is) a wholly owned subsidiary of GlobeNet,
the Company has always operated independently from its parent. The Company is
currently engaged in the business of direct marketing and sales of (i) a line of
17 products which are nutritional supplements and automobile and home care
products and (ii) service products in the United States through a network of
independent distributors. Historically, the nutritional products have accounted
for over 90% of the Company's sales, but it is anticipated that the service
products will become a significant portion of the Company's total sales in the
future. The Company has over 2,500 members in its direct marketing network (as
of September 30, 1998) which are located in the United States.

OFFICES

The Company offices are presently located at 9202 West Royal Lane,
Irving Texas 75063, where the Company leases approximately 15,000 square feet of
office/warehouse space at a rental

<PAGE> 8

rate of $6,000 per month. The Company's office lease expires on January 31,
1999. Due to a lack of needed property management services, the Company has
chosen not to renew its present lease. The Company is currently searching for
similar lease space, but somewhat smaller in size, in the same general area. The
Company does not manufacture any of the products that it sells, and it does not
have or need manufacturing facilities as it buys its products (custom designed
and manufactured) from a third party manufacturer.

DIRECT MARKETING NETWORK

Until recently, the Company and its distributor network focused the
majority of their marketing efforts on consumable products such as vitamins and
dietary supplements, skin creams, and automobile and home care (cleaning)
products. However, sales of these products have to be continually "resold" and
are traditionally cyclical in nature, with very little sales being made in the
months of August, December, and January.

Because of the cyclical nature of its product sales and the difficulty
in maintaining consistent monthly sales, in March 1998, the Company's management
made arrangements for its distributor network to begin marketing service
products such as Internet access service, long distance telephone service, and a
family benefit package in the latter portion of 1998. These service products,
once subscribed to by a customer, are not cyclical in nature and represent a
more stable source of cash flow for the Company and its distributor network. The
Company's distributor network began selling the service products as of December
1, 1998, and the results were better than expected. As a result of these service
product sales, the Company is starting to receive stable, reliable cash flow,
and it is anticipated that the service product income will continue to increase
at a rapid rate.

DISTRIBUTION OF SECURITIES OF THE COMPANY

The Company presently has outstanding 6,768,490 shares of Common Stock,
$0.001 par value (the "Common Stock"), which are held by GlobeNet. Thus, the
Company is currently a wholly-owned subsidiary of GlobeNet. (See "Information
Concerning GlobeNet".) Pursuant to this Prospectus, GlobeNet will distribute
such shares of Common Stock to GlobeNet stockholders as a dividend. Thereafter,
the Company will no longer be a subsidiary of GlobeNet and will be owned by the
persons and entities who were stockholders of record of GlobeNet as of June 5,
1998. On June 5, 1998, there were approximately 487 shareholders of record of
GlobeNet; therefore, the Company will have approximately 487 shareholders after
such distribution. Neither the Company nor GlobeNet will receive any proceeds
from the dividend distribution. (See "Distribution of Securities of the
Company".)

Certificates evidencing 6,768,490 shares of the Company will be
distributed to GlobeNet's stockholders of record as of June 5, 1998, by mail
within ten (10) business days after the date of this Prospectus on the basis of
l share of Company Common Stock for each 2 shares of GlobeNet Common Stock. (See
"Distribution of Securities of the Company".)

<PAGE> 9

INCOME TAX RAMIFICATIONS

The distribution (spin-off) of the Company's Common Stock to the
GlobeNet stockholders will constitute a dividend that is taxable to such
stockholders as ordinary income to the extent that GlobeNet has retained
earnings at the end of 1998. Under the applicable provisions of the General
Corporation Law of Delaware, GlobeNet's state of incorporation, the planned
distribution of Common Stock to GlobeNet's stockholders will constitute a
dividend to the extent of the par value of the Company's Common Stock, which is
$0.001 per share. This means that each stockholder of GlobeNet will recognize
his pro rata share of an aggregate $6,768.49 dividend distribution (6,768,490
shares of Common Stock x $0.001). If the aggregate par value of the Common Stock
($6,768.49) exceeds GlobeNet's retained earnings, the excess over retained
earnings will not be included in the taxable income of the GlobeNet
stockholders, but will reduce their basis in the Company's Common Stock that
they receive (but not below zero).

Since there is not currently an active trading market for the Company's
Common Stock nor is there a readily ascertainable market value, the Company's
position is that on the date of the distribution of the Common Stock to the
GlobeNet stockholders, it will have a value of $0.001 for purposes of the
distribution.

For further information regarding the federal income tax consequences
of the dividend distribution, see "Federal Income Taxes".

USE OF PROCEEDS

Neither the Company nor GlobeNet will receive any proceeds from the
dividend distribution.

MANAGEMENT

The directors and the senior officers of the Company are Forrest E.
Watson, Ed.D. and Everett Sparks. Dr. Watson is also a director of GlobeNet at
the present time, but plans to resign as a director of GlobeNet immediately
following the approval of this Prospectus. (See "Management of the Company"
herein.)

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
the Financial Statement and related Notes attached to this Prospectus as
Attachment "A". The following table summarizes certain selected historical
financial data concerning the Company

<PAGE> 10

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
-------------------------------- --------------------------------
1998 1997 1997 1996
----------- ----------- ------------ -----------

<S> <C> <C> <C> <C>
STATEMENT OF OPERATION DATA:
Sales $ 1,043,110 $ 1,335,877 $ 1,641,068 $ 2,806,271
Net income (loss) from operations $ (202,613) $ (5,414) $ (62,775) $ (215,922)
Forgiveness of inter-company debt $ 483,941 $ -- $ -- $ --
Net income (loss) $ 281,328 $ (5,414) $ (62,775) $ (215,922)
Income (loss) per share $ 0.04 $ (0.00) $ (0.01) $ (0.03)
Weighted average shares outstanding 6,768,490 6,768,490 6,768,490 6,768,490
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------

<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents $ 85,481 $ 155,987
Working capital (unaudited) $ 62,775 $ (228,646)
Total assets $ 541,973 $ 663,046
Retained earnings (deficit) $ 209,027 $ (72,301)
Total shareholders' equity $ 309,027 $ 27,699
</TABLE>

THE COMPANY

The Company was incorporated under the laws of the State of Texas on
April 10, 1995, with 100,000 shares of $0.01 par value Common Stock authorized.
The Company was reincorporated in the State of Nevada on December 31, 1998, with
50,000,000 shares of $0.001 par value Common Stock authorized and 20,000,000
shares of $0.001 par value Preferred Stock authorized. The Company is currently
engaged in the business of direct marketing and sales of (i) a line of 17
products which are nutritional supplements and automobile and home care products
and (ii) service products. The costs of this distribution are estimated at
$50,000.00 (organizational costs, accounting and attorneys' fees and other costs
associated with the distribution of the Company's Common Stock) and are being
paid by GlobeNet. The Company's offices are located at 9202 West Royal Lane,
Irving, Texas 75063, and its telephone number is (972) 929-2900.

In 1997, the Company crossed a critical period in its operations by
surviving loss of a large number of its sales associates. Unfortunately, the
Company's distributor network was raided and approximately 60% of the leadership
members in the network were lost, along with many of the leaders' down line
network personnel. Prior to the raid, the Company had more than 5,000
distributors. Following this loss of distributors, sales were sufficient to
cover all cash expenses, but certain accruals (such as additional compensation
to officers) has not yet been paid. From the low ebb of 2,000 distributors at
the beginning of 1998, the Company had recovered to a level of more than 2,800
distributors as of September 30, 1998.

<PAGE> 11

At the end of 1997, the Company addressed several issues that they
believed would help them recruit and retain sales associates. The most
significant of these were (a) the decision to add new products to its product
line, and (b) the decision to provide a greater support base for sales
associates. Since March 1998, more effort and resources of the Company have gone
to the development and acquisition of service products (that can be marketed by
the Company's distributor network) than was given to sales of consumable
products and recruitment of distributors. As a result, overall sales did not
increase as rapidly as one would like. However, on December 1, 1998, the
Company's distribution network began selling the following service products: (a)
Internet access service; (b) long distance telephone service; and (c) a family
benefit package. The amount of sales of the service products were greater than
expected by the Company's management, and it is anticipated that at some point
the sale of service products will be the largest source of revenue for the
Company.

The new products have given the Company's sales associates the
ability to sell additional products to their existing customer base as well as
provided new ways to gain introductions to potential customers and potential
sales associates. The greater support now being given provides the sales
associates with a greater feeling of comfort, knowing that their support needs
and requirements will be met, without question, by the Company's corporate
office staff. The initial results have shown that these adjustments/changes are
working well. Sales for the first nine months of 1998, ending on September 30,
1998, are down 21.9% over the same period for 1997, but the Company believes
that this decline in sales was brought on by the Company focusing the majority
of its efforts on the development and acquisition of service products that
generate stable cash flow (not traditional direct marketing cyclical cash flow)
during most of 1998, as sales have increased at a rapid rate during the month of
December 1998. The Company believes that the new focus on service products, in
conjunction with sales of existing product lines, will result in a net profit
for the calendar year 1999.

OWNERSHIP OF THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK DUE TO
CERTAIN FACTORS WHICH CREATE UNCERTAINTY AS THE COMPANY'S ABILITY TO MAINTAIN
VIABLE OPERATIONS WITHOUT OBTAINING ADDITIONAL OPERATING CAPITAL OR OTHER
FINANCIAL RESOURCES. PRIOR TO INVESTING IN THE COMPANY'S COMMON STOCK, INVESTORS
SHOULD CAREFULLY CONSIDER AND EVALUATE THE MATTERS DISCUSSED BELOW IN "RISK
FACTORS" WHICH MAKE THE COMPANY'S COMMON STOCK A HIGHLY SPECULATIVE INVESTMENT.

RISK FACTORS

The Common Stock of the Company should be considered an investment
involving a high degree of risk. Factors which holders and prospective
purchasers of Common Stock should weigh carefully include the following:

1. POTENTIAL INADEQUACY OF CAPITAL. As of September 30, 1998, the
Company only has $85,481 cash available for operating funds. This sum may very
well be inadequate for all product

<PAGE> 12

purchases and payroll requirements that the Company will encounter in the
conduction of its business following the spin-off of the Company from GlobeNet.
Further, if GlobeNet was not paying for all of the expenses incident to the
registration and distribution of the Company's Common Stock as set forth in this
Prospectus, and said expenses were the responsibility of the Company, it would
harm the Company as it would further deplete an already low level of operating
funds. Additionally, the Company will now have to bear all of its operational
expenses such as accounting fees and legal fees which are currently being borne
by GlobeNet. Further, following the spin-off, the Company will be required to
operate on its own as a fully reporting public company and pay all of the
additional accounting and legal fees specifically associated with being a fully
reporting public company.

In order to be truly viable, the Company will have to obtain additional
working capital in the form of a substantial line of credit loan or equity
infusion, and increase its sales markedly. There are no assurances that
additional capital would be available or, if available, could be obtained
without the issuance of additional equity securities with a resultant dilution
in the equity of the holders of Common Stock, or that financing could be
arranged, if at all, on terms favorable to the Company. Further, there is no
assurance that the Company will be able to increase its sales volume to the
extent needed to maintain viable operations.

2. DEPENDENCE ON OFFICERS AND DIRECTORS. The Company will be
substantially dependent upon the experience and knowledge of its two principal
officers and directors, Forrest E. Watson, Ed.D. and Everett Sparks. The loss to
the Company of either or both of such persons could be expected to be
detrimental to the Company. The Company has entered into written employment
agreements with Dr. Watson (who will serve as the Company's President and
Treasurer) and Mr. Sparks (who will serve as the Company's Vice President and
Chief Financial Officer and Secretary) for the calendar year 1999. Under the
terms of the Employment Agreements, Dr. Watson and Mr. Sparks will act in the
above-stated capacities without cash compensation until the Company is
profitable. (See "Remuneration" and "Stock Bonus Plan" under "Management of the
Company" and "Certain Transactions" herein.)

3. ABSENCE OF TRADING MARKET FOR THE COMMON STOCK. No market for
trading the Common Stock currently exists and there is no assurance that a
market ever will develop or, should such ever be established, that it will be
maintained. The Common Stock does not now, and may never, qualify for listing on
any securities exchange. In the absence of an over-the-counter market in the
Company's Common Stock, or listing on an exchange, holders of the Common Stock
will be unable to sell their securities through usual and customary stock
brokerage channels and may be unable to determine the value of their securities.

4. RESTRICTIONS ON SALES OF COMMON STOCK OF THE COMPANY BY AFFILIATES.
Persons who are deemed "affiliates" of the Company under the rules and
regulations of the Securities and Exchange Commission may not sell their shares
of Common Stock of the Company otherwise than in accordance with all of the
requirements of Rule 144 of the General Rules of the Securities and Exchange
Commission, as promulgated under the Securities Act of 1933, as amended. Said
Rule 144 restricts the time, amount, and manner in which affiliates may sell
their Common Stock. Both Dr. Watson and Mr. Sparks are affiliates of the
Company. Additionally, due to his ownership of 53.67% of the Common Stock,
Clinton H. Howard is considered to be an affiliate of the Company, and he
will be in a position to control the Company and its management.

<PAGE> 13

5. MARKETING NETWORK. In 1997, the Company lost approximately 50% of
its distribution network to its competitors (the number of distributors went
from 5,204 to 2,720). This loss weakened the Company financially by reducing its
income. The loss of these distributors further damaged the Company financially
by requiring it to incur additional expenses necessary to rebuild its
distributor network. The Company was only able to meet all of its cash needs in
1997 by deferring officers' salaries, and there is no certainty that the
Company's income will be sufficient to cover all of its operating costs and
rebuild its distributor network. Further, while none is currently anticipated,
as with any network marketing business, the Company may suffer another loss of a
significant portion of its distribution network in the future.

6. ADDITIONAL COSTS OF PUBLIC COMPANY. The Company will be faced with
the responsibility of paying for all of the additional accounting and legal fees
and management expense specifically associated with being a fully reporting
public company.

DISTRIBUTION OF SECURITIES OF THE COMPANY

BACKGROUND AND REASONS FOR DISTRIBUTION

The Board of Directors of GlobeNet decided to spin-off the stock of the
Company to the stockholders of GlobeNet for the purpose of benefitting its
stockholders. The Board of Directors of GlobeNet and the management of the
Company believe that GlobeNet and the Company will be more effective as separate
entities in attracting new distributors and promoting sales of their respective
products. If the Company prove to be successful, the stockholders of GlobeNet
will have an equity interest in two publicly held direct marketing companies.

METHOD OF DISTRIBUTION AND SUBSEQUENT TRADING

Certificates representing the 6,768,490 shares of the Company's Common
Stock will be distributed by mail within ten (10) business days after the date
of this Prospectus to holders of GlobeNet Common Stock of record on June 5,
1998. On that date, GlobeNet had slightly less than 500 stockholders of record.
Therefore, the Company will have the same number of stockholders of record after
the distribution. The dividend will be distributed on the basis of 1 share of
Common Stock of the Company for each 2 shares of the Common Stock of GlobeNet.
No exchange of shares, payment, or other action by holders of GlobeNet Common
Stock will be required. Common Stock of the Company will be distributed to the
nearest number of whole shares (rounding up). No fractional shares will be
issued.

A copy of this Prospectus will be mailed to each GlobeNet stockholder
of record as of June 5, 1998. Copies of this Prospectus will also be mailed to
brokers and dealers who are known to trade or make a market in the Common Stock
of GlobeNet and to other brokers and dealers who may reasonably be expected to
trade or make a market in the Common Stock of the Company. However, the Company
does not anticipate that an active market for the Common Stock will develop
within

<PAGE> 14

the foreseeable future. The likelihood of the Company's Common Stock being
traded in any particular market cannot be predicted. In the absence of an active
trading market, the Company's stock will be a relatively illiquid investment.
GlobeNet does not intend to make a market in the Company's Common Stock after
the distribution.

DIVIDENDS

The Company has not paid any cash dividends on its Common Stock and
does not anticipate paying any such dividends in the foreseeable future.

FEDERAL INCOME TAXES

GlobeNet will report the distribution of the Company's Common Stock as
a distribution subject to the provisions of Section 301 of the United States
Internal Revenue Code of 1986, as amended (the "Code"). GlobeNet will recognize
gain as a result of the distribution to the extent the fair market value of the
Common Stock exceeds the adjusted basis of such Common Stock in the hands of
GlobeNet. GlobeNet will recognize no loss as a result of the distribution.

DIVIDENDS TAXED AS ORDINARY INCOME

In the opinion of T. Alan Owen & Associates, P.C., counsel to GlobeNet,
holders of GlobeNet Common Stock will be taxed on the dividend distribution as
ordinary income to the extent of GlobeNet's current and accumulated earnings and
profits, computed as of the close of the tax year during which the distribution
occurs. A portion of the distribution, if any, which exceeds a GlobeNet's
current and accumulated earnings and profits will reduce a stockholder's
adjusted basis in his GlobeNet Common Stock, but not below zero. To the extent
of any such reduction in basis, the distribution would not be currently taxable.
If the amount of the distribution would have the effect of reducing a
stockholder's adjusted basis in his GlobeNet Common Stock below zero, the excess
will be treated as a gain from the sale or exchange of property. If the GlobeNet
Common Stock is a capital asset in the hands of the stockholder, the gain will
be a capital, either long-term or short-term, depending on whether the
stockholder has held his GlobeNet Common Stock for more than six months.

Non-corporate stock owners will be treated as having received a
distribution equal to the fair market value at the date of the distribution of
the Common Stock they receive. Corporate stock owners will generally be treated
as having received a distribution in an amount equal to the lesser of (i)
GlobeNet's adjusted basis in the Common Stock immediately prior to the
distribution (which will be approximately $0.001 per share), increased by the
amount of any gain recognized by GlobeNet on the distribution, or (ii) the fair
market value of the Common Stock on the date of the distribution. However,
corporate stockholders may be entitled to the dividends-received deduction,
which would generally allow them a deduction, subject to certain limitations,
from their gross income of 80 percent of the amount of the dividend.

<PAGE> 15

A non-corporate stockholder's tax basis in the Common Stock will equal
the fair market value of the Common Stock on the date of the distribution and a
corporate stockholder's tax basis in the Common Stock will generally equal the
lesser of the fair market value of the Common Stock on the date of the
distribution or the adjusted basis of the Common Stock in the hands of GlobeNet
immediately prior to the distribution, increased in the amount of any gain
recognized to GlobeNet on the distribution.

The holding period of a corporate stockholder of GlobeNet will commence
on the date of the distribution. If gain is recognized on the distribution by
GlobeNet, as will be the case if the fair market value of the Common Stock
distributed exceeds it suggests basis, a corporate stockholder's holding period
will begin on the date of the distribution.

If gain is not recognized by GlobeNet on the distribution and the basis
of the Common Stock in the hands of the corporate stockholder is determined
under code section 301(d)(2)(B), then (except for gain from certain sales or
exchanges of stock in foreign corporations) such corporate stockholder will not
be treated as holding the Common Stock distributed during any period before the
date on which such corporate stockholder's holding period in his Common Stock
began.

In the absence of a trading market for the Common Stock, "fair market
value" is to be calculated in accordance with Internal Revenue Service Revenue
Ruling 59-60, 1959-1C.B.237, which sets forth certain factors for such a
determination (for example, the nature of the business, its history, the general
economic outlook, book value of the Company, earnings capacity, dividend paying
capacity, existence of goodwill, and recent sales of Company shares). Neither
GlobeNet nor the Company will advise the stockholders what the "fair market
value" of the Common Stock will be on the distribution date. Each stockholder
must make his own determination. GlobeNet intends to send to stockholders,
however, I.R.S. Form 1099 (DIV) which will indicate the approximation of
GlobeNet of the value of the dividend distribution.

The preceding discussion is a general summary of current federal income
tax consequences of the dividend distribution as presently interpreted, and a
stockholder's particular tax consequences may vary depending on his individual
circumstances. Stockholders are encouraged to consult their own tax counsel
concerning the treatment of the distribution on their income tax returns.

As a result of the Tax Reform Act of 1986, for a non-corporate
taxpayer, there will be no preferential tax treatment of long-term capital
gains. The distinction between short-term and a long-term capital gains will
still exist, but all gains will be taxed as ordinary income.

<PAGE> 16

CAPITALIZATION

The following table shows the capitalization of the Company on June 5,
1998, and as adjusted to reflect issuance of the Bonus Stock to be issued
pursuant to this Prospectus.

<TABLE>
<CAPTION>
OUTSTANDING AS ADJUSTED (1)
----------- ---------------

<S> <C> <C>
Preferred stock, $.001 par value; authorized
20,000,000 shares: none issued -- --

Common Stock, par value $0.001, $ 6,768.00 $ 7,268.00
50,000,000 shares authorized,
6,768,490 and 7,268,490
issued and outstanding

Paid in capital 93,232.00 93,732.00
</TABLE>

<PAGE> 17

SELECTED FINANCIAL DATA

The following table sets forth selected financial information. Such
information has been derived from the financial statement of the Company as of
September 30, 1998, and for the two previous years ended on December 31, 1996
and 1997. This information should be read in conjunction with the Financial
Statements and Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------------ ------------------------------
1998 1997 1997 1996
----------- ----------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues:
Sales $ 1,043,110 $ 1,335,877 $ 1,641,068 $ 2,806,271
Cost of sales 233,774 231,043 269,926 530,577
----------- ----------- ----------- -----------

Gross profit 809,336 1,104,834 1,371,142 2,275,694
----------- ----------- ----------- -----------

Operating expenses:
General and administrative 491,245 487,955 632,044 953,441
Distributor commissions 477,334 587,296 739,246 1,499,035
Interest 11,339 15,710 21,375 12,859
Depreciation and amortization 32,031 19,287 41,252 26,281
----------- ----------- ----------- -----------

Total operating expenses 1,011,949 1,110,248 1,433,917 2,491,616
----------- ----------- ----------- -----------

Net income (loss) from operations (202,613) (5,414) (62,775) (215,922)

Inter-company debt forgiveness 483,941 -- -- --
----------- ----------- ----------- -----------

Net income (loss) before income taxes 281,328 (5,414) (62,775) (215,922)

Income taxes -- -- -- --
----------- ----------- ----------- -----------

Net income (loss) $ 281,328 $ (5,414) $ (62,775) $ (215,922)
=========== =========== =========== ===========

Earnings per share:
Income (loss) per share $ 0.04 $ (0.00) $ (0.01) $ (0.03)
=========== =========== =========== ===========

Weighted average shares outstanding 6,768,490 6,768,490 6,768,490 6,768,490
=========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1998 1997
---- ----

</TABLE>

<PAGE> 18

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

LIQUIDITY AND CAPITAL RESOURCES

While the Company is in business and is not a "development stage"
company, it only has $148,256 cash for operating funds, and, as explained in
"Risk Factors" above, this may not be sufficient working capital for the Company
to survive.

RESULTS OF OPERATIONS

During the fiscal year ending on December 31, 1996, the Company
significantly increased its sales by adding approximately 1500 new distributors
to its marketing network. This caused a large growth in total sales and an
increase in inventory. In 1996, the Company had sales of $2,806,271, and had a
net loss of $215,922.

During the fiscal year ending on December 31, 1997, the Company
experienced steep decline in sales that was caused primarily by a large number
of sales associates breaking off from the Company to form their own direct
marketing company. In 1997, the Company had sales of $1,641,068, and had a net
loss of $62,775. The loss in 1997 can be attributed to the Company taking on
sufficient fixed overhead to properly handle its 1996 sales volume and having an
unexpected, precipitous drop in total sales. However, the company reorganized
certain functions and responsibilities relating to sales and sales support.
After the drastic drop in sales occurred and leveled out, sales started to
increase slowly near the end of 1997. Although the Company was accruing certain
expenses relating to its debt and employment contracts with its two principals,
the Company covered its cash requirements for operations.

During the first nine months of 1998, the Company's sales were
relatively level, but showed signs of increasing at the end of that period. The
rebuilding of the Company's marketing network in 1997 was starting to show some
returns in the form of increased marketing and recruiting. From January 1 to
September 30, 1998, the Company had sales of $1,043,110 and had a net
operational loss of $202,613. The Company posted a net profit of $281,328 due to
$483,941 in debt forgiveness. The Company's management believes that sales will
continue to increase in the last three months of 1998, and that it will show a
smaller (proportionately) operational loss in such period. Additionally, the
Company's management believes that the Company will report a small net profit
for 1999.

<PAGE> 19

MANAGEMENT OF THE COMPANY

The following table identifies the officers and directors of the
Company.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------

<S> <C> <C>
Forrest E. Watson, Ed.D. 63 President and Treasurer

Everett Sparks 49 Vice President and Secretary
</TABLE>

Forrest E. Watson, Ed.D. Dr. Watson has served 34 years as a
Superintendent of public school systems with responsibility for annual budgets
in excess of $75,000,000. During his years of acting as a school system
Superintendent, Dr. Watson supervised over $400,000,000 in school construction.
Dr. Watson has served as the Chairman of the Board of the Company since the date
of its formation. Also, Dr. Watson presently serves as a director of GlobeNet,
but plans to resign as a director of GlobeNet immediately following the approval
of this Prospectus.

Everett Sparks. Mr. Sparks has worked in the financial side of the
oil and gas production and marketing industry for approximately 10 years, and a
portion of his duties were economic forecasting and the building of economic
models.

The term of office of a director of the Company ends at the next
annual meeting of the Company's stockholders or when his successor is elected
and qualifies. The term of office of an officer of the Company ends at the
annual meeting of the Board of Directors expected to take place immediately
after the next annual meeting of the stockholders, or when his successor is
elected and qualifies.

REMUNERATION

The Company has authorized the issuance, effective as of the date of
this Prospectus, of 225,000, 225,000, and 50,000 shares of the Company's Common
Stock to Forrest E. Watson, Ed.D., Everett Sparks, and T. Alan Owen &
Associates, P.C., respectively, pursuant to the Company's Stock Bonus Plan. Dr.
Watson and Mr. Sparks, the Company's two principal executive officers, have
agreed with the Company that they will perform their agreed upon duties for no
cash compensation from the date of this Prospectus until the Company is
profitable, and have agreed to perform such duties for the entire calendar year
of 1999 for only the Common Stock described above, if necessary. The Company has
paid no other remuneration to its officers or directors, and, except as
disclosed herein, does not anticipate the payment of other remuneration until
the Company becomes profitable in its business.

STOCK BONUS PLAN

On December 15, 1998, the Board of Directors of the Company adopted
a Stock Bonus Plan for the purpose of employing persons to work for the Company
without cash payment for services

<PAGE> 20

and for incentive to perform well. Under the terms of such Plan, the Board of
Directors is empowered to award Common Stock of the Company as compensation to
employees of the Company, including the officers and independent contractors.
The plan authorizes the Board of Directors to administer the Plan in its sole
discretion, but permits an award of no more than 750,000 shares of Common Stock
in any one year period. The Plan may be amended or terminated by the Board of
Directors, but such amendment or termination cannot abrogate existing rights in
the plan, and, with respect to any increase in the amount of stock to be
awarded, requires approval of a majority of the stockholders of the Company.

PRIOR EXPERIENCE OF MANAGEMENT

The Company's President and Treasurer, Forrest E. Watson, Ed.D., has
experience in the operation of a publicly held and traded Company. Dr. Watson
acted as the Chairman of the Board of Directors and C.E.O. of Mighty Power
U.S.A., Inc. from April 1995 to March 1997, the effective date of the merger of
GlobeNet, Inc., a Texas corporation, into Mighty Power U.S.A., Inc. (GlobeNet's
predecessor in interest).

The Company's Vice President and Secretary, Everett Sparks, has
acted as a financial consultant to various private companies, concerning their
operational and functional activities for approximately 15 years. Additionally,
Mr. Sparks has worked in the oil and gas industry as an investor and a
consultant for approximately 18 years.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by Nevada law, the Company's bylaws provide that the
Company will indemnify its directors and officers against expense and
liabilities they incurred to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been Company
directors or officers unless, in any such action, they are judged to do have
acted with gross negligence or willful misconduct. Insofar as indemnification
for liabilities arising under the securities act of 1933, as amended, may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.

CERTAIN TRANSACTIONS

On December 15,1998, the Company entered into Employment Contracts
with Forrest E. Watson, Ed.D. and Everett Sparks for a one year term, beginning
on January 1, 1999, without cash compensation. Under the terms of such
Employment Contracts, the Company agreed to include such persons under the
Company's Stock Bonus Plan and issue 225,000 shares of the Company's $0.001 par
value Common Stock to each of them immediately upon the date of this Prospectus.

The law firm of T. Alan Owen & Associates, P.C. has received legal
fees of $5,000.00 for services rendered in connection with the preparation of
the Registration Statement of which this Prospectus forms a part and will be
paid an additional $5,000.00 upon the date of this Prospectus.

<PAGE> 21

The Company also presently intends that T. Alan Owen & Associates, P.C. will
render legal services to the Company in connection with the Company's business
to be conducted in the future, and has agreed to issue 50,000 shares of the
Company's Common Stock to this law firm under the terms of the Company's Stock
Bonus Plan. However, as stated above, the law firm of T. Alan Owen & Associates,
P.C. will perform services for the Company in the capacity of a third party,
independent contractor, not as the Company's employee.

GlobeNet, the Company's parent, is paying all of the costs and
expenses of this offering, estimated to be approximately $50,000, without any
right to reimbursement, for the Company.

PRINCIPAL SECURITY HOLDERS OF THE COMPANY

After issuance of 500,000 shares of Common Stock under this
Prospectus pursuant to the Stock Bonus Plan of the Company (to Forrest E.
Watson, Ed.D., Everett Sparks, and T. Alan Owen & Associates, P.C.), and the
distribution as a dividend of the 6,768,490 shares of the Common Stock of the
Company by GlobeNet, the following persons will be the persons known to the
Company to own 5% or more, beneficially or of record, of the Common Stock, and
by all officers and directors of the Company as a group:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

<TABLE>
<CAPTION>
BENEFICIAL OWNER (1) AMOUNT % OF CLASS
- -------------------- ------ ----------

<S> <C> <C>
Clinton H. Howard 3,900,928 (2) 53.67%
3917 Fox Glen Dr.
Irving, TX 75062

Penny Slinger Hills, Trustee 702,002 9.66%
Hills 1988 Living Trust
910 Herman Gulch Road
Boulden Creek, CA 95006

Penny Slinger Hills, Trustee 40,704 0.56%
Hills Survivors Trust
910 Herman Gulch Road
Boulden Creek, CA 95006

Dr. M. G. Robertson 500,000 6.88%
977 Centerville Turnpike
Virginia Beach, VA 23463
</TABLE>

<PAGE> 22

SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
BENEFICIAL OWNER (1) AMOUNT % OF CLASS
- -------------------- ------ ----------

<S> <C> <C>
Forrest E. Watson, Ed.D. 225,000 3.10%

Everett Sparks 225,000 3.10%
</TABLE>

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

(1) All shares owned directly are owned beneficially and of record, and such
Stockholder has sole voting, investment, and dispositive power, unless otherwise
noted.

(2) Includes 57,633 shares owned of record by Mr. Howard's wife.

* Clinton H. Howard, the President and Chairman of the Board of GlobeNet, owns
53.67% of the issued and outstanding common stock of GlobeNet (if 115,266 shares
of GlobeNet stock owned by Mr. Howard's wife are counted).

As a result, following the distribution of the Common Stock of the
Company to the GlobeNet stockholders, Mr. Howard will control a majority of the
Company's Common Stock. However, Mr. Howard has represented that he has no
intention of actively participating in the management of the Company and does
not plan to be an officer or director of the Company. Further, Mr. Howard has
represented that he plans to donate a significant portion of his stock in the
Company to charity and liquidate the balance over time.

LITIGATION

The Company is currently engaged in a legal proceeding (the
"Lawsuit") that has been filed in Dallas County Court at Law No. 3, Dallas,
Texas, styled "Harry C. Liversage v. Great Xpectations Marketing, Inc. and
Mighty Power U.S.A., Inc.", Cause No. cc-98-06854-c, in which the Plaintiff is
claiming damages for alleged injuries sustained on the job and for wrongful
termination. In the opinion of the Company's attorneys, T. Alan Owen &
Associates, P.C., the Lawsuit is without merit because Texas is an employment
"at will" state and the Plaintiff's allegations of injuries are believed to be
spurious.

Other than the Lawsuit, the Company is not engaged in any litigation
or similar proceeding, nor, to the knowledge of the Company, is any pending,
threatened, or anticipated.

<PAGE> 23

DESCRIPTION OF SECURITIES OF THE COMPANY

COMMON STOCK

General. The Company's authorized capital stock consists of
50,000,000 shares of Common Stock, $0.001 par value, and 20,000,000 shares of
Preferred Stock, $1.00 par value. Holders of the Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors out of funds
legally available therefor. The Company has not paid any dividends on its Common
Stock and does not anticipate paying dividends for the foreseeable future. In
the event of liquidation, holders are the Common Stock are entitled to a
proportionate share of any distribution of Company assets after the payment of
liabilities. Holders of the Common Stock do not have preemptive rights. Each
share of Common Stock is entitled to one vote, and cumulative voting is not
permitted in the election of directors. All of the issued and outstanding shares
are Common Stock are, and the shares being offered hereby will be, upon
issuance, fully paid and non-assessable.

Certain Voting Requirements. The affirmative vote of the holders of
a majority are of the shares present at a stockholders' meeting, at which a
quorum is present, generally constitutes stockholder approval or authorization
of matters for which such approval or authorization is required. A sale or
transfer of substantially all of the Company's assets, liquidation, merger,
consolidation, reorganization, or similar extraordinary corporate event
generally requires the affirmative vote of a majority of the shares issued and
entitled to vote thereon.

Elimination or Limitation of Liability of Directors. The Company's
Articles of Incorporation contains the elimination or limitation of liability of
directors permitted by Nevada law. It provides that a director shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, but shall be liable (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for approving the payment of a dividend or a stock
repurchase or redemption prohibited by the laws of the State of Nevada, and (iv)
for any transaction from which the director derived an improper personal
benefit.

A director of a corporation organized and existing under the laws of
the State of Nevada owes such corporation and its stockholders certain fiduciary
duties. Nevada law directs that a director owes fiduciary duties to his
corporation and it stockholders to act in the best interest of such corporation
with undivided and unselfish loyalty and to use that amount of care in the
management of such corporation's business which ordinary, careful, and prudent
men would use in similar circumstances in the handling of their own affairs.
More specifically, the duty of loyalty requires a director to place the
interests of the corporation ahead of his personal or other business interests.

The principal effect of the limitation of liability of the directors
of the Company is that stockholders will not have a cause of action for monetary
damages against a director for breach of fiduciary duty, including grossly
negligent business decisions by a director of the Company. However, such
limitation of liability provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of directors fiduciary
duty.

<PAGE> 24

IN ANY CASE, THE LIMITATION OF LIABILITY OF DIRECTORS PROVISION
CONTAINED IN THE COMPANY'S ARTICLES OF INCORPORATION WILL NOT LIMIT A DIRECTOR'S
LIABILITY FOR A VIOLATION, OR VIOLATIONS, OF FEDERAL SECURITIES LAWS.

The directors of the Company have a personal interest in seeing the
limitation of liability of directors provisions included in the Articles of
Incorporation of the Company, at the potential expense of the Company's
stockholders. Because the Company does not intend to maintain liability
insurance covering its directors, the Company will incur a significant increase
in liability exposure, or a greater risk to the Company's assets and equity. The
potential effect of this increase in liability exposure is that the Company may
incur a monetary loss as a result of a director's violation of his duty of care
or duty of loyalty and may be unable to recoup such losses from the director.
Any loss so incurred would reduce the equity of the Company and could result in
a decline in the market value, if any, of the Common Stock held by the Company's
stockholders.

TRANSFER AGENT

The Company has retained Fidelity Transfer Company, 1800 SW Temple,
Suite 301, Salt Lake City, Utah 84115, as the transfer agent for the Common
Stock of the Company.

LEGAL MATTERS

The law firm of T. Alan Owen & Associates, P.C., 1112 East Copeland
Road, Suite 420, Arlington, Texas 76011, has acted as legal counsel for GlobeNet
and the Company in connection with the Registration Statement of which this
Prospectus forms a part and related matters.

EXPERTS

The financial statements of the Company as of December 31, 1997 and
for the years ended December 31, 1997 and 1996, as included herein, have been
examined by Swalm, Thomas & Associates, PLLC, independent certified public
accountants, as stated in its report appearing herein, and those financial
statements are included in reliance upon the report of such accounting firm
(appearing elsewhere herein) and upon its authority as an expert in auditing and
accounting.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 under the Securities Act of 1933, for this
Offering. This Prospectus does not contain all the information in the
Registration Statement and its exhibits, which documents may be inspected and
copied at the Public Reference Section of the Securities and Exchange Commission
at 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such materials may
be obtained from the Public Reference Section of the Securities and Exchange
Commission at prescribed rates.

<PAGE> 25

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page

<S> <C>
Independent Accountants' Report F-2

Financial Statements

Balance Sheets as of September 30, 1998 (unaudited) and December 31, 1997 F-3

Statements of Operations for nine months ended September 30, 1998 and 1997
(unaudited) and for the years ended December 31, 1997 and 1996 F-4

Statements of Shareholders' Equity for the nine months ended September 30, 1998
(unaudited) and for the years ended December 31, 1997 and 1996 F-5

Statements of Cash Flows for the nine months ended September 30, 1998 and 1997
(unaudited) and for the years ended December 31, 1997 and 1996 F-6

Notes to Financial Statements F-7
</TABLE>

All other schedules and financial statements are omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.

F-1

<PAGE> 26

INDEPENDENT AUDITORS' REPORT

Board of Directors
Great Xpectations Marketing, Inc.
Dallas, Texas

We have audited the accompanying balance sheets of Great Xpectations Marketing,
Inc. as of December 31, 1997, and the related statements of operations,
shareholders' equity and cash flows for the two year period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 and schedules. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for
our opinions.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Great Xpectations Marketing,
Inc. as of December 31, 1997 and the results of their operations and their cash
flows for the two year period ended December 31, 1997, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

SWALM, THOMAS & ASSOCIATES, PLLC

Dallas, Texas
December 23, 1998

F-2
<PAGE> 27

GREAT XPECTATIONS MARKETING, INC.

BALANCE SHEETS
SEPTEMBER 30, 1998 (UNAUDITED) AND DECEMBER 31, 1997

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash $ 85,481 $ 155,987
Accounts receivable, net of allowance
for doubtful accounts 8,094 15,670
Accounts receivable - affiliate 100,000 100,000
Notes Receivable -- --
Inventory 102,146 135,044
Prepaid expenses -- --
--------- ---------

Total current assets 295,721 406,701

Property and equipment, net of depreciation 96,096 97,140

Goodwill, net of accumulated amortization 120,877 125,780

Other assets 29,279 33,425
--------- ---------

$ 541,973 $ 663,046
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable, trade $ 23,176 $ 15,102
Accrued expenses 207,570 249,455
Due to affiliate -- 352,262
Notes payable - related parties 2,200 18,528
--------- ---------

Total current liabilities 232,946 635,347
--------- ---------

Shareholders' equity:
Preferred stock, $.001 par value; authorized
20,000,000 shares: none issued -- --
Common stock, $.001 par value; authorized
50,000,000 shares; outstanding 6,768,490 shares 6,768 6,768
Paid in capital 93,232 93,232
Retained earnings (deficit) 209,027 (72,301)
--------- ---------

309,027 27,699
--------- ---------

$ 541,973 $ 663,046
========= =========
</TABLE>

See notes to financial statements.

F-3

<PAGE> 28

GREAT XPECTATIONS MARKETING, INC.

STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

Gross profit 809,336 1,104,834 1,371,142 2,275,694
----------- ----------- ----------- -----------

Total operating expenses 1,011,949 1,110,248 1,433,917 2,491,616
----------- ----------- ----------- -----------

Net income (loss) from operations (202,613) (5,414) (62,775) (215,922)

Inter-company debt forgiveness 483,941 -- -- --
----------- ----------- ----------- -----------

Net income (loss) before income taxes 281,328 (5,414) (62,775) (215,922)

Income taxes -- -- -- --
----------- ----------- ----------- -----------

Net income (loss) $ 281,328 $ (5,414) $ (62,775) $ (215,922)
=========== =========== =========== ===========

Earnings per share:

Income (loss) per share $ 0.04 $ (0.00) $ (0.01) $ (0.03)
=========== =========== =========== ===========

Weighted average shares outstanding 6,768,490 6,768,490 6,768,490 6,768,490
=========== =========== =========== ===========
</TABLE>

See notes to financial statements.

F-4

<PAGE> 29

GREAT XPECTATIONS MARKETING, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
Common Stock Total
------------------------- Paid In Retained Shareholders'
Shares Amount Capital Earnings Equity
--------- --------- --------- -------- -------------

<S> <C> <C> <C> <C> <C>
Balances, December 31, 1995 6,768,490 6,768 268,238 (219,746) 55,260

Stock issuances / contributions -- -- 203,800 -- 203,800
Net Loss -- -- -- (215,922) (215,922)
--------- --------- --------- --------- ---------

Balances, December 31, 1996 6,768,490 6,768 472,038 (435,668) 43,138

Contributions -- -- 300 -- 300
Net Income - three months ended
March 31, 1997 -- -- -- 9,526 9,526
Acquisitions / reverse merger -- -- (379,106) 426,142 47,036
Net Loss -nine months ended
December 31, 1997 -- -- -- (72,301) (72,301)
--------- --------- --------- --------- ---------

Balances, December 31, 1997 6,768,490 6,768 93,232 (72,301) 27,699

Net Income (unaudited) -- -- -- 281,328 281,328
--------- --------- --------- --------- ---------

Balances, September 30, 1998 (unaudited) 6,768,490 $ 6,768 $ 93,232 $ 209,027 $ 309,027
========= ========= ========= ========= =========
</TABLE>

See notes to financial statements.

F-5

<PAGE> 30

GREAT XPECTATIONS MARKETING, INC.

STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) AND
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
-------------------------- --------------------------
1998 1997 1997 1996
--------- --------- --------- ---------
(unaudited) (unaudited)

<S> <C> <C> <C> <C>
Cash flow from operating activities:
Net income (loss) from operations $ 281,328 $ (5,414) $ (62,775) $(215,922)
Adjustments to reconcile loss to net cash
provided by (used for) operations:
Depreciation and amortization 32,031 19,287 41,252 26,281
Forgiveness of inter-company debt (483,941) -- -- --
Change in assets and liabilities:
Accounts receivable 7,576 339 (1,752) 81
Notes receivable -- 14,983 14,983 (14,983)
Prepaid assets -- 3,286 3,286 382
Inventory 32,899 17,847 (8,284) (91,557)
Other assets (903) -- -- (8,216)
Accounts payable 8,074 (21,410) (54,349) 33,965
Accrued expenses 46,303 72,586 91,621 137,408
--------- --------- --------- ---------

Cash provided by (used for)
operating activities (76,633) 101,504 23,982 (132,561)
--------- --------- --------- ---------

Cash flow from investing activities:
Cash acquired by merger -- 14,581 14,581 --
Purchase of furniture and equipment (21,036) (12,865) (12,865) (38,275)
--------- --------- --------- ---------

Cash provided by (used for)
investing activities (21,036) 1,716 1,716 (38,275)
--------- --------- --------- ---------

Cash flow from financing activities:
Equity contributions -- -- -- 202,300
Inter-company advances 27,163 (50,640) 197,688 --
Payment on note payable -- -- (100,000) --
Proceeds of notes payable -- -- -- 2,200
--------- --------- --------- ---------

Cash provided by (used for)
financing activities 27,163 (50,640) 97,688 204,500
--------- --------- --------- ---------

Net increase (decrease) in cash (70,506) 52,580 123,386 33,664

Cash, beginning of year 155,987 32,601 32,601 (1,063)
--------- --------- --------- ---------

Cash, end of year $ 85,481 $ 85,181 $ 155,987 $ 32,601
========= ========= ========= =========
</TABLE>

See notes to financial statements

F-6

<PAGE> 31

GREAT XPECTATIONS MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

1. HISTORY:

Effective November 1, 1995 Seven Oaks Farms, Ltd. ("Seven Oaks") merged with
Mighty Power, Inc. ("MPI") The merger, a purchase under Accounting Principles
Board Opinion 16, was accounted for as a reverse merger with MPI being the
acquirer. Seven Oaks then changed its name to Mighty Power USA, Inc.
("Mighty Power").

Effective April 1, 1997, Mighty Power merged with GlobeNet Inc. (the "merger").
The transaction, a purchase under Accounting Principles Board Opinion 16, has
been accounted for as a reverse merger with GlobeNet Inc. being the acquirer. In
connection with this transaction, the GlobeNet, Inc. changed it name to GlobeNet
International I, Inc. ("GNI").

Concurrent with the merger, an affiliate GNI, Great Xpectations Marketing, Inc.
("GXI"), acquired all the assets and liabilities of two other affiliates of the
Company, Health Thru Nature, Inc. ("HTN") and Mighty Power USA L. C. ("MPLC")
for $100,000 in notes payable. GNI then purchased all the outstanding common
stock of GXI for an additional $100,000 note payable. These transactions were
also accounted for as purchases.

As a result of these transactions, GXI (the "Company"), became a wholly-owned
subsidiary of GNI consisting of the assets, liabilities and operations of GXI,
Mighty Power, HTN, and MPLC. The Company is engaged in the marketing of
nutritional supplements and personal care products.

On July 28, 1998, GNI announced its intention to separate GXI from its network
marketing business through a spin-off to its shareholders ("the Distribution").
The Company's Board of Directors voted to approve, in principal, the
Distribution subject to other approvals and consents and satisfactory
implementation of the arrangements for the Distribution. The Company intends to
consummate the Distribution effective June 30, 1998, through a special dividend
to its stockholders of one share of GXI common stock for each two shares of
Company common stock.

The Company was originally organized in Texas on April 10, 1995. In August 1998
the Company redomiciled to Nevada and changed its capital structure to authorize
20,000,000 shares of $1.00 par vale common stock and 50,000,000 shares of $.001
par value common stock. Issued and outstanding common stock was adjusted to
6,768,490 shares effective on that date. All share and per share amounts have
been retroactively adjusted to reflect this change.

The financial statements present the financial position, results of operations
and cash flows of GXI as if it were formed as a separate entity of GNI for all
periods presented. GNI's historical basis in the assets and liabilities of GXI
has been carried over to the financial statements. All material inter-company
transactions and balances between GNI and GXI have been eliminated. GXI's
balance due to GNI for inter-company transactions has been forgiven by GNI
resulting in gain on forgiveness to GXI of $483,941.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

REVENUE RECOGNITION - The Company sells its products through a network of
independent distributors. The Company recognizes revenue upon sale to its
distributors and records an allowance for sales returns.

F-7

<PAGE> 32

GREAT XPECTATIONS MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

INVENTORIES - Inventories, consisting of finished goods held for resale,
work-in-process and raw materials are stated at the lower of cost of market.

CASH EQUIVALENTS - For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost.
Depreciation and amortization are being provided over the estimated useful lives
of the related assets, principally on the straight-line and declining balance
methods, ranging from three to seven years.

The company reviews its property and other noncurrent assets for impairment when
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Impairment is measured as the amount by which the carrying
amount of the asset exceeds the fair market value of the asset less disposal
costs.

ACCOUNTING ESTIMATES - The preparation of financial statements, in conformity
with generally accepted accounting principles, requires management to make
estimates and assumptions that effect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

INCOME TAXES - The Company has adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes". SFAS 109 requires
an asset and liability approach to financial accounting for income taxes. In the
event differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities result in deferred tax assets, SFAS 109
requires an evaluation of the probability of being able to realize the future
benefits indicated by such assets. A valuation allowance is provided for a
portion or all deferred tax assets when there is an uncertainty regarding the
Company's ability to recognize the benefits of the assets in future years.

GOODWILL - Goodwill represents the excess cost over fair value of assets
acquired and is being amortized using the straight line method over 20 years.
The carrying value of goodwill is periodically reviewed by the Company for
impairment based on expected future undiscounted operating cash flows of the
related business unit. If it is determined that impairment has occurred, any
excess will be charged to operations.

EARNINGS (LOSS) PER SHARE - Earnings (loss) per share (EPS) are calculated in
accordance with Statement of Financial Accounting Standards No. 128 (SFAS 128),
"Earnings per Share", which was adopted in 1997 for all years presented. Basic
EPS is computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding during the period. Diluted
EPS is not presented since it would be anti-dilutive.

Credit Risk - The Company's trade accounts receivable arise in the normal course
of business and primarily relate to sales of its products to its distributor
network throughout the United States, Canada and its overseas licensees. Such
receivables are unsecured. The company performs ongoing credit evaluations of
the entities from whom such accounts are receivable. The Company places its cash
investments in high credit quality institutions and limits the amount of credit
exposure to any one institution.

F-8

<PAGE> 33

GREAT XPECTATIONS MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

FINANCIAL INSTRUMENTS - The carrying value of cash and cash equivalents,
accounts receivable and payable, accrued liabilities and notes payable
approximate fair value due to the short-term maturities of these assets and
liabilities. Fair value of long-term debt is estimated based on interest rates
for the same or similar debt offered to the Company having the same or similar
maturities and collateral requirements.

3. BASIS OF PRESENTATION:

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern; they do not include any adjustments that may
be necessary relating to the recoverability of recorded asset amounts and
classification of recorded asset and liabilities. The going concern basis of
might not be appropriate since the Company has incurred substantial operating
losses in recent years and the period ended September 30, 1998.

The ability of the Company to continue as a going concern is dependant on the
Company's ability to achieve profitable operations and obtain additional equity
or long-term financing.

The Company is having preliminary discussions with potential investors regarding
additional equity capital. In addition, the Company plans to continue seeking
additional products or lines of business that will add volume to its business
without adding significant overhead costs.

4. INVENTORIES:

At September 30, 1998 and December 31, 1997 inventories consist of the
following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997

<S> <C> <C>
Finished goods $ 102,145 $ 135,044
Packaging materials and other -- --
--------- ---------

Total $ 102,145 $ 135,044
========= =========
</TABLE>

F-9

<PAGE> 34

GREAT XPECTATIONS MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

5. PROPERTY AND EQUIPMENT:

At September 30, 1998 and December 31, 1997 property and equipment consist of
the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997

<S> <C> <C>
Furniture, fixtures and equipment $ 31,916 $ 24,519
Computer equipment and software 100,729 87,151
Leasehold improvements 13,976 13,915
--------- ---------

Total property and equipment 146,621 125,585
Less accumulated depreciation and amortization (50,525) (28,445)
--------- ---------

Net property and equipment $ 96,096 $ 97,140
========= =========
</TABLE>

6. GOODWILL:

At September 30, 1998 and December 31, 1997 and 1996 Goodwill recorded as a
result of the acquisitions of GXI and HTN are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997

<S> <C> <C>
Great Xpectations Marketing, Inc. $ 79,170 $ 79,170
Health thru Nature, Inc. 51,511 51,511
Accumulated amortization (9,804) (4,901)
--------- ---------

Net Goodwill $ 120,877 $ 125,780
========= =========
</TABLE>

7. ACCRUED EXPENSES:

At September 30, 1998 and December 31, 1997 and 1996, accrued expenses consist
of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997

<S> <C> <C>
Sales and other taxes $ 205,916 $ 159,613
Payroll -- 40,000
Interest -- 33,188
Other 1,654 16,654
--------- ---------

Total $ 207,570 $ 249,455
========= =========
</TABLE>

In connection with the spin-off, accrued interest on certain obligations was
assumed by GNI and is included in gain from forgiveness of inter-company
balances on the September 30, 1998 Statement of Operations.

F-10

<PAGE> 35

GREAT XPECTATIONS MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1997 AND 1996

8. NOTES PAYABLE:

At September 30, 1998 and December 31, 1997 and 1996 notes payable consist of
the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997

Demand notes payable - related parties $ -- $ 16,328
Other 2,200 2,200
-------- --------

$ 2,200 $ 18,528
======== ========
</TABLE>

In connection with the spin-off , the $16,328 obligation was assumed by GNI and
is included in gain from forgiveness of inter-company balances on the September
30, 1998 Statement of Operations.

9. COMMITMENTS:

The Company leases its office and warehouse space under an operating lease
expiring February 1999. The Company has not extended the term of its lease or
secured alternate space.

The Company has employment agreements with two key employees calling for payment
for services for one year beginning with the effective date of the Company's
registration statement with 550,000 shares in company common stock.

In 1998 the Company adopted a stock bonus plan reserving 750,000 shares of
common stock for possible award to employees of the Company. As of the date of
this report no shares had been awarded under this plan.

10. INCOME TAXES:

Deferred tax assets resulting from net operating loss carry-forwards have not
been recorded as there is doubt about the Company's ability to use them during
the carry-forward period. Therefore such deferred tax assets have been fully
offset by a valuation allowance.

11. CONTINGENCIES:

From time to time the Company is involved in various legal matters arising in
the normal course of business. In the opinion of Management, such matters will
not have a material effect on the financial position of the Company.

F-11

<PAGE> 36

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada General Corporation Law provides that a corporation has the
power to (i) indemnify directors, officers, employees, and agents of the
Corporation against judgments, fines, and amounts paid in settlement in
connection with suits, actions, and proceedings against certain expenses
incurred by such parties if specified standards of conduct are met; and (ii)
purchase and maintain insurance on behalf of any of the foregoing parties
against liabilities incurred by such parties in the foregoing capacities. The
Bylaws of the Company provide for indemnification of its officers and directors
to the full extent permitted under Nevada law. In addition, such instrument
contains a mandatory general authorization provision to the effect that expenses
incurred by a director or officer in defending such inaction, suit, or
proceeding shall be paid in advance of the final disposition thereof upon
receipt of an undertaking to repay such amount if each yell ultimately be
determined to that he is not entitled to be indemnified by the company. (See
item 17(c) below for a discussion of the position of the securities and exchange
commission with respect to indemnification for securities act liabilities.)

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission $ 2
Transfer Agents and Registrar's Fees 1,000
Accounting Fees 37,748
Legal Fees 10,000
Printing Expenses 750
Miscellaneous 500
--------

Total $ 50,000
========
</TABLE>

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

All of such fees will be borne by GlobeNet International I, Inc., the
parent corporation of registrant.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

On December 31, 1998, the Company issued 500,000 shares of its $0.001
par value common stock to Everett Sparks, Forrest E. Watson, and T. Alan &
Associates, P.C., in consideration of the agreement to perform work for the
Company in the future.

The Company relied on Section 4(2) of the Securities Act of 1933, as
amended, for an exemption from the registration requirements of such Act.
Additionally, the Company obtained a signed representation from Mr. Sparks, Dr.
Watson, and T. Alan Owen & Associates, P.C., of their intent to acquire the
common stock of the company for the purpose of investment only and not for
purpose of the subsequent distribution thereof. The certificates representing
the common stock issued to Mr. Sparks and Dr. Watson have been impressed with a
legend restricting transfer of the securities represented thereby, and the
Company will issue stop transfer instructions to American

II-1

<PAGE> 37

Registrar & Transfer Company, Salt Lake City, Utah, the transfer agent for the
Common Stock of the Company, concerning the certificates representing the shares
of Common Stock of the Company issued to Mr. Sparks and Dr. Watson.

ITEM 27. EXHIBITS.

The following is a list of all the exhibits and financial statement
schedules filed as part of this registration statement:

Exhibits:

1. Not applicable.

2. Not applicable.

3.1. Articles of Incorporation of the Company, as filed on
December 31, 1998 with the Secretary of State of
Nevada.

3.2. Bylaws of the Company.

4. Selected provisions of the Articles of Incorporation
of the Company that define the rights of the holders
of the Common Stock of the Company being registered
under this Registration Statement.

5. Opinion of T. Alan Owen & Associates, P.C., 1112 East
Copeland Road, Suite 420, Arlington TX 76011,
regarding the legality of the securities being
registered under this Registration Statement.

6. Not applicable.

7. Not applicable.

8. Tax opinion of T. Alan Owen & Associates, P.C., 1112
East Copeland Road, Suite 420, Arlington TX 76011.

9. Not applicable.

10.1. Employment Contract between the Company and Forrest
E. Watson.

10.2. Employment Contract between the Company and Everett
Sparks.

10.3. Employment Contract between the Company and T. Alan
Owen & Associates, P.C.

10.4. Stock Bonus Plan.

11. Not applicable.

12. Not applicable.

II-2

<PAGE> 38

13. Not applicable.

14. Not applicable.

15. Not applicable.

16. Not applicable.

17. Not applicable.

18. Not applicable.

19. Not applicable.

20. Not applicable.

21. Not applicable.

22. Not applicable.

23. Not applicable.

24.1. The consent of T. Alan Owen & Associates, P.C.,
Arlington, Texas, to the use of its opinion with
respect to the legality of the securities covered by
this Registration Statement and to the use of its tax
opinion, and to the references to such firm in the
Prospectus filed as part of this Registration
Statement.

24.2. The consent of Swalm, Thomas & Associates, PLLC,
Certified Public Accountants, to the use of the
financial statement of the Company prepared by such
firm and to the references to such firm in the
Prospectus filed as a part of this Registration
Statement.

25. Not applicable.

26. Not applicable.

27. Not applicable.

28. Not applicable.

29. Not applicable.

Financial statement schedules:

None.

II-3

<PAGE> 39

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 Irving,
State of Texas, on December 31, 1998.

GREAT XPECTATIONS MARKETING, INC.,
a Nevada corporation

By: /s/ FORREST E. WATSON
--------------------------------------
Forrest E. Watson, 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 indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

<S> <C> <C>
/s/ FORREST E. WATSON
- -----------------------------
Forrest E. Watson President and December 31, 1998
Treasurer and
Director

/s/ EVERETT SPARKS
- -----------------------------
Everett Sparks Vice President December 31, 1998
and Secretary and
Director
</TABLE>

II-4

<PAGE> 40

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBERS DESCRIPTION
- ------- -----------

<S> <C>
1. Not applicable.

2. Not applicable.

3.1. Articles of Incorporation of the Company, as filed on December 31, 1998 with the
Secretary of State of Nevada.

3.2. Bylaws of the Company.

4. Selected provisions of the Articles of Incorporation of the Company that define
the rights of the holders of the Common Stock of the Company being registered
under this Registration Statement.

5. Opinion of T. Alan Owen & Associates, P.C., 1112 East Copeland Road, Suite 420,
Arlington TX 76011, regarding the legality of the securities being registered
under this Registration Statement.

6. Not applicable.

7. Not applicable.

8. Tax opinion of T. Alan Owen & Associates, P.C., 1112 East Copeland Road, Suite
420, Arlington TX 76011.

9. Not applicable.

10.1. Employment Contract between the Company and Forrest E. Watson.

10.2. Employment Contract between the Company and Everett Sparks.

10.3. Employment Contract between the Company and T. Alan Owen & Associates, P.C.

10.4. Stock Bonus Plan.

11. Not applicable.

12. Not applicable.
</TABLE>

<PAGE> 41

<TABLE>
<S> <C>
13. Not applicable.

14. Not applicable.

15. Not applicable.

16. Not applicable.

17. Not applicable.

18. Not applicable.

19. Not applicable.

20. Not applicable.

21. Not applicable.

22. Not applicable.

23. Not applicable.

24.1. The consent of T. Alan Owen & Associates, P.C., Arlington, Texas, to the use of
its opinion with respect to the legality of the securities covered by this
Registration Statement and to the use of its tax opinion, and to the references to
such firm in the Prospectus filed as part of this Registration Statement.

24.2. The consent of Swalm, Thomas & Associates, PLLC, Certified Public Accountants, to
the use of the financial statement of the Company prepared by such firm and to the
references to such firm in the Prospectus filed as a part of this Registration
Statement.

25. Not applicable.

26. Not applicable.

27. Not applicable.

28. Not applicable.

29. Not applicable.
</TABLE>

<PAGE> 1
EXHIBIT 3.1

ARTICLES OF INCORPORATION

GREAT XPECTATIONS MARKETING, INC.

The undersigned, a natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the laws of the State of
Nevada, hereby adopts the following Articles of Incorporation for such
corporation:

ARTICLE ONE

The name of the corporation is Great Xpectations Marketing, Inc.

ARTICLE TWO

The period of the corporation's duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are to
engage in and transact any or all lawful business for which corporations may be
incorporated under the laws of the State of Nevada.

ARTICLE FOUR

The total authorized capital stock of the corporation is:

50,000,000 shares of common stock, with a par value of $0.001
per share

20,000,000 shares of preferred stock, with a par value of
$0.001 per share

ARTICLES OF INCORPORATION -- Page 1
GX-AOI (GX Spin-Off)

<PAGE> 2
such voting powers (whether full or limited, or no voting
powers) and such designations, powers, preferences, and
relative, participating, optional, redemption, conversion,
exchange, or other special rights, and such qualifications,
limitations, or restrictions thereof, as shall be stated in
the resolution or resolutions providing for the issuance of
such series adopted by the Board of Directors, and the Board
of Directors is hereby expressly vested with the authority, to
the full extent now or hereafter provided by law, to adopt any
such resolution or resolutions. Each share of any series of
preferred stock shall be identical with all other shares of
such series, except as to the date from which dividends, if
any, shall accrue.

ARTICLE FIVE

The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000.00), consisting of money, labor done, or property actually
received.

ARTICLE SIX

Directors shall be elected by majority vote. Cumulative voting shall
not be permitted.

ARTICLE SEVEN

The street address of the initial registered office of the corporation
is One East First Street, Reno, Nevada 89501, and the name of its initial
registered agent at such address is The Corporation Trust Company.

ARTICLE EIGHT

The number of directors constituting the initial Board of Directors is
two (2); however, thereafter the Bylaws shall fix the number of directors. The
names and addresses of the persons who will serve as the directors until the
first annual meeting of the shareholders, or until their successors are elected
and qualified are:

<TABLE>
<CAPTION>
Name Address
<S> <C>
Forrest E. Watson 9202 West Royal Lane
Irving, Texas 75063

Everett S. Sparks 9202 West Royal Lane
Irving, Texas 75063
</TABLE>

ARTICLES OF INCORPORATION -- Page 2
GX-AOI (GX Spin-Off)

<PAGE> 3

ARTICLE NINE

The name and address of the incorporator is:

<TABLE>
<CAPTION>
Name Address
<S> <C>
T. Alan Owen 1112 East Copeland Road
Suite 420
Arlington, Texas 76011
</TABLE>

ARTICLE TEN

No holder of any stock of the corporation shall be entitled as a matter
of right to purchase or subscribe for any part of any stock of the corporation
authorized by these Articles or of any additional stock of any class to be
issued by reason of any increase in the authorized stock of the corporation, or
of any bonds, certificates of indebtedness, debentures, warrants, options, or
other securities convertible into any class of stock of the corporation, but any
stock authorized by these Articles or any such additional authorized stock or
securities convertible into any stock may be issued and disposed of by the Board
of Directors to such persons, firms, corporations, or associations for such
consideration and upon such terms and in such manner as the Board of Directors
may in its discretion determine without offering any thereof on the same terms
or on any terms to the shareholders then of record or to any class of
shareholders, provided only that such issuance may not be inconsistent with any
provision of law or with any of the provisions of these Articles.

ARTICLE ELEVEN

The initial Bylaws shall be adopted by the Board of Directors. The
Board of Directors may amend or repeal the Bylaws or adopt new Bylaws, unless:
(1) these Articles of Incorporation or the Nevada corporate laws reserve the
power exclusively to the shareholders in whole or in part; or (2) the
shareholders in amending, repealing, or adopting a particular bylaw expressly
provide that the Board of Directors may not amend or repeal that bylaw. Unless
these Articles of Incorporation or a bylaw adopted by the shareholders provides
otherwise as to all or some portion of the corporation's Bylaws, the
corporation's shareholders may amend, repeal, or adopt the corporation's Bylaws
even though the Bylaws may also be amended, repealed, or adopted by the Board of
Directors.

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ARTICLE TWELVE

A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any act or omission in
his capacity as a director, except to the extent otherwise expressly provided by
a statute of the State of Nevada. Any repeal or modification of this Article
shall be prospective only, and shall not adversely affect any limitation of the
personal liability of a director of the corporation existing at the time of the
repeal or modification.

IN WITNESS WHEREOF, I have hereunto set my hand, this 18th day of
December, 1998.

/s/ T. ALAN OWEN
------------------------------------
T. Alan Owen

THE STATE OF TEXAS )
)
COUNTY OF TARRANT )

BEFORE ME, the undersigned authority, on this day personally appeared
T. ALAN OWEN, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of December, 1998.

/s/ JOANN R. COX
-------------------------------------
Notary Public in and for
The State of Texas

My Commission Expires:
9-18-2000
- ----------------------

<PAGE> 1
EXHIBIT 3.2

BYLAWS

GREAT XPECTATIONS MARKETING, INC.

ARTICLE I

OFFICES

Section 1. The principal office shall be located in the City of Irving,
County of Dallas, State of Texas.

Section 2. The corporation may also have offices at such other places
within or without the State of Texas or the State of Nevada as the Board of
Directors may from time to time determine, or as the business of the corporation
may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Meetings of the shareholders shall be held at such place
within or without the State of Texas or the State of Nevada as shall be
specified in the notice of the meeting or in a waiver thereof.

Section 2. An annual meeting of the shareholders, commencing in the
year 1999, shall be held on December 15 of each year, unless such day is a legal
holiday, in which case such meeting shall be held at the specified time on the
first business day thereafter which is not a legal holiday. At such meeting the
shareholders entitled to vote thereat shall elect by a majority vote a Board of
Directors, and may transact such other business as may properly be brought
before the meeting.

Section 3. Special meetings of the shareholders may be called: (1) by
the Chairman of the Board of Directors, the President, or the Board of
Directors; or (2) by the holders of at least ten percent (10%) of the shares
entitled to vote at the proposed special meeting, unless the Articles of
Incorporation provide for a number of shares greater than or less than ten
percent (10%), in which event special meetings of the shareholders may be called
by the holders of at least the percentage of shares so specified in the Articles
of Incorporation. The record date for determining shareholders entitled to call
a special meeting is the date the first shareholder signs the notice of that
meeting.

Section 4. Written or printed notice stating the place, day, and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor
more than sixty (60) days

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before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each shareholder at his address as it appeared on the stock transfer
books of the corporation with postage thereon prepaid.

Section 5. Any notice required to be given to any shareholder, under
any provision of Nevada Corporation Law, the Articles of Incorporation, or these
Bylaws, need not be given to the shareholder if (1) notice of two consecutive
annual meetings and all notices of meetings held during the period between those
annual meetings, if any, or (2) all (but in no event less than two) payments (if
sent by first class mail) of distributions or interest on securities during a
12-month period have been mailed to that person, addressed at his address as
shown on the records of the corporation, and have been returned undeliverable.
Any action or meeting taken or held without notice to such a person shall have
the same force and effect as if the notice had been duly given and, if the
action taken by the corporation is reflected in any articles or document filed
with the Secretary of State, those articles or that document may state that
notice was duly given to all persons to whom notice was required to be given. If
such a person delivers to the corporation a written notice setting forth his
then current address, the requirement that notice be given to that person shall
be reinstated.

Section 6. Only business within the purpose or purposes described in
the notice of any special meeting of shareholders may be conducted at such
special meeting.

Section 7. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
shareholders except as otherwise provided in the Articles of Incorporation. If,
however, a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person, or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which may have been transacted at the meeting as
originally notified.

Section 8. The vote of the holders of a majority of the shares entitled
to vote and represented at a meeting at which a quorum is present shall be the
act of the shareholders' meeting, unless the vote of a greater number is
required by law or by the Articles of Incorporation.

Section 9. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy. Each proxy shall be revocable unless the
proxy form conspicuously states that the proxy is irrevocable and

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the proxy is coupled with an interest.

Section 10. The officer or agent having charge of the stock transfer
books shall make, at least ten (10) days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address and the
number of shares held by each, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the registered office of the
corporation, and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any such meeting of
shareholders.

Section 11. Any action required by law to be taken at a meeting of the
shareholders, or any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.

ARTICLE III

DIRECTORS

Section 1. (a) The number of directors of the corporation shall be not
less than one (1) nor more than nine (9). The directors shall be elected at the
annual meeting of shareholders, except as provided in Sections 2, 3, 4, or 5 of
this Article III, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be residents of the State
of Nevada or Texas or shareholders of the corporation.

(b) Any director may be removed with cause by the affirmative
vote of the holders of a majority of the shares represented at any shareholders'
meeting at which a quorum is present; provided, that the proposed removal is
stated in the notice of the meeting.

Section 2. Any vacancy occurring in the Board of Directors shall be
filled in accordance with Section 5 of this Article III or may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.

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Section 3. A directorship to be filled by reason of an increase in the
number of directors may be filled in accordance with Section 5 of this Article
III or may be filled by the Board of Directors for a term of office continuing
only until the next election of one (1) or more directors by the shareholders;
provided, that the Board of Directors may not fill more than two (2) such
directorships during the period between any two (2) successive annual meetings
of the shareholders.

Section 4. Notwithstanding Sections 2 and 3 above, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Articles of Incorporation, any vacancies in
such directorships and any newly created directorships of such class or series
to be filled by reason of an increase in the number of such directors shall be
filled in accordance with the provisions of Nevada Corporation Law.

Section 5. Any vacancy occurring in the Board of Directors or any
directorship to be filled by reason of an increase in the number of directors
may be filled by election at an annual or special meeting of shareholders called
for that purpose.

Section 6. The business and affairs of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.

Section 7. Meetings of the Board of Directors, regular or special, may
be held either within or without the State of Texas or the State of Nevada.

Section 8. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, providing a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such a first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

Section 9. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

Section 10. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors or the President, and shall be called by
the Secretary on the written request of two directors. Written notice of
special meetings of

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the Board of Directors shall be given to each director at least three (3) days
before the date of the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

Section 11. A majority of the directors shall constitute a quorum for
the transaction of business, and the act of the majority of the directors
present at the meeting at which a quorum is present shall be the act of the
Board of Directors, unless a greater number is required by the Articles of
Incorporation or elsewhere in these Bylaws. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 12. The Board of Directors, by resolution adopted by a majority
of the whole Board, may designate one or more directors to constitute an
executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
corporation except as otherwise provided by law. Vacancies in the membership of
any such committee shall be filled by the Board of Directors at a regular or
special meeting of the Board of Directors. The committees shall keep regular
minutes of their proceedings and report the same to the Board when required. The
designation of such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.

Section 13. Any action required or permitted to be taken at a meeting
of the Board of Directors or any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors or committee, as the case may be.

ARTICLE IV

NOTICES

Section 1. Notices to directors and shareholders shall be in writing,
shall specify the time and place of the meeting, and shall be delivered
personally or mailed to the directors or shareholders at their addresses
appearing on the books of the corporation. Notice by mail shall be deemed to be
given at the time when same shall be mailed. Notice to directors may also be
given by telegram.

Section 2. Whenever any notice is required to be given to any
shareholder or director under the provisions of any laws or of the Articles of
Incorporation or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be

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equivalent to the giving of such notice.

Section 3. Attendance of a director at a meeting shall constitute a
waiver of notice of such a meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall consist of a President
and a Secretary, and may include one or more Vice Presidents, a Treasurer, and a
Chairman of the Board, each of whom shall be elected by the Board of Directors.
Any two or more offices may be held by the same person.

Section 2. The Board of Directors, at its first meeting after each
annual meeting of shareholders, shall choose a President and a Secretary and may
choose one or more Vice Presidents and a Treasurer, none of whom need be a
member of the Board, and may appoint one of their number Chairman of the Board.

Section 3. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors.

Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgement the best interests
of the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Any vacancy
occurring in any office of the corporation by death, resignation, removal, or
otherwise shall be filled by the Board of Directors.

Chairman of the Board and President

Section 6. The Board of Directors may designate whether the Chairman of
the Board, if such an officer shall have been appointed, or the President, shall
be the chief executive officer of the corporation. In the absence of a contrary
designation, the Chairman of the Board shall be the chief executive officer. The
chief executive officer shall preside at all meetings of the shareholders and
the Board of Directors, and shall have such other powers and duties as usually
pertain to such office or as may be delegated by the Board of Directors. The
President shall have such powers and duties as usually pertain to such office,
except as the

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same may be modified by the Board of Directors. If the Board of Directors shall
not have appointed a Treasurer, then all the duties and powers set forth in
Sections 11 through 14 of this Article V to be performed or exercised by such an
officer shall be performed or exercised by the President. Unless the Board of
Directors shall otherwise delegate such duties, the President shall have general
and active management of the business of the corporation, and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

Section 7. The President shall execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed, and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.

Vice President

Section 8. The Vice Presidents, if any such officers shall have been
appointed, in the order of their seniority, unless otherwise determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President. They shall perform
such other duties and have such other powers as the Board of Directors shall
prescribe.

Secretary

Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders, and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President, under whose supervision he shall be. He shall keep in safe
custody the seal of the corporation, and, when authorized by the Board of
Directors, affix the same to any instrument requiring it, and, when so affixed,
it shall be attested by his signature or the signature of the Treasurer, an
Assistant Secretary, or an Assistant Treasurer.

Section 10. The Assistant Secretaries, if any such officers shall have
been appointed, in the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability or the Secretary,
perform the duties and exercise the power of the Secretary. They shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

Treasurer

Section 11. The Treasurer, if such an officer shall have been
appointed, shall have the custody of the corporate funds and

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securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

Section 12. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer, and of the financial condition of the
corporation.

Section 13. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the corporation.

Section 14. The Assistant Treasurers, if any such officers shall have
been appointed, in the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer. They shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

ARTICLE VI

CERTIFICATE FOR SHARES

Section 1. The corporation shall deliver certificates representing all
shares to which shareholders are entitled; and such certificates shall be signed
by the President and a Vice President, the Secretary, or an Assistant Secretary
of the corporation, and may be sealed with the seal of the corporation or a
facsimile thereof. No certificate shall be issued for any share until the
consideration therefor has been fully paid. Each certificate representing shares
shall state upon the face thereof that the corporation is organized under the
laws of the State of Nevada, the name of the person to whom issued, the number
and class and the designation of the series, if any, which such certificate
represents, and the par value of each share represented by such certificate or a
statement that shares are without par value.

Section 2. The signature of the President and a Vice President, the
Secretary, or an Assistant Secretary, as the case may be, upon a certificate may
be facsimiles. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such

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certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of the issuance.

Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 4. Upon surrender to the corporation, or the transfer agent of
the corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive a distribution by the corporation (other than a
distribution involving a purchase or redemption by the corporation of any of its
own shares) or a share dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty (60) days, and, in the case of a meeting of shareholders, not
less than ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive a distribution (other than a distribution
involving a purchase or redemption by the corporation of any of its own shares)
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.

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When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of stock transfer books and the stated period of closing has
expired.

Section 6. Distributions of cash or property (tangible or intangible)
made or payable by the corporation, whether in liquidation or from earnings,
profits, assets, or capital, including all distributions that were payable but
not paid to the registered owner of the shares, his heirs, successors, or
assigns but that are now being held in suspense by the corporation or that were
paid or delivered by it into an escrow account or to a trustee or custodian,
shall be payable by the corporation, escrow agent, trustee, or custodian to the
person registered as owner of the shares in the corporation's stock transfer
books as of the record date determined for that distribution as provided in
Section 5 of this Article VI, his heirs, successors, or assigns. The person in
whose name the shares are or were registered in the stock transfer books of the
corporation as of the record date shall be deemed to be the owner of the shares
registered in his name at that time. Neither the corporation nor any of its
officers, directors, or agents shall be under any liability for making such a
distribution to a person in whose name shares were registered in the stock
transfer books as of the record date or to the heirs, successors, or assigns of
the person, even though the person, or his heirs, successors, or assigns, may
not possess a certificate for shares.

Section 7. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
distributions or share dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Nevada or these Bylaws.

Section 8. When shares are registered on the books of the corporation
in the names of two or more persons as joint owners with the right of
survivorship, after the death of a joint owner and before the time that the
corporation receives actual written notice that parties other than the surviving
joint owner or owners claim an interest in the shares or any distributions
thereon, the corporation may record on its books and otherwise effect the
transfer of those shares to any person, firm, or corporation (including that
surviving joint owner individually) and pay any distributions made in respect of
those shares, in each case as if the surviving joint owner or owners were the
absolute owner(s) of the shares. The corporation by permitting such a transfer
by and making any distribution to such a surviving joint owner or owners before
the receipt of written notice from other parties claiming an interest in those
shares or distributions is discharged from all liability for the transfer or
payment so made; provided, however, that the discharge of the corporation from
liability and the transfer of full legal and equitable title of the shares in no
way

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affects, reduces, or limits any cause of action existing in favor of any owner
of an interest in those shares or distributions against the surviving owner or
owners.

ARTICLE VII

GENERAL PROVISIONS

Section 1. The Board of Directors may authorize and the corporation may
(1) make distributions or (2) pay share dividends, subject to any restrictions
in its Articles of Incorporation and to the limitations set forth in the Nevada
Corporation Laws.

Section 2. The Board of Directors may by resolution create a reserve or
reserves out of its surplus or designate or allocate any part or all of surplus
in any manner for any proper purpose or purposes, and may increase, decrease, or
abolish any such reserve, designation, or allocation in the same manner.

Section 3. The Board of Directors must, when requested by the holders
of at least twenty five percent (25%) of the outstanding shares of the
corporation, present written reports of the situation and amount of business of
the corporation.

Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

Section 5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

Section 6. The corporate seal shall have inscribed thereon the name of
the corporation and may be in such form as the Board of Directors may determine,
and may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.

ARTICLE VIII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The corporation shall indemnify directors, officers, employees, and
agents of the corporation to the extent required by the Nevada Corporation Laws
and shall indemnify such individuals to the extent permitted by the Nevada
Corporation Laws. The corporation may purchase and maintain liability insurance,
or make other arrangements for such obligations or otherwise, to the extent
permitted by the Nevada Corporation Laws.

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ARTICLE IX

AMENDMENTS

The Board of Directors may amend or Repeal the Bylaws of the
corporation or adopt new Bylaws, unless: (1) the Articles of Incorporation or
the Nevada Corporation Laws reserves the power exclusively to the shareholders
in whole or in part; or (2) the shareholders in amending, repealing, or adopting
a particular bylaw expressly provide that the Board of Directors may not amend
or repeal that bylaw. Unless the Articles of Incorporation or a bylaw adopted by
the shareholders provides otherwise as to all or some portion of the Bylaws, the
shareholders may amend, repeal, or adopt the Bylaws even though the Bylaws may
also be amended, repealed, or adopted by the Board of Directors.

* * *

I certify that the foregoing is a true and correct copy of the
Bylaws of Great Xpectations Marketing, Inc., adopted by the Board of Directors
of said corporation on the 31st day of December, 1998.

/s/ EVERETT SPARKS
- -----------------------------------
Everett Sparks, Secretary

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EXHIBIT 4

ARTICLE FOUR

The total authorized capital stock of the corporation is:

50,000,000 shares of common stock, with a par value of $0.001
per share

20,000,000 shares of preferred stock, with a par value of
$0.001 per share

Such stock may be issued from time to time without action by
the shareholders for such consideration as may be determined,
from time to time, by the Board of Directors, and such shares
so issued shall be deemed fully paid stock, and the holders of
such stock shall not be liable for any further payments
thereon. Further, the preferred stock may be issued in one or
more series, from time to time, at the discretion of the Board
of Directors without shareholder approval, with each such
series to consist of such number of shares and to have such
voting powers (whether full or limited, or no voting powers)
and such designations, powers, preferences, and relative,
participating, optional, redemption, conversion, exchange, or
other special rights, and such qualifications, limitations, or
restrictions thereof, as shall be stated in the resolution or
resolutions providing for the issuance of such series adopted
by the Board of Directors, and the Board of Directors is
hereby expressly vested with the authority, to the full extent
now or hereafter provided by law, to adopt any such resolution
or resolutions. Each share of any series of preferred stock
shall be identical with all other shares of such series,
except as to the date from which dividends, if any, shall
accrue.

<PAGE> 1
EXHIBIT 5

[T. ALAN OWEN & ASSOCIATES, P. C. LETTERHEAD]

December 31, 1998

Board of Directors
Great Xpectations Marketing, Inc.
9202 West Royal Lane
Irving Texas 75063

Gentlemen:

We have acted as counsel to Great Xpectations Marketing, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement covers 6,768,490 shares of the $0.001 par value
Common Stock (the "Common Stock") of the Company.

As counsel for the Company, we have examined the original or copies
certified, or otherwise authenticated to our satisfaction, of the corporate
records of the Company and such other documents or certificates of public
officials as we have deemed necessary for the Opinion expressed herein.

In rendering the Opinion set forth herein, we have assumed (a) the
legal capacity of all natural persons, (b) the authenticity of all documents
submitted to us as originals, and (c) the conformity to original documents of
all documents submitted to us as copies.

Based upon our examination of such documents, materials, certificates,
and information as we had deemed appropriate or relevant for purpose of
delivering this Opinion, but subject to the qualifications set forth herein, we
are of the following opinion:

1. The Company is duly incorporated and validly existing and in good
standing under the laws of the State of Nevada.

2. The 6,768,490 shares of the common stock are validly issued,
fully paid, and non-assessable.

This Opinion is provided for the purpose of being filed with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
and, without our prior written consent, may not be relied upon by any person,
firm, or entity whatsoever other than you, your counsel, and your successors and
assigns.

<PAGE> 2

Board of Directors
Great Xpectations Marketing, Inc.
December 31, 1998
Page 2

We hereby consent to the use of this Opinion as an Exhibit to the
Registration Statement into the use of our name in the Prospectus forming a part
of the Registration Statement.

Sincerely,

T. ALAN OWEN & ASSOCIATES, P.C.

By: /s/ T. ALAN OWEN
--------------------------------------
T. Alan Owen

TAO/jac

<PAGE> 1
EXHIBIT 8

[T. ALAN OWEN & ASSOCIATES, P. C. LETTERHEAD]

December 31, 1998

Board of Directors
Great Xpectations Marketing, Inc.
9202 West Royal Lane
Irving, Texas 75063

Gentlemen:

We have acted as tax counsel to Great Xpectations Marketing, Inc., a
Nevada corporation (the "Company"), in connection with the preparation of the
"Federal Income Taxes" caption of the Prospectus forming part of the
Registration Statement on Form SB-2 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended.

The Registration Statement covers 6,678,490 shares of the $0.001 par
value Common Stock (the "Common Stock") of the Company.

The 6,768,490 shares of the Common Stock has been issued by the Company
to GlobeNet International I, Inc. ("GlobeNet") and will be distributed (the
"Distribution") to all holders of record on June 10, 1998 (the "Record Date"),
of Common Stock of GlobeNet on the effective date of the Registration Statement.

Holders of GlobeNet stock will not be charged or assessed for the
dividend stock. Neither GlobeNet nor the Company will receive any proceeds from
the offering. GlobeNet will report the distribution of stock as a distribution
subject to the provisions of Section 301 of the Internal Revenue Code of 1986,
as amended (the "Code").

For purposes of rendering the opinions hereinafter set forth, we have
examined (a) the Registration Statement and the Prospectus included as a part
thereof (the "Prospectus") and (b) such other documents and instruments as we
have deemed necessary or relevant. Based solely upon such examination and our
interpretation of existing Federal Income Tax Laws, Court Decisions, Treasury
Department Regulations, and Internal Revenue Service Rulings, we are of the
opinion that Federal Income Tax consequences to the distributees of the Common
Stock will be as follows:

1. Under Section 311(b) of the Code, GlobeNet will recognize gain
as a result of the Distribution to the extent that the fair
market value of the Common Stock distributed exceeds its
adjusted basis in the hands of GlobeNet. For this purpose,
GlobeNet will

<PAGE> 2

Board of Directors
Great Xpectations Marketing, Inc.
December 31, 1998
Page 2

be treated as though it had sold the Common Stock to its
stockholders at its fair market value. On the other hand, if the
fair market value of the Common Stock is less than its adjusted
basis in the hands of GlobeNet, GlobeNet will recognize a loss
as a result of the distribution.

2. The Distribution will be taxable to GlobeNet's stockholders
pursuant to Section 301 of the Code.

3. With respect to a non-corporate distributee, the amount of the
Distribution will be the fair market value of the Distribution
to such distributee determined as of the date of the
Distribution. Under Sections 301(c) and 316(a) of the Code, the
amount of the Distribution will be a dividend to the extent the
Distribution is made out of GlobeNet's current and accumulated
earnings and profits computed as of the close of the tax year in
which the Distribution occurs.

The portion, if any, of the Distribution which is not a dividend
will reduce the adjusted basis of the GlobeNet Common Stock in
the hands of the non-corporate distributees. That portion (if
any) of the Distribution which is not a dividend, to the extent
that such portion exceeds the adjusted basis above such GlobeNet
Common Stock, will be treated as gain from the sale or exchange
of property. Such gain will be capital gain if such GlobeNet
Common Stock is a capital asset in the hands of such distributee
and will be either long-term or short-term depending on whether
he has held such stock for more than six months. The holding
period of the Common Stock to be distributed will commence on
the day following the date of the Distribution.

4. The tax basis to the non-corporate distributee of the Common
Stock to be distributed will be the fair market value of such
Common Stock on the date of the Distribution.

5. With respect to a corporate distributee, the amount of the
Distribution will be the lesser of: (i) the fair market value of
the Distribution, determined as of the date of the Distribution;
or (ii) the adjusted basis (in the hands of GlobeNet immediately
prior to the Distribution) of the Common Stock to be distributed
increased in the amount of gain recognized to GlobeNet on the
Distribution. However, under Section 301(b) of the Code, if the
distributee is a foreign corporation, and in the amount received
by such foreign corporation is not effectively connected with
the conduct by it of a trade or business within the United
States, the amount of the Distribution to such foreign
corporation will be the fair market value of the Distribution
determined as of the date of the Distribution. Under Sections
301(c) and 316(a) of the Code, the amount of the Distribution
will be a dividend to the extent the Distribution is made out of
GlobeNet's current and accumulated earnings and profits computed
as of the close of the tax year in which the Distribution
occurs.

The portion, if any, of the Distribution which is not a dividend
will reduce the adjusted basis of the GlobeNet Common Stock in
the hands of the corporate distributee. That portion (if any) of
the Distribution which is not a dividend and, to the extent that
such

<PAGE> 3

Board of Directors
Great Xpectations Marketing, Inc.
December 31, 1998
Page 3

portion exceeds the adjusted basis of such GlobeNet Common Stock
will be treated as gain from the sale or exchange of property.
Such gain will be capital gain if such GlobeNet Common Stock is
a capital asset in the hands of such distributee and will be
either long-term or short-term depending on whether it has held
such stock for more than six months.

6. The tax basis to the corporate distributee of the Common Stock
to be distributed will be the lesser of: (i) the fair market
value of such Common Stock on the date of the distribution; or
(ii) the adjusted basis (in the hands of GlobeNet immediately
before the Distribution) of the Common Stock to be distributed,
increased in the amount gain recognized to GlobeNet on the
Distribution. However, under Section 301(d)(3) of the Code, if
such distributee is a foreign corporation, and if the amount
received by such corporation is not effectively connected with
the conduct by it of a trade or business within the United
States, the tax basis of the Common Stock to be distributed will
be the fair market value of the Distribution determined as of
the date of the Distribution.

7. The determination of the holding period with respect to a
corporate distributee of the Common Stock to be distributed does
not appear settled. The corporate distributee (which is not a
foreign corporation of the type described in paragraph 6 above)
could contend that such holding period includes the period for
which the common stock to be distributed was held by GlobeNet.
Such position would be predicated on the theory that since the
tax basis (as described above) of the Common Stock to such
corporate distributee might be the adjusted basis of the Common
Stock in the hands of GlobeNet pursuant to Section 1223(2) of
the Code, which provides that the holding period of the
property, however acquired, shall include the period for which
such property was held by any other person where such property
has, for determining gain or loss from a sale were changed, the
same basis (in whole or in part) in his hands as it would have
in the hands of such other person. However, the Internal Revenue
Service might take the position that Section 1223(2) of the Code
is not applicable to the Distribution and, consequently, that
the holding period of the Common Stock to be distributed will
commence on the day following the date of the Distribution

8. In the absence of a trading market for the Common Stock, "fair
market value" should be calculated in accordance with Revenue
Ruling 59-60 1959(1)C.B.237, which sets forth certain factors to
be considered in making such determination.

We hereby consent to the inclusion of this Opinion as an Exhibit to the
Registration Statement and to the reference in the Prospectus to our firm under
the heading of "Federal Income Taxes".

Persons reviewing this opinion should be aware that:

(1) Statutes, regulations, and rulings with respect to all of the
foregoing tax matters are subject to change by Congress or by
the Department of the Treasury, and the interpretation of such
statutes, regulations, and rulings may be modified or affected

<PAGE> 4

by judicial decision or by the Department of the Treasury.
Because of the continual changes by Congress, the Treasury
Department, and the Courts with respect to the administration
and the interpretation of the tax laws, no assurance can be
given that the foregoing opinions and interpretations will not
be challenged by the Internal Revenue Service, or, if
challenged, that such opinions and interpretations will be
sustained.

(2) Each individual taxpayer's situation will be different.
Accordingly, we recommend that the respective distributee be
advised to seek their own personal tax counsel with respect to
the tax considerations discussed above.

(3) No opinion in any matter not expressly stated should be inferred
from the opinion set forth herein.

Sincerely,

T. ALAN OWEN & ASSOCIATES, P.C.

By: /s/ T. ALAN OWEN
-----------------------------------
T. Alan Owen

TAO/jac

<PAGE> 1
EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into this 15th day of December,
1998, by and between Great Xpectations Marketing, Inc., a Nevada corporation ("
Employer") and Forrest E. Watson ("Employee") under the terms and for
consideration herein stated.

Employer hereby employs and Employee hereby agrees to become employed
under the terms stated herein by Employer as its President for a period of one
year beginning with the effective date of the Registration Statement referred to
below.

Employer hereby agrees to include Employee under its Stock Bonus Plan
whereby Employee will receive as his sole compensation as an employee the sum of
225,000 shares of the Company's Common Stock (restricted under Rule 144).

Employee agrees to provide such services as are customary and normal in
the capacity of President of Employer and shall use his best efforts to further
of the Company's business of direct sales and marketing of products.

Nothing herein shall be deemed to preclude Employee from engaging in
other employment with other entities so long as Employee performs his necessary
job functions, it being understood between Employer and Employee that Employee
will exercise such discretion as he deems advisable in resolving any conflicts
that may arise.

Employee shall be entitled to reimbursement for the expenses he incurs
in connection with the performance of his duties hereunder.

This Agreement shall be interpreted by and construed in accordance with
the laws of the State Texas, and shall be deemed entered into in Irving, Texas.

EXECUTED this 15th day December, 1998.

EMPLOYER:

GREAT XPECTATIONS MARKETING, INC.,
a Nevada corporation

By: /s/ EVERETT S. SPARKS
-------------------------------
Everett S. Sparks, Vice President

EMPLOYMENT AGREEMENT - Page 1
GX-Watson Emp Agrmt (GX Spin-Off)

<PAGE> 2
EMPLOYEE:

/s/ FORREST E. WATSON
------------------------------------------
FORREST E. WATSON

EMPLOYMENT AGREEMENT - Page 2
GX-Watson Emp Agrmt (GX Spin-Off)

<PAGE> 1
EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into this 15th day of December,
1998, by and between Great Xpectations Marketing, Inc., a Nevada corporation ("
Employer") and Everett Sparks ("Employee") under the terms and for consideration
herein stated.

Employer hereby employs and Employee hereby agrees to become employed
under the terms stated herein by Employer as Vice President and Chief Financial
Officer for a period of one year beginning with the effective date of the
Registration Statement referred to below.

Employee agrees to provide such services as are customary and normal in
the capacity of Vice President and Chief Financial Officer of Employer and shall
use his best efforts to further of the Company's business of direct sales and
marketing of products.

Employee shall be entitled to reimbursement for the expenses he incurs
in connection with the performance of his duties hereunder.

This Agreement shall be interpreted by and construed in accordance with
the laws of the State Texas, and shall be deemed entered into in Irving, Texas.

EXECUTED this 15th day December, 1998.

EMPLOYER:

GREAT XPECTATIONS MARKETING, INC.,
a Nevada corporation

By: /s/ FORREST E. WATSON
------------------------------
Forrest E. Watson, President

EMPLOYMENT AGREEMENT - Page 1
GX-Sparks Emp Agrmt (GX Spin-Off)

<PAGE> 2

EMPLOYEE:

/s/ EVERETT SPARKS
------------------------------------------
EVERETT SPARKS

EMPLOYMENT AGREEMENT - Page 2
GX-Sparks Emp Agrmt (GX Spin-Off)

<PAGE> 1
EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into this 15th day of December,
1998, by and between Great Xpectations Marketing, Inc., a Nevada corporation
("Employer") and T. Alan Owen & Associates, P.C. ("Employee") under the terms
and for consideration herein stated.

Employer hereby employs and Employee hereby agrees to become employed
under the terms stated herein by Employer as Employer's general counsel for the
calendar year of 1999.

Employer hereby agrees to include Employee under its Stock Bonus Plan
whereby Employee will receive as its sole compensation for the services
described below the sum of 50,000 registered shares of the Company's Common
Stock.

Employee agrees to provide general legal counsel to Employer, which
shall not include legal work incident to significant transactions, for the
calendar year of 1999.

Nothing herein shall be deemed to preclude Employee from engaging in
other employment with other entities so long as Employee performs its necessary
functions, it being understood between Employer and Employee that Employee will
exercise such discretion as its management deems advisable in resolving any
conflicts that may arise.

Employee shall be entitled to reimbursement for the expenses it incurs
in connection with the performance of its duties hereunder.

This Agreement shall be interpreted by and construed in accordance with
the laws of the State Texas, and shall be deemed entered into in Irving, Texas.

EXECUTED this 15th day December, 1998.

EMPLOYER:

GREAT XPECTATIONS MARKETING, INC.,
a Nevada corporation

By: /s/ FORREST E. WATSON
---------------------------------------
Forrest E. Watson, President

EMPLOYMENT AGREEMENT - Page 1
GX-TAO PC- Emp Agrmt (GX Spin-Off)

<PAGE> 2

EMPLOYEE:

T. ALAN OWEN & ASSOCIATES, P.C.,
a Texas professional corporation

By: /s/ T. ALAN OWEN
---------------------------------------
T. Alan Owen

EMPLOYMENT AGREEMENT - Page 2
GX-TAO PC- Emp Agrmt (GX Spin-Off)

<PAGE> 1
EXHIBIT 10.4

GREAT XPECTATIONS MARKETING, INC.

STOCK BONUS PLAN

4. ADOPTION

This Stock Bonus Plan (the "Plan") is adopted for the benefit of Great
Xpectations Marketing, Inc. (the "Company") and its employees for the following
purposes:

1. to induce its employees to remain in the employ of the Company;

2. to provide incentive to employees to perform services for the
Company without cash compensation; and

3. to facilitate and encourage ownership of the Stock of the Company
by its employees.

II. STRUCTURE OF THE PLAN

The Board of Directors of the Company has authority to award bonus
stock benefits to designated employees, in the discretion of the Board. There is
no intention that this plan qualify as a tax free trusteed plan under Section
401, et seq., of the Internal Revenue Code, nor under the Employee Retirement
Income Security Act of 1974, as amended. All bonus stock issued hereunder will
represent compensation to recipients, subject to income tax, and will constitute
a deductible expense to the Company.

Administration of the Plan. In connection with the administration of
the Plan, (i) the Board of Directors of the Company shall have sole discretion
and authority with respect to awards of bonus stock, and (ii) the Board of
Directors shall be the sole authority with respect to interpretation of this
Plan, and its decision shall be final and binding. The Board of Directors shall
determine the recipients of bonus stock and the amount of such stock to be
awarded.

III. SHARES TO BE SUBJECT TO AWARD

There shall be awarded a maximum of 750,000 shares in any fiscal year
of the Company.

IV. REGISTRATION OF BONUS STOCK

The Company may, at its sole and absolute discretion, register the
Bonus Stock, if any, awarded by the Board of Directors, with the Securities and
Exchange Commission prior to the issuance of such Bonus Stock.

STOCK BONUS PLAN - Page 1
GX-Stock Bonus Plan (GX Spin-Off)

<PAGE> 2

V. DEFINITIONS

The following meanings are ascribed to the terms listed below, as used
herein.

"Company" means Great Xpectations Marketing, Inc.

"Employee" means any person employed by the Company to render
services to the Company in any capacity, including, without limitation,
the officers and directors of the Company and third party service
providers such as accountants, attorneys, and consultants.

"Board of Directors" means the Board of Directors of the
Company, which shall administer the Plan.

"Participant" means any Employee awarded any Bonus Stock under
this Plan.

"Plan" means this Stock Bonus Plan.

VI. AMENDMENT - TERMINATION

This Plan maybe amended or terminated at any time by the Board of
Directors. Such amendment, if any shall be adopted, shall not, however, serve to
increase the number of shares of Bonus Stock which may be awarded in any one
year period, except upon approval of a majority of the shareholders of the
Company. No amendment or termination of this Plan shall have any effect on any
awards of Bonus Stock made prior to such amendment or termination..

VII. EFFECTIVE DATE

This Plan shall become effective when adopted by and so declared
effective by the Board of Directors of the Company.

Executed this 15th day of December, 1998.

GREAT XPECTATIONS MARKETING, INC.
ATTEST:
/s/ FORREST E. WATSON
------------------------------------
/s/ EVERETT SPARKS Forrest E. Watson, President
- -----------------------------
Everett Sparks, Secretary

STOCK BONUS PLAN - Page 2
GX-Stock Bonus Plan (GX Spin-Off)

<PAGE> 1
EXHIBIT 24.1

CONSENT OF INDEPENDENT LEGAL COUNSEL

By execution hereof, T. Alan Owen & Associates, P.C. hereby consents to
the use by Great Xpectations Marketing, Inc. (the "Company"), a Nevada
corporation, of (i) its opinion with respect to the securities covered in the
Company's filing of a Registration Statement on Form SB-2., and (ii) its tax
opinion regarding the issuance of the securities covered in the aforementioned
Registration Statement.

Additionally, T. Alan Owen & Associates, P.C. consents to the
references by the Company to T. Alan Owen & Associates, P.C. in the Prospectus
that was prepared as part of the Registration Statement.

T. ALAN OWEN & ASSOCIATES, P.C.

By: /s/ T. ALAN OWEN
--------------------------------
T. Alan Owen

Arlington, Texas
December 31, 1998

<PAGE> 1
EXHIBIT 24.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

By execution hereof, Swalm, Thomas & Associates, PLLC hereby consents
to the use by Great Xpectations Marketing, Inc. (the "Company"), a Nevada
corporation, of financial statements on the Company, prepared by Swalm, Thomas &
Associates, PLLC, in connection with the Company's filing of a Registration
Statement on Form SB-2.

Additionally, Swalm, Thomas & Associates, PLLC consents to the
references by the Company to Swalm, Thomas & Associates, PLLC under the heading
"Experts" in the Prospectus that was prepared as part of the Registration
Statement.

SWALM, THOMAS & ASSOCIATES, PLLC

By: /s/ ED SWALM
------------------------------
Name: Ed Swalm
------------------------
Title: Manager
-----------------------

Dallas, Texas
December 31, 1998