CONVERGE GLOBAL INC/CA
10SB12G/A, 2000-01-21
BUSINESS SERVICES, NEC
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 4
                                   FORM 10-SB


                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

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



                              CONVERGE GLOBAL, INC.
                             -----------------------
                 (Name of Small Business Issuer in its charter)

          Utah                                       87-0426858
- -------------------------------             --------------------------------
(State or Other Jurisdiction                (IRS Employer Identification No.)
of Incorporation or Organization)


233 Wilshire Boulevard, Suite 930, Santa Monica, California            90401
- -----------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


                                 (310) 434-1974
                -----------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


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

         Title of each class           Name of each exchange on which
         to be so registered           each class is to be registered
         -------------------           ------------------------------
                None                                None

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

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

Securities to be registered pursuant to section 12(g) of the Act:
         Common Stock, par value $.001
         -----------------------------
         (Title of Class)

                                    1

<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

         A.       BUSINESS DEVELOPMENT

                  1.       FORM AND YEAR OF ORGANIZATION

         The corporation was incorporated under the laws of the State of Utah,
on October 4, 1985, under the name of Mormon Mint, Inc. The corporation was
originally organized to manufacture and market commemorative medallions as
related to the Church of Jesus Christ of Latter Day Saints, the "Mormons." The
company was inactive for ten years. In 1998, the Company changed its name to
Capital Placement Specialists, Inc. as it began to seek new business
opportunities.


         Pursuant to an Acquisition Agreement, dated January 5, 1999, Bekam
Investments, Ltd. ("Bekam") acquired one hundred percent (100%) of the common
shares of the company at that time; or 2,340,100 shares. Bekam subsequently spun
off the company by contributing the shares to the treasury of the Company for
redistribution to select investors of Bekam. The Company then changed its name
to Converge Global, Inc. ("Converge" or the "Company") currently trades on the
Pink Sheets under the trading symbol: CVRG.


         B.       BUSINESS OF ISSUER

         The Company's business is focused in the globally emerging electronic
commerce ("e-commerce") industry. The Company is in the process of building
specialty portals catering to niche market segments, as well as building a
market that provides complete e-commerce solutions to other businesses. Portals
are defined as Internet infrastructures serving as entry points and destinations
for on line users. The Company's Internet address is: www.convergecom.com.

                  1.       PRINCIPAL PRODUCTS AND THE MARKET.

THE MARKET

THE INTERNET

         In the Company's perspective growth in Internet usage has been fueled
by a number of factors, including the large and growing base of personal
computers installed in the workplace and home, advances in the performance and
speed of personal computers and modems, improvements in network infrastructure,
easier and cheaper access to the Internet and increased awareness of the
Internet among consumer and trade customers.


                                       2

<PAGE>

THE PRODUCTS

         The following is a summary of the Company's products and services which
evidence the Company's recent shift in creation and development of Internet
niche portals, with an emphasis on special Internet web sites. The Company is in
the process of developing audio and video delivery over the Internet. The
Company will design and implement each portal to meet the tastes, interests and
demands of its target audiences.

         The Company has developed the content and design of DIGITALMEN.COM.
DIGITALMEN.COM is a Web site that is targeted at men between the ages of 18 and
45. The Web site will feature products and services in the areas of cars, bars,
men's fashion, restaurants, finance, dating, greeting cards, community chat and
message boards. DIGITALMEN.COM is the only service that the Company has offered
as of the date of this response.


                                       3

<PAGE>


         The Company also has as work in progress Liquidationbid.com. The
Company will develop a business-to-business "e -marketplace" for liquidating
businesses inventories. The portal will match buyers and sellers of excess goods
and services in a virtual marketplace. Initially, liquidationbid.com will
develop an integrated marketing strategy that will leverage relationships with
selling partners in South Asia. There is no launch date set. For information on
products and services that the site will be offering, please visit our web
site and click on liquidationbid.com.

         The Company also has Desitv.com as a work in progress. DesiTV.com will
be created as the first digital entertainment network targeted towards South
Asians (Pakistan, India, Bangledesh, Sri Lanka, Nepal). DesiTV will become the
first South Asian channel to broadcast rich media content over the Internet. The
focus will be to become the leading e-commerce distributor of digital audio and
video. It is still a concept with no launch date set. To obtain information on
products and services that the site will be offering, please visit our
website and click on Desitv.com.

         Another work in progress of the Company is Machmail.com. Converge's
concept under the name Machmail.com is to develop a communication portal which
integrates a number of different functionalities in an easy to use graphical
user interface (GUI) . The functionalities that it will integrate are the
following:


         1) the ability to translate emails into French, German, Spanish, and
Chinese, initially, enroute to its destination; and


         2) The ability to have a homepage which can display data from multiple
user accounts that the user might have all displayed with the inputting of one
password as oppose to going to different locations and inputting different
passwords.


We have mentioned Essential Tec, as a division which is briefly described under
the "company" section.

PORTAL SERVICES

         Portals are defined as Internet infrastructures serving as entry points
and destinations for on line users. Currently, existing portals can be
overwhelming for the end user. The unavoidable portals control the sales and
marketing channels that reach on line consumers. Converge develops high quality,
attractive, easy to navigate specialty portals with user friendly interface
programmed with the most amateur Internet user in mind.

                  2.       DISTRIBUTION

         As discussed above, the Company's products and services are all
distributed via the Internet. The Company's intention is to increase awareness
and distribution of its products and site through both mainstream marketing
(billboards, radio, television, etc.) and Internet marketing (listing in various
search engines, banner ads on various sites, etc.)


                                       4

<PAGE>

                  3.       STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR
SERVICE.

                  The Company launched its Website for Digitalmen.com on
November 1, 1999. Digitalmen.com, previously known as Gearz.com, continues to
include the same concepts geared towards identifying interests of men between
the ages of 18-45.

                  4.       COMPETITION.

         The online commerce industry, particularly on the Internet, is new,
rapidly evolving and intensely competitive, which the Company expects to
intensify in the future. Currently, the Company is aware of theman.com, a
privately held company based in Santa Clara, California founded in January 1999.
theman.com launched its Web site on November 22, 1999 targeting men between the
ages of 18-45. The Web site features articles and issues that men find
interesting and provides them with information on such topics as food, health
and sports.


                                       5

<PAGE>

         theman.com may be better financed than Converge. The composition and
identity of Converge's competitors are constantly changing based upon
marketplace conditions and changes.

                  5.       SOURCES AND AVAILABILITY OF INFORMATION AND PRINCIPAL
SUPPLIERS.

         The majority of the content and development of products is done
internally. The sites are hosted through various Internet Service Providers. The
development of the of the products include the building of digitalmen.com which
consists of technical work consisting of HTML programming, designing database,
programming are all completed in house by the Company's computer programmers.

                  6.       DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS.

         Not applicable.

                  7.       PATENTS, TRADEMARKS, LICENSES, FRANCHISES,
CONCESSIONS, ROYALTY AGREEMENTS AND/OR LABOR CONTRACTS.

         The Company filed its trademark application for the trademark
"Webfomercials" with the Patent and Trademark Office and is awaiting
registration of the mark. It has also applied to trademark its slogans
"solutions for the e-conomy" as well as "man's final destination."

                  8.       GOVERNMENT APPROVAL.

         No government approval is required for any of the Company's current
products or services.

                  9.       EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT
REGULATIONS.

         None.

                  10.      RESEARCH AND DEVELOPMENT COSTS

         Development costs are being absorbed since most of the research and
development is done internally by Converge's team. Any additional work incapable
of being completed by the Company will be sent to independent contractors.


                                       6

<PAGE>

                  11.      COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL
LAWS AND REGULATIONS

         The Company is not involved in a business which involves the use of
materials in a manufacturing stage where such materials are likely to result in
the violation of any existing environmental rules and/or regulations. Further,
the Company does not own any real property which would lead to liability as a
land owner. Therefore, the Company does not anticipate that there will be any
costs associated with the compliance of environmental laws and regulations.

                  12.      EMPLOYEES

         As of the date hereof, the Company employs 8 full-time employees and 1
part-time employee. The Company hires independent contractors on an "as needed"
basis only. The Company has no collective bargaining agreements with its
employees. The Company believes that its employee relationships are
satisfactory. Long term, the Company will attempt to hire additional employees
as needed based on its growth rate.


                                       7

<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         These financial projections contain figures relating to plans,
expectations, future results, performance, events or other matters that are
"forward-looking statements" . When used in the Plan of Operations, words such
as "estimate", "project", "intend", "expect", "anticipate" and similar
expressions are intended to identify forward-looking statements. Such forward
looking statements involve numerous risks and uncertainties, pertaining to
technology, development of the Company's products, and markets for such
products, timing and level of customer orders, competitive products and pricing,
changes in economic conditions and markets for the Company's products and other
risks and uncertainties. Actual results, performance and events are likely to
differ and may differ materially and adversely. Investors are cautioned not to
place undue reliance on these forward-looking statements which speak only as to
the date of the Plan of Operations.


         These projections have not been prepared with a view toward complying
with published guidelines of the American Institute of Certified Public
Accountants. In addition, the Company's independent auditors have not examined,
reviewed, compiled, or applied upon procedures to the projections, and no other
independent expert has reviewed the projections. The accountants have stated in
their audit report that there is a going concern as to the availability of the
company and its resources to continue.

PLAN OF OPERATIONS

         The Company's cash requirements for the next twelve months are
approximately at $40,000 per month. With the line of credit from the director,
the Company has been able to continue its operations for approximately six
months. The Company has also been able to secure $200,000 in convertible debt
financing to continue its operations (please see Results of Operation). While
there is no assurance the Company will be successful in raising additional
capital, the Company is actively seeking both institutional debt and private
equity financing to assure that it will be capable of financing the continuation
of the business. Any additional capital raised above and beyond what the company
needs as its monthly expenditure would be used in increasing marketing and sales
efforts of the Company's Web sites. Should the Company fail to raise additional
funding, it will be forced to curtail its growth, cut back by reducing the
number of employees or even cease operations altogether.

         The Company does not anticipate any new research and development to be
conducted in the near future. In the event there is a need for research and
development, the Company believes that its current work force is capable and
equipped to conduct such research and development internally. The Company does
not anticipate any purchase or sale of plant and/or equipment nor does the
management anticipate any increase in the number of employees.

         The Company recently launched its first Web site Digitalmen.com. The
Company's future development plans for DigitalMen are tied to raising additional
capital. The additional capital would be allocated to hiring additional Web
content staff as well as promotion and marketing personnel. Should the Company
be unsuccessful in raising the capital needed, it will continue to update the
site with its existing staff but will not be able to promote or market the site.
During the next twelve months the Company plans to complete Liquidationbid.com,
machmail.com and desitv.com. The estimated cost to develop these products will
be minimal as the current staff of developers and engineers of the Company are
working to develop and launch these products. Liquidationbid, Machmail, and
Desitv can all be built within the monthly budget listed.

RESULTS OF OPERATIONS

         The Company has generated minimal revenues and does not anticipate
generating any material revenues until at least the first quarter of the Year
2000. Currently, the Company's only cash requirements are for rent and salaries.
The Company does not anticipate breaking even in its financial operations until
at least January, 2001. The Company's sole source of capital during 1999 was
investment capital provided by third parties. As a result, to cover expenses
that arise, on November 1, 1999 the Company's director provided an unsecured
line of credit to the


                                       8

<PAGE>


Company to draw upon, interest free, in the amount of $250,000 to be payable
by January 1, 2003. The Company has drawn on the line of credit in January,
2000 ($60,000), December 1999, ($39,000) and November 1999 ($50,000). On May
5, 1999 the Company executed a promissory note with holder Verifica
International, Ltd. in the amount of $250,000. The note pays interest at an
annual rate of 7.5% on the outstanding balance and is due on April 15, 2002.
In addition, on January 19, 2000, the Company executed a convertible
preferred promissory note in the amount of $200,000 with Knightrider
Investments Ltd. The note is payable within one year with an 8% annual
interest. Should the Company fail to pay the principal and interest, the
outstanding balance will be converted into restricted shares at a 30%
discount based on the market price as traded on the previous day's close.
Funding is to take place on April 15, 2000. According to the Company's plan,
this additional infusion of capital will allow the Company to operate at its
current cost rate of $40,000 per month well into September 2000. For the most
part, the Company doesn't anticipate any changes in the number of employees
or equipment. The Company does not have any research and development costs
and finds in the event such needs are apparent, the Company's own technical
staff is capable of conducting the research and development. The Company
anticipates that it will require additional capital contributions to fund its
operations during the Year 2000. The Company intends to seek investors or go
to the original group of investors for additional capital for continued
operations. In addition, the Company is actively seeking institutional type
investors as a source of funding and growing the business. In the event the
Company does attract such capital, and is unable to generate revenues
sufficient to support its expenses, then the Company would be required to
eventually curtail or even cease operations. The Company's substantial
financial losses since its inception have raised a substantial doubt with the
Company's auditors as to the Company's ability to continue as a going
concern.

The following table sets forth, for the years indicated, selected financial
information for the Company:



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

                                                                     NINE MONTHS ENDED   YEAR ENDED
                                                                          SEPTEMBER 30   DECEMBER 31
                                                                           (UNAUDITED)    (AUDITED)
- --------------------------------------------------------- ----------------------------- ----------------------------

                                                                    1999       1998         1998           1997
- --------------------------------------------------------- --------------- ------------- ------------- --------------
<S>                                                       <C>             <C>           <C>           <C>
Total revenue                                                      5,870       ---               ---       ---
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Cost of revenue                                                      ---       ---               ---       ---
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Gross profit                                                       5,870       ---               ---       ---
- --------------------------------------------------------- --------------- ------------- ------------- --------------

General, administrative, and selling expenses                    611,517       ---              ---      $26,110
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Income (loss) from operations                                   (605,647)      ---              ---      (26,110)
- --------------------------------------------------------- --------------- ------------- ------------- --------------
</TABLE>


                                       9

<PAGE>


<TABLE>
<CAPTION>
<S>                                                       <C>             <C>           <C>           <C>
Interest expense                                                   5,000       ---               ---       ---
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Equity in Losses of Medcom Network, Inc.                           7,000       ---              ---        ---
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Income (loss) before taxes                                     (617,647)       ---               ---    (26,110)
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Taxes on income                                                      800       ---               ---       ---
- --------------------------------------------------------- --------------- ------------- ------------- --------------

Net income (loss)                                               $618,447       ---               ---  $(26,110)
- --------------------------------------------------------- --------------- ------------- ------------- --------------
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) AS COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 1998 (UNAUDITED)

         REVENUES. The Company generated $5,870 in revenues for the nine months
ended September 30, 1999, from Web site service contracts as compared to no
revenues for the same period last year since the Company was not in operation at
that time.

                                       10

<PAGE>


GENERAL, ADMINISTRATIVE, AND SELLING EXPENSES.


The Company had $611,517 in general, administrative and/or selling expenses for
the nine months ended September 30, 1999, as compared to no such expenses for
the same period in 1998. Such expenses were incurred for salaries, rent, general
office expenses as well as compensation for services of Jeff Cohn of Cohn
Partners who provided assistance in developing a marketing strategy for
DIGITALMEN.COM by providing market research and business development strategies
such as choosing right affiliate partners, content, functionality and user
friendliness of the Web site. Peter Marshall of MITD assisted in providing our
team with the knowledge to develop some of the applications for Digitalmen.Com.
In addition, he provided technical consultation on the development of the
applications such as data base management, e-mail system, user registration and
content synchronization with the content provider. Also included in general and
administrative expenses for the period ended September 30, 1999 is $18,000 of
compensation expense recognized in relation to stock options granted under the
Employee Stock Option Plan.


General Administrative and Selling Expenses:


         Advertising and marketing                     $82,589
         Depreciation                                    2,242
         Dues and subscriptions                            383
         Independent contractors                        58,610
         Insurance                                       2,764
         Meals and entertainment                        12,768
         Office expense                                  6,592
         Payroll expense                               227,278
         Payroll tax expense                            15,717
         Postage and delivery                            3,897
         Printing and reproduction                       5,136
         Professional fees                              36,481
         Rent                                           40,030
         Repairs and maintenance                         1,800
         Telephone                                      28,545
         Travel                                         42,133
         Website development and related expense        44,552

         Total                                        $611,517


         INTEREST EXPENSE.


         The Company recorded $5,000 in interest expense for the period ending
September 30, 1999 on a $250,000 Note with a 7.5% interest per annum as opposed
to no expense for the same period last year.


         OTHER EXPENSE.

         None.

INCOME (LOSS) BEFORE TAXES.


         The Company experienced a $617,647 loss before taxes for the nine
months ended September 30, 1999 due to an increase in expenses during the
startup period and no income (loss) after taxes for the same period in 1998
since the Company was not in operation at that time.



                                      11

<PAGE>

         TAXES ON INCOME.

         The Company experienced $800 in income tax for the nine months ended
September 30, 1999, and no such tax for the same period in 1998.

         NET INCOME/LOSS.


         The Company experienced a net loss of $618,447 for the nine months
ended September 30, 1999 as compared to neither a net loss or gain for the same
period in 1998.


FISCAL YEAR ENDED DECEMBER 31, 1998 (AUDITED) AS COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 1997 (AUDITED)


         REVENUES.

         None.


         GENERAL, ADMINISTRATIVE, AND SELLING EXPENSES.

         The Company had no general, administrative and/or selling expenses for
the year ended December 31, 1998 as compared to $26,110 in selling, general and
administrative expenses generated for the same period in 1997 which were for
services rendered by an individual consultant to the Company.

         INTEREST EXPENSE.

         None.

         OTHER EXPENSE.

         None.

         INCOME (LOSS) BEFORE TAXES.


                                      12

<PAGE>


         The Company has no income or loss before taxes for the year ended
December 31, 1998 since the Company had no revenues or expenses. The Company had
a $26,110 loss before income taxes for the same period in 1997.


         TAXES ON INCOME.

         None.

         NET INCOME/LOSS.


         The Company had neither a net loss or net income for year ended
December 31, 1998, as compared to net loss of $26,110 for year ended December
31, 1997.


         LIQUIDITY AND CAPITAL RESOURCES

         The Company has received no venture capital investment. The Company
concluded an offering under Rule 504 of Regulation D. Under this offering, the
Company raised $25,000 and issued 2,000,000 options to purchase shares of its
common stock at an exercise price of $0.10 each. These options were exercised on
March 30, 1999; May 7, 1999 and June 1999, raising $200,000.


                                      13

<PAGE>


         The Company foresees a variety of methods for diversifying its
operations and pursuing its strategic and business objectives without pulling
badly needed capital from its on-going operations, or incurring onerous overhead
and financing obligations. These options include licenses, joint-ventures, and
even counter-trade (technologies for technologies) mechanisms as part of this
diversification methodology. The Company has not yet engaged in any
counter-trade mechanisms trading technology for technology, licenses nor joint
ventures as of the date of this filing. In addition, there are no assurances
that the Company could find adequate partners for each of these alternatives. In
the event the Company is unable to implement such alternative methods of funding
and find other sources of capital, the operation of the business would be
severely and adversely affected.

         As of September 30, 1999, the Company executed a promissory note with
the holder Verifica International, Ltd. in the amount of $250,000. The note pays
an annual interest rate of 7.5% on the outstanding balance and is due on April
15, 2002. On November 1, 1999, the Company's director provided an unsecured line
of credit to the Company to draw upon, interest free, in the amount of $250,000
to be payable by January 1, 2003. On January 19, 2000, the Company executed a
convertible preferred promissory note in the amount of $200,000 with Knightrider
Investments, Ltd. Funding to take place on April 15, 2000. The note is payable
back within one year with 8% annual interest. Should the Company fail to pay the
amount, it will be converted into equity at a 30% discount to where the market
was trading on the previous days close.


         The Company does not believe that inflation has had a significant
impact on its operations since inception of the Company.

SUBSIDIARIES


         On February 5, 1999, the Articles of Incorporation for Gearz.com, Inc.
("Gearz.com") were filed with the California Secretary of State. The directors
of the company are Imran Husain and Samar Khan. The Articles were subsequently
amended on December 7, 1999, to change the name of Gearz.com to Digitalmen.com,
Inc. Such action was approved and ratified by unanimous board of directors and
shareholders.


         Digitalmen.com is a wholly owned subsidiary of Converge whereby
Converge holds 1,000,000 shares of common stock of this Company. Digitalmen.com
is a portal site geared towards men's interest. The target group ranges from
ages 18-45 with interests in finance, travel, entertainment, fashion and
electronics.

         On April 30, 1999, Converge became a 50% shareholder of
Liquidationbid.com, Inc. ("Liquidationbid") whereby Converge holds 1,000,000
shares of common stock of Liquidationbid. Mr. Imran Husain serves as the
President and Director of Liquidationbid.

         Liquidationbid is in the business of global business-to-business
auctioning and bartering exchange. It assists corporate clients in auctioning or
bartering excess inventory or, in case of liquidation, selling of assets,
inventories to highest bidder in an efficient and cost-effective manner.


         The Company is a 20% shareholder of MedCom Network, Inc. ("Medcom"), a
California corporation which is developing an on-line data base of disease codes
which are codes found in the medical industry dictionaries. The Company invested
in MedCom by contributing $30,000 in cash for shares of restricted common stock
of the company. This was an investment made by the Company and the Company's
officers or directors have no management involvement in MedCom.


YEAR 2000

         The Company has developed and acquired its computer systems with an
objective to be Year 2000 compliant. The Company has engaged the services of
qualified technicians to determine the extent to which it may be vulnerable


                                      14

<PAGE>

to third party Year 2000 issues. As a relatively new corporation, all
computer equipment was purchased in August 1997 and is Year 2000 compliant.
The internal software written by the Company's programmers is written with
the long-date format included and consequently is Year 2000 compliant. The
Company uses Microsoft software and has installed all the available "patches"
to up-date this software. Further, Microsoft "patches" will be installed as
they become available from Microsoft in 1999, but this affects less than 20%
of the Company's software and does not impact on the on-going operation of
the Company. The Company has expended approximately $15,000 on hardware and
software to become Year 2000 compliant.

         The Company has assessed and continues to asses whether its information
and non-information technology systems will be effected by the Year 2000 issues.
The Company has investigated its third party communications suppliers such as
the telephone company and its Internet service provider and found that all are
in the process of becoming Year 2000 compliant in 1999. Based upon current
information, management believes that the necessary modifications have been made
internally to effectively continue The Company into the Year 2000, however,
management is continuing to monitor internal systems, and to assess the
readiness of its systems, to ensure Year 2000 compliance. As a contingency, The
Company has identified other communication suppliers who could provide the
necessary service at a minimal cost to the Company, and a minimal effect on the
operations of the Company. In the event no other communication suppliers can be
found, there could be a material adverse effect on the Company and its
operations. Based upon current information, The Company does not believe that
the costs associated with Year 2000 compliance is material for the Company.

ITEM 3.  DESCRIPTION OF PROPERTY

         The main administrative offices of the Company are located at 233
Wilshire Boulevard, Suite 930, Santa Monica, California 90401.

         The Company has sub-leased these premises from Manhattan West, Inc.,
for a period of three (3) years. The sublease payments are due on the first day
of each month at approximately $4,400.00 per month. All utilities and staff
expenses are borne by the Company. The three year term of the sublease began on
February 1, 1999 and will terminate on February 1, 2002.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                            PRINCIPAL STOCKHOLDERS

         The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock, as of the date hereof and
as adjusted to reflect the sale of the Shares offered hereby by (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each director of the Company,
(iii) each officer of the Company, and (iv) all directors and officers as a
group.


                                      15

<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Title of       Names and                       Amount and               Percent of Outstanding
 Class         Address of                       Nature of            Common Stock Beneficially Owned
               Beneficial                      Beneficial
               Owner                            Ownership
- -----------------------------------------------------------------------------------------------------
<S>            <C>                             <C>                   <C>
Common         Imran Husain                    1,000,000(1)                           11%
Shares         10560 Wilshire Boulevard         Director/
               Unit No. 704                      Officer
               Los Angeles, CA 90024
Common         Samar Khan                      1,000,000(2)                           11%
Shares         1233 San Vicente Boulevard      Secretary/
               Santa Monica, CA 90401           Treasurer
Common         Reza Rahman                        25,000                            .002%
Shares         6917 Valley View Lane, 254       Director
               Irving, TX 75039
Common         Montaque Securities              4,000,000                             45%
Shares         International, Ltd.
               Mr. Owen Bethal
               Saffrey Square
               Bay Street and Bank Lane
               P.O. Box N-8303
               Nassau, N.P., The Bahamas
- -----------------------------------------------------------------------------------------------------

               All officers and directors as a group (3 persons)   2,025,000         22%

- -----------------------------------------------------------------------------------------------------
</TABLE>


ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

     The directors and officers of the Company are as follows:

<TABLE>
<CAPTION>

  NAME                       AGE                OFFICE
- -------------------------------------------------------------------------------------
  <S>                        <C>          <C>
    Imran Husain             32           President, Chief Executive Officer and
                                          Director

    Samar Khan               27           Secretary, Treasurer

    Reza Rahman              32           Director
- -------------------------------------------------------------------------------------
</TABLE>

- ---------------
         1  On January 6, 1999, the Company issued 1,000,000 options to purchase
Common Stock of the Company at an exercise price of $0.001 for a term of five
years to Mr. Husain under the Company's 1999 Incentive and Nonstatutory Stock
Option Plan.

         2  On January 6, 1999, the Company issued 1,000,000 options to purchase
Common Stock of the Company at an exercise price of $0.001 for a term of five
years to Mrs. Khan under the Company's 1999 Incentive and Nonstatutory Stock
Option Plan.


                                      16

<PAGE>


IMRAN HUSAIN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR: Converge
Global, Inc., a publicly traded company, nominated Mr. Husain as its
President and CEO since January 1999. Mr. Husain graduated from Florida
International University with a Bachelor of Science degree in Biology. Mr.
Husain is also President of American Business Investments, a private
investment company. Before becoming President of Converge Global, Mr. Husain
was primarily acting as manager for family investments in the U.S. equity
markets for the last seven years.

SAMAR KHAN, SECRETARY AND TREASURER. From June of 1998 to July of 1999, Ms.
Khan worked as a partner with GTI Partners, a corporate consulting firm for
one year, where she handled all the administrative responsibilities for the
firm. Ms. Khan was employed as an office manager at Tansa Group, a public
relations firm in Anaheim Hills, California from 1993-1996. She attended
California State University at Pomona from 1989-1991, taking courses in
business and accounting. Ms. Khan was unemployed during the years 1996-1998.

REZA RAHMAN, DIRECTOR. Reza Rahman has been employed by Nokia Mobile Phones,
Inc. since 1995 as a Product Development Manager. Responsibilities in his
position include measuring and analyzing key customer dissatisfaction issues,
managing resolution efforts and communicating lessons learned to other
business units. He is also responsible for developing and implementing
strategies to improve market share. Mr. Rahman holds a B.S. in Industrial
Engineering from the University of Texas at Arlington. Prior to 1995, Mr.
Rahman worked as an engineer for Golden Eagle Systems for two years.

ITEM 6.  EXECUTIVE COMPENSATION

         The following table and attached notes sets forth the compensation
of the Company's executive officers and directors during each of the fiscal
years since January 1999. The remuneration described in the table does not
include the cost to the Company of benefits furnished to the named executive
officers, including premiums for health insurance, reimbursement of expense,
and other benefits provided to such individual that are extended in
connection with the ordinary conduct of the Company's business. The value of
such benefits cannot be precisely determined, but the executive officers
named below did not receive other compensation in excess of the lesser of
$25,000 or 10% of such officer's cash compensation.

The following table sets forth all compensation scheduled to be received for
services rendered to the Company in all capacities during the 1999 fiscal
year by those persons who are the Company's officers and directors.


<TABLE>
<CAPTION>
         Name and                        Annual Compensation           Long Term Compensation
         Principal Position                                            Stock Options
                                                                       Bonuses / Other
         -----------------------------------------------------------------------------------------
<S>                                      <C>                           <C>
         Imran Husain                       $      60,000              Stock Options  1,000,000(1)
         President, CEO and Director

         Samar Khan                         $      60,000              Stock Options  1,000,000(2)
         Secretary/Treasurer
</TABLE>

- ------------------------
         (1) On January 6, 1999, the Company issued 1,000,000 options to
purchase Common Stock of the Company at an exercise price of $0.001 for a
term of five years to Mr. Husain under the Company's 1999 Incentive and
Nonstatutory Stock Option Plan.

         (2) On January 6, 1999, the Company issued 1,000,000 options to
purchase Common Stock of the Company at an exercise price of $0.001 for a
term of five years to Mrs. Khan under the Company's 1999 Incentive and
Nonstatutory Stock Option Plan.


                                       18
<PAGE>
<TABLE>
<S>                               <C>                <C>
         Secretary/Treasure

         Reza Rahman              $     -0-      Stock Options    -0-
         Director
                                  ---------
                                  $ 120,000
</TABLE>




         The Company carries no officers and directors liability insurance,
nor disability and life insurance benefits. The Company has historically
reimbursed Messrs. Husain, Rahman and Mrs. Khan for quarterly private health
insurance premiums and for expenses. All executive officers are currently
covered by employment agreements. The Company does not maintain any pension
plan, profit sharing plan or similar retirement or employee benefit plans.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     On November 1, 1999, a member of the Board of Directors of the Company,
Imran Husain, provided the Company with a line of credit in the amount of
$250,000. The line of credit is interest free, unsecured and the Company can
draw against it at any time. The entire balance is due on January 1, 2003.

     Pursuant to an Acquisition Agreement dated January 5, 1999, Bekam
Investments, Ltd. ("Bekam") acquired 100% of the common shares of the Company
at the time or 2,340,100 shares. Bekam subsequently spun off the Company by
contributing the shares to the treasury of the Company for redistribution to
select investors of Bekam. The Company then changed its name to Converge
Global, Inc.

     On January 6, 1999, the Board of Directors approved the 1999 Incentive
Stock Option Plan to certain employees and officers exercisable within five
(5) years from February 1, 1999, at an exercise price of $0.001 per share.
All 2,000,000 options granted to the current officers and directors have been
exercised.

     The Company entered into a loan agreement with Verifica International,
Inc. ("Verifica") on May 5, 1999 in the amount of $250,000. The loan is due
on April 15, 2002 and has an annual interest rate of 7.5% on the outstanding
principal. The beneficial owner of Verifica is the father of the Company's
CEO, Mr. Hussain.

     The Company entered into a sublease agreement with Manhattan West, Inc.,
a related party through common ownership on February 1, 1999. The beneficial
owner of Manhattan West Inc is Tariq Khan, the husband of Ms. Samar Khan, and
officer, director and shareholder of the Company. The term of the sublease is
three years and the Company is responsible for all overhead and related
expenses including utilities and insurance. The Company rents office
equipment from Manhattan West Inc. on a monthly basis. The Company believes
the terms of the sublease were at fair market value and the transaction was
at arms length.


ITEM 8.  DESCRIPTION OF SECURITIES

COMMON STOCK


     The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of common stock, $.001 par value per share, of which
approximately 8,918,100 shares were outstanding as of January 18, 2000.


     Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common
stock have no cumulative voting rights. Accordingly, the holders of in excess
of 50% of the aggregate number of shares of Common Stock outstanding will be
able to elect all of the directors of the Company and to approve or
disapprove any other matter submitted to a vote of all shareholders. See
"Principal Shareholders."


                                       19
<PAGE>


     Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time, by the Board of
Directors in its discretion, from funds legally available therefor. The
Company does not currently anticipate paying any dividends on its Common
Stock. In the event of a liquidation, dissolution or winding up of the
Company, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase the Company's common
stock. There are no conversion rights or redemption or sinking fund
provisions with respect to the common stock. All of the outstanding shares of
common stock are fully paid and non-assessable.


     Shares of Common Stock are registered at the office of the Company and
are transferable at such office by the registered holder (or duly authorized
attorney) upon surrender of the Common Stock certificate, properly endorsed.
No transfer shall be registered unless the Company is satisfied that such
transfer will not result in a violation of any applicable federal or state
securities laws. The Company's transfer agent is Holladay Stock Transfer,
Inc., 4350 East Camelback Road, Suite 100F, Phoenix, Arizona 85018.


PREFERRED STOCK

         The Company has a single common class of stock and there is no
preferred class of stock at this time.

DISTRIBUTION OF ACQUISITION SHARES


         Pursuant to the Acquisition Agreement dated January 5, 1999, Bekam
retired all the acquired shares, 2,340,100 shares, to the treasury of the
Company for distribution to investors.


WARRANTS AND OPTIONS

         WARRANTS

         The Company has no warrants issued and outstanding at this time.

         OPTIONS

         As of January 6, 1999 the Company implemented its 1999 Incentive and
Non-Statutory Stock Option Plan which authorized 7,000,000 shares exercisable
upon grant to beneficiary over a period of five (5) years, and no less than
twenty percent (20%) shall be exercised annually. As of the date of this
filing, there have been 2,000,000 options issued to two (2) employees all of
which have been exercised.

                                       20
<PAGE>

                                    PART II

ITEM 1.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON EQUITY AND
OTHER STOCKHOLDERS MATTERS


         A.       MARKET INFORMATION

                      MARKET FOR THE ISSUER'S COMMON STOCK
                               AND RELATED MATTERS

         Converge has a total authorized capitalization of 50,000,000 shares
of a single class of common stock, par value $.001. As of January 18, 2000,
the Company has approximately 8,918,100 issued and outstanding shares.
Management and insider holdings comprise approximately 22% of the total
issued and outstanding; while the remainder is distributed amongst
approximately 11 registered shareholders and 120 streetholders. The current
actual public float is approximately 3,000,000 shares. The Company's common
stock is presently held in client accounts and/or in "street name" by over 9
U.S. securities firms.


         The Company's common stock has been trading on the over-the-counter
market since the January 5, 1999 the same date as the acquisition Converge.
The stock is now quoted on the Pink Sheets under the symbol CVRG.

         The following table sets forth the high and low bid prices for the
Company's common stock as previously reported on the OTC Bulletin Board.

         The prices below also reflect inter-dealer quotations, without
retail mark-up, mark-down or commissions and may not represent actual
transactions:


<TABLE>
<CAPTION>
                                                     Low                         High
                  Month/Year                         Bid                          Bid
                  -------------------------------------------------------------------
<S>                                                  <C>                        <C>
                  February 1999                      5.25                       5.25
                  March 1999                         5.5                        5.5
                  April 1999                         4.75                       4.75
                  May 1999                           4.875                      4.875
                  June 1999                          2.875                      2.875
                  July 1999                          2.125                      2.125
                  August 1999                        2.25                       3.625
                  September 1999                     2.06                       3.75
                  October 1999                       2.00                       3.50
</TABLE>


         As of September 30, 1999 the high bid price of the Company's common
shares was $3.75 per share. As of September 30, 1999 there were approximately
11 registered and 120 street holders of record of the Company's common stock.

MARKET MAKERS

         Management understands that the following firms currently make a
market for the Company's securities on the OTC Bulletin Board: Hill Thompson,
Paragon, Sharpe and National.

                              TRADING SYMBOL: CVRG


                                       21
<PAGE>

         B.       HOLDERS

         As of August 9, 1999, there were approximately 15 holders of Company
Common Stock, and 120 street holders of the Company stock, as reported by the
Company's transfer agent. There are 6,916,900 restricted shares outstanding
as of November 17, 1999. There have been no "piggy back" or "demand"
registration rights granted to any shareholders.

         The Company's transfer is Holladay Stock Transfer, Inc., 4350 East
Camelback Road, Suite 100F, Phoenix, Arizona 85018.

         C.       DIVIDENDS

         The Company has not paid any dividends on its Common Stock. The
Company currently intends to retain any earnings for use in its business, and
therefore does not anticipate paying cash dividends in the foreseeable future.


                                       22
<PAGE>

ITEM 2.           LEGAL PROCEEDINGS

         To the best knowledge of management, there are no legal proceedings
pending or threatened against the Company.


ITEM 3.           ACCOUNTANTS

         (1)      DISMISSAL OF PRINCIPAL ACCOUNTANTS

         The Company dismissed its former accountants, Barry L. Friedman, CPA
("Former Accountants") on April 30, 1999 as its principal accountants. The
Former Accountants performed audits for the years ended December 31, 1997 and
December 31, 1996 and in its report there was no adverse opinion. The
principal accountant's report on the financial statements for either of the
past two years contained no adverse opinion or a disclaimer of opinion. The
decision to change principal accountants of the Company was approved by the
Board of Directors of the Company.

         During the Company's year ended December 31, 1997, December 31,
1996, June 30, 1998 and through the dismissal of the Former Accountants on
April 30, 1999, there were no disagreements with the Former Accountants on
any matter of accounting principals or practices, financial statement
disclosures, or auditing scope or procedure. There is nothing to report under
Item 304 (a) (1) (iv) (B) through (E).

         During the Company's two most recent fiscal years and any subsequent
interim period preceding such dismissal there were no disagreements with the
Former Accountants on any matter of accounting principals or practices,
financials statement disclosures, or auditing scope or procedure. There is
nothing to report under Item 304 (a) (1) (B) through (E).

         (2)      ENGAGEMENT OF NEW PRINCIPAL ACCOUNTANTS

         The Company has engaged Stonefield Josephson, Inc., 1620 26th
Street, Suite 400-South, Santa Monica, California 90401 as its principal
accountants as of April 30, 1999. Stonefield replaced Former Accountants and
conducted the Audit for the fiscal year 1998. Neither the Company nor anyone
on is behalf has consulted Stonefield during the two most recent fiscal years
regarding any matter for which reporting is required under Regulation S-B,
Item 304 (a)(2)(I) or (ii) and the related instructions. The decision to
engage Stonefield was approved by the Board of Directors.

ITEM 4.           RECENT SALES OF UNREGISTERED SECURITIES

         The Company conducted an offering under Rule 504 of Regulation D of
the Securities Act of 1933 in January 1999. Under this offering, the Company
raised $25,000 from an investment group and issued 2,000,000 options to
purchase shares of the Company's common stock at an exercise price of $0.10
per share. These options were exercised on March 30, 1999, May 7, 1997 and
June 1999, raising $200,000 for the Company.



                                       23
<PAGE>

ITEM 5.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Utah Corporation Law and the Company's Certificate of
Incorporation and Bylaws authorize indemnification of a director, officer,
employee or agent of the Company against expenses incurred by him or her in
connection with any action, suit, or proceeding to which such person is named
a party by reason of having acted or served in such capacity, except for
liabilities arising from such person's own misconduct or negligence in
performance of duty. In addition, even a director, officer, employee or agent
of the Company who was found liable for misconduct or negligence in the
performance of duty may obtain such indemnification if, in view of all the
circumstances in the case, a court of competent jurisdiction determines such
person is fairly and reasonably entitled to indemnification. Insofar as
indemnification for liabilities arising under the Securities Act 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 Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.


                                       24


<PAGE>



                                    PART F/S

FINANCIAL STATEMENTS

The following financial statements are included herein:

Unaudited Consolidated Financial Statements for the Nine Months Ended September
30, 1999 and September 30, 1998

                                   PART III

ITEM 1 AND
ITEM 2.           INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS

EXHIBIT NO.  DOCUMENT DESCRIPTION
*3.1         Certificate of Incorporation of Mormon Mint, Inc., a Utah
             corporation, dated October 4, 1985

*3.2         Amendment to Articles of Incorporation with the name change to
             Capital Placement Specialists, Inc., dated December 4, 1997

*3.3         Amendment to Articles of Incorporation with name change to
             Converge Global, Inc., dated January 28, 1999

*3.4         Bylaws of Converge Global, Inc., dated January 19, 1999


*3.5         Amendment to Articles of Incorporation of Gearz.com with the
             name change to Digitalmen.com filed on December 7, 1999


*10.1        Sub-Lease Agreement, dated February 1, 1999 (to be filed by
             amendment)

*10.2        Acquisition Agreement, dated January 5, 1999

*10.3        Employment Agreement for Imran Husain dated February 1, 1999

*10.4        Employment Agreement for Samar Khan dated February 1, 1999

*10.5        1999 Incentive & Nonstatutory Stock Option Plan dated January 6,
             1999


10.6         Promissory Note between Converge Global, Inc. and Knightrider
             Investments Ltd., dated January 19, 2000


16           Opinion Letter from Barry L. Friedman, Certified Public Accountant


*21          List of Subsidiaries of Small Business Issuer



27           Financial Data Schedule



"*" Previously filed



                                      25

<PAGE>

                                   SIGNATURES

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

                            CONVERGE GLOBAL, INC.


                            By:  /s/ Imran Husain
                                 -----------------------------------------------
                                     Imran Husain
                            Its: President, Chief Executive Officer, Director


<TABLE>
<CAPTION>
SIGNATURE                           TITLE                                           DATE
- ---------                           -----                                           ----
<S>                                 <C>                                             <C>


/s/ Imran Husain                    President, Chief Executive Officer              January 20,2000
- ------------------------            and Director
Imran Husain



/s/ Samar Khan                      Secretary and Treasurer                         January 20,2000
- ------------------------            and Director
Samar Khan



/s/ Reza Rahman                     Director                                        January 20,2000
- ------------------------
Reza Rahman
</TABLE>


                                      26

<PAGE>






                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                               (FORMERLY KNOWN AS
                      CAPITAL PLACEMENT SPECIALISTS, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1998 AND 1997




                                    CONTENTS
<TABLE>
<CAPTION>
                                                                    PAGE
                                                                    ----
<S>                                                                 <C>
INDEPENDENT AUDITORS' REPORT                                          1

CONSOLIDATED FINANCIAL STATEMENTS:
  Consolidated Balance Sheets                                         3
  Consolidated Statements of Operations                               4
  Consolidated Statements of Stockholders' Deficit                   5-6
  Consolidated Statements of Cash Flows                              7-8
  Notes to Consolidated Financial Statements                         9-16
</TABLE>


<PAGE>





                          INDEPENDENT AUDITORS' REPORT




Board of Directors
Converge Global, Inc. and Subsidiaries
Santa Monica, California


We have audited the accompanying consolidated balance sheet of Converge
Global, Inc. and Subsidiaries (a development stage enterprise) as of December
31, 1998, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements as of December 31, 1997 and for the
year then ended, were audited by other auditors whose report dated July 9,
1998, included an explanatory paragraph which expressed substantial doubt
about the Company's ability to continue as a going concern.

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

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

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As shown in the
financial statements, the Company has incurred net losses from operations,
has negative cash flows from operations, and has a net capital deficiency.
These factors raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
June 16, 1999


                                        1
<PAGE>





                             BARRY L. FRIEDMAN, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT

1582 TULITA DRIVE                                      OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123                                 FAX NO. (702) 896-0278

December 23, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Part II, Item 3. (1) of Amendment 2 to Form 10-SB dated December 3,
1999, of Converge Global, Inc. (Converge) and are in agreement with the
statements contained therein.

In addition, we have no basis to agree or disagree with other statements of the
registrant contained in paragraphs one or two of the above referenced filing.

Subsequent to the issuance of our Report of Independent Auditors dated December
31, 1997, with respect to the balance sheet of Converge as of December 31, 1996
and the related statements of operations, shareholders' equity (deficiency), and
cash flows for the year ended December 31, 1996 (the December 31, 1996 financial
statements), Converge recorded certain entries to restate the December 31, 1996
financial statements. We are unable to express an opinion on the December 31,
1996 financial statements, as restated, as we have not performed any procedures
with respect to the adjustments recorded by I/O Magic.

                                                        /s/ Barry L. Friedman
                                                        Las Vegas, Nevada



                                      2

<PAGE>
                                         CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                                            (A DEVELOPMENT STAGE ENTERPRISE)

                                               CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                         ASSETS                                             SEPTEMBER 30,    DECEMBER 31,
                                                                                                1999            1998
                                                                                             -----------    -------------
                                                                                             (Unaudited)
<S>                                                                                        <C>             <C>
CURRENT ASSETS:
  Cash                                                                                       $     1,000    $           -
  Due from related party                                                                           4,189                -
                                                                                             -----------    -------------
          Total current assets                                                                     5,189                -

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation and amortization                                                              18,891         -

INVESTMENT IN MEDCOM NETWORK, INC.                                                           23,000         -
                                                                                             -----------    -------------
                                                                                             $    47,080    $           -
                                                                                             ===========    =============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accrued expenses                                                                           $   144,647
  Loan payable, related party                                                                     17,000
                                                                                             -----------
          Total current liabilities                                                              161,647
                                                                                             -----------
NOTE PAYABLE                                                                                     250,000
                                                                                             -----------
STOCKHOLDERS' DEFICIT:
  Common stock; $0.001 par value, 50,000,000 shares
    authorized, 8,918,100 and 2,340,100 shares issued
    and outstanding at September 30, 1999 and December 31,
    1998, respectively                                                                             8,918            2,340
  Common stock subscriptions receivable                                                           (2,000)               -
  Additional paid-in capital                                                                     361,132          111,830
  Deficit accumulated during development stage                                                  (732,617)        (114,170)
                                                                                             -----------    -------------
          Total stockholders' deficit                                                           (364,567)               -
                                                                                             -----------    -------------
                                                                                             $    47,080    $           -
                                                                                             ===========    =============
</TABLE>


See accompanying independent auditors' report and notes to consolidated
                       financial statements.


                                    3
<PAGE>


                                      CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE ENTERPRISE)

                                       CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                                 PERIOD FROM
                                                                                                                 INCEPTION OF
                                         NINE MONTHS          NINE MONTHS        YEAR ENDED      YEAR ENDED     OPERATIONS ON
                                            ENDED                ENDED          DECEMBER 31,    DECEMBER 31,   OCTOBER 4, 1985 TO
                                     SEPTEMBER 30, 1999   SEPTEMBER 30, 1998        1998            1997       SEPTEMBER 30, 1999*
                                     ------------------   ------------------    --------------- -------------  -------------------
                                         (unaudited)          (unaudited)
<S>                                  <C>                  <C>                   <C>             <C>            <C>
REVENUES                             $         5,870      $              -      $            -  $           -  $        5,870

COST OF REVENUES                                   -                     -                   -              -               -
                                     ------------------   ------------------    --------------- -------------  --------------
GROSS PROFIT                                   5,870                     -                   -              -           5,870

SELLING, GENERAL AND ADMINISTRATIVE          611,517                     -                   -         26,110         725,687
                                     ------------------   ------------------    --------------- -------------  --------------
LOSS FROM OPERATIONS                        (605,647)                    -                   -              -        (719,817)

INTEREST EXPENSE                               5,000                     -                   -              -           5,000
                                     ------------------   ------------------    --------------- -------------  --------------
LOSS BEFORE INCOME TAXES AND EQUITY
  IN LOSSES OF MEDCOM NETWORK, INC.         (610,647)                    -                   -        (26,110)       (724,817)

INCOME TAXES                                     800                     -                   -              -             800

EQUITY IN LOSSES OF MEDCOM
  NETWORK, INC.                               (7,000)                    -                   -              -          (7,000)
                                     ------------------   ------------------    --------------- -------------  --------------
NET LOSS                             $      (618,447)     $              -      $            -  $     (26,110) $     (732,617)
                                     ==================   ==================    ==============  =============  ==============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
    Basic and diluted                      7,600,374             2,340,100           2,340,100      2,340,100       7,600,374
                                     ==================   ==================   ===============  =============  ==============

NET LOSS PER SHARE:
    Basic and diluted                $         (0.08)     $             -       $           -   $       (0.01) $        (0.10)
                                     ==================   ==================   ===============  =============  ==============

*    The period from inception of operations on October 4, 1985 to December 31, 1998 (audited) and for the nine
                                     months ended September 30, 1999 (unaudited).
</TABLE>

See accompanying independent auditors' report and notes to consolidated
                    financial statements.




                                         4
<PAGE>

                                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                                       (A DEVELOPMENT STAGE ENTERPRISE)

                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                                       DEFICIT
                                                                                                     ACCUMULATED
                                                            COMMON STOCK     ADDITIONAL                 DURING         TOTAL
                                         COMMON STOCK       SUBSCRIPTIONS     PAID-IN     TREASURY    DEVELOPMENT    STOCKHOLDERS'
                                       SHARES      AMOUNT     RECEIVABLE      CAPITAL      STOCK        STAGE          DEFICIT
                                  --------------  --------   ------------    ----------   -------     -----------   ------------
<S>                               <C>             <C>        <C>             <C>          <C>          <C>            <C>
Issuance of common stock in
  exchange for services received
  since inception on October 4,
  1985 to December 31, 1996            2,079,000  $  2,079   $          -    $   85,981   $       -    $    (88,060)  $          -

Issuance of common stock in
  exchange for services received         261,100       261              -        25,849           -               -         26,110

Net loss for the year ended
  December 31, 1997                            -         -              -             -           -         (26,110)       (26,110)
                                  --------------  --------   ------------    ----------     -------     -----------   ------------

Balance at December 31, 1997           2,340,100     2,340              -       111,830           -        (114,170)             -

Net loss for the year ended
  December 31, 1998                            -         -              -             -           -               -              -
                                  --------------  --------   ------------    ----------     -------     -----------   ------------

Balance at December 31, 1998           2,340,100     2,340              -       111,830           -        (114,170)             -
                                  --------------  --------   ------------    ----------     -------     -----------   ------------
</TABLE>


See accompanying independent auditors' report and notes to consolidated
                     financial statements.



                                          5
<PAGE>


                      CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                    DEFICIT
                                                                                                 ACCUMULATED
                                                             COMMON STOCK    ADDITIONAL             DURING              TOTAL
                                            COMMON STOCK     SUBSCRIPTIONS    PAID-IN   TREASURY  DEVELOPMENT       STOCKHOLDERS'
                                        SHARES       AMOUNT    RECEIVABLE     CAPITAL    STOCK       STAGE             DEFICIT
                                        ------       ------    ----------     -------   -----       -----             -------
<S>                                   <C>            <C>      <C>            <C>        <C>          <C>               <C>
Contributions of shares to
  treasury stock (Note 1)             (2,340,100)        -          -            -      (2,340)              -               -

Distribution of shares from
  treasury (Note 1)                    2,340,100         -          -            -       2,340               -               -

Issuance of common stock in
  exchange for services received          78,000        78          -          702           -               -             780

Issuance of options under stock
  option plan                                  -         -          -       18,000           -               -          18,000

Exercise of employee stock options     2,000,000     2,000     (2,000)           -           -               -               -

Issuance of common stock
  during private placement             2,500,000     2,500          -       22,500           -               -          25,000

Exercise of common stock options       2,000,000     2,000          -      198,000           -               -         200,000

Capital contribution                           -         -          -       10,100           -               -          10,100

Net loss for the nine months ended
  September 30, 1999 (unaudited)               -         -          -            -           -        (618,447)       (618,447)
                                      ----------  --------  ---------   ----------   ---------    ------------     -----------

Balance at September 30, 1999
  (unaudited)                          8,918,100  $  8,918  $  (2,000)  $  361,132   $       -    $   (732,617)    $  (364,567)
                                      ==========  ========  =========   ==========   =========    ============     ===========
</TABLE>


See accompanying independent auditors' report and notes to consolidated
                       financial statements.

                                                                              6

<PAGE>



                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE ENTERPRISE)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                                                                  PERIOD FROM
                                                      NINE MONTHS    NINE MONTHS                                  INCEPTION OF
                                                         ENDED          ENDED       YEAR ENDED    YEAR ENDED      OPERATIONS ON
                                                     SEPTEMBER 30,  SEPTEMBER 30,  DECEMBER 31,  DECEMBER 31,   OCTOBER 4, 1985 TO
                                                          1999           1998         1998           1997       SEPTEMBER 30, 1999*
                                                     -------------  ------------   ------------  -----------    -------------------
                                                      (unaudited)   (unaudited)
<S>                                                <C>              <C>            <C>           <C>            <C>
CASH FLOWS PROVIDED BY (USED FOR)
 OPERATING ACTIVITIES:
  Net loss                                         $  (618,447)     $        -      $      -   $(26,110)      $ (732,617)
                                                   -----------      ----------      --------   --------       ----------

 ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
 PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
      Depreciation and amortization                      2,242               -               -           -           2,242
      Services in exchange for common stock                780               -               -      26,110         114,950
      Loss on investment                                 7,000               -               -           -           7,000
      Issuance of options under stock option plan       18,000               -               -           -          18,000

 CHANGES IN OPERATING ASSETS AND LIABILITIES:
    INCREASE IN ASSETS -
      increase in due from related party                (4,189)              -               -           -          (4,189)

    INCREASE IN LIABILITIES -
      increase in accrued expenses                     144,647               -               -           -         144,647
                                                   -----------      ----------        --------    --------       ---------

          Total adjustments                            168,480               -               -      26,110         282,650
                                                   -----------      ----------        --------    --------       ---------

          Net cash used for operating activities      (449,967)              -               -           -        (449,967)
                                                   -----------      ----------        --------    --------       ---------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
  Payments to acquire property and equipment           (21,133)              -               -           -         (21,133)
  Investment in Medcom Network, Inc.                   (30,000)              -               -           -         (30,000)
                                                   -----------      ----------        --------    --------       ---------

          Net cash used for investing activities       (51,133)              -               -           -         (51,133)
                                                   -----------      ----------        --------    --------       ---------
</TABLE>

                                                    (Continued)


See accompanying independent auditors' report and notes to consolidated
                       financial statements.

                                                                              7

<PAGE>



                      CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE ENTERPRISE)

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


<TABLE>
<CAPTION>
                                                                                                                  PERIOD FROM
                                                      NINE MONTHS    NINE MONTHS                                  INCEPTION OF
                                                         ENDED          ENDED       YEAR ENDED    YEAR ENDED      OPERATIONS ON
                                                     SEPTEMBER 30,  SEPTEMBER 30,  DECEMBER 31,  DECEMBER 31,   OCTOBER 4, 1985 TO
                                                          1999           1998         1998           1997       SEPTEMBER 30, 1999*
                                                     -------------  ------------   ------------  -----------    -------------------
                                                      (unaudited)   (unaudited)
<S>                                                <C>              <C>            <C>           <C>            <C>
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Proceeds from loan payable, related party               17,000              -              -             -          17,000
  Proceeds from note payable, net                        250,000              -              -             -         250,000
  Proceeds from issuance of common stock and
    paid in capital                                      235,100              -              -             -         235,100
                                                      ----------     ----------    -----------   -----------      ----------

          Net cash provided by financing activities      502,100              -              -             -         502,100
                                                      ----------     ----------    -----------   -----------      ----------

NET INCREASE IN CASH                                       1,000              -              -             -           1,000
CASH, beginning of period/year                                 -              -              -             -               -
                                                      ----------     ----------    -----------   -----------      ----------
CASH, end of period/year                              $    1,000     $        -    $         -   $         -      $    1,000
                                                      ==========     ==========    ===========   ===========      ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION -
    income taxes paid                                 $      800     $        -    $         -   $         -      $      800
                                                      ===========    ==========    ===========   ===========      ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES:
    Services rendered in exchange for
      common stock                                    $      780     $        -    $         -   $    26,110      $  114,950
                                                      ==========     ==========    ===========   ===========      ==========

    Issuance of options under stock
      option plan                                     $   18,000     $        -    $         -   $         -      $   18,000
                                                      ==========     ==========    ===========   ===========      ==========
</TABLE>

*    The period from inception of operations on October 4, 1985 to December 31,
     1998 (audited) and for the nine months ended September 30, 1999
     (unaudited).



See accompanying independent auditors' report and notes to consolidated
                       financial statements.

                                                                              8

<PAGE>


                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

        ORGANIZATION AND BASIS OF PRESENTATION:

               The Company was organized October 4, 1985, under the laws of the
               State of Utah, as Mormon Mint, Inc. The Company was inactive for
               approximately 10 years.

               On December 4, 1997, the Company changed its name from Mormon
               Mint, Inc. to Capital Placement Specialists, Inc.

               Pursuant to an acquisition agreement, dated January 5, 1999,
               Bekam Investments, Ltd. ("Bekam") acquired one hundred percent
               (100%) of the common shares of the Company at that time; or
               2,340,100 shares. Bekam subsequently spun off the Company by
               contributing the shares to the treasury of the Company for
               redistribution to selected investors of Bekam. The Company then
               changed its name to Converge Global, Inc.

        PRINCIPLES OF CONSOLIDATION (UNAUDITED):

               The accompanying financial statements include the accounts of
               Converge Global, Inc. (the "Parent"), and its subsidiaries,
               Gearz.com, Inc. and LiquidationBid.com, Inc. All significant
               intercompany accounts and transactions have been eliminated in
               consolidation.

<TABLE>
<CAPTION>

                                          PERCENT OF
                  SUBSIDIARY               OWNERSHIP                                 DESCRIPTION
                  ----------              ----------                                 -----------
               <S>                        <C>                     <C>
               Gearz.com, Inc.                 100%               Gearz.com, Inc. was formed on February 5, 1999
                                                                  in the State of California.  There were no
                                                                  material operations during the nine months
                                                                  ended September 30, 1999.

               LiquidationBid.com, Inc.         50%               LiquidationBid.com, Inc. (a development stage
                                                                  company) was incorporated on April 8, 1999 in
                                                                  the State of Nevada.  The Company was awarded
                                                                  1,000,000 of the 2,000,000 outstanding shares
                                                                  of LiquidationBid.com, Inc. in exchange for the
                                                                  rights to services.  No value has been assigned
                                                                  to these future rights, and therefore, there is
                                                                  no cost basis in this investment.  Two of the
                                                                  three board members of LiquidationBid.com, Inc.
                                                                  are officers and stockholders of the Company,
                                                                  thereby demonstrating control over
                                                                  LiquidationBid.com, Inc.  There were no
                                                                  material operations during the nine months
                                                                  ended September 30, 1999.
</TABLE>




See accompanying independent auditors' report.


                                                                             9

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

        GOING CONCERN:

               The Company's consolidated financial statements are prepared
               using the generally accepted accounting principles applicable to
               a going concern, which contemplates the realization of assets and
               liquidation of liabilities in the normal course of business. The
               Company has no current source of revenue. Without realization of
               additional capital, it would be unlikely for the Company to
               continue as a going concern. This factor raises substantial doubt
               about the Company's ability to continue as a going concern.

               Management recognizes that the Company must generate additional
               resources to enable it to continue operations. The Company
               intends to begin recognizing significant revenue during the
               fourth quarter of 1999 or early 2000. Management's plans also
               include the sale of additional equity securities. However, no
               assurance can be given that the Company will be successful in
               raising additional capital. Further, there can be no assurance,
               assuming the Company successfully raises additional equity, that
               the Company will achieve profitability or positive cash flow. If
               management is unable to raise additional capital and expected
               significant revenues do not result in positive cash flow, the
               Company will not be able to meet its obligations and will have to
               cease operations.

        BUSINESS ACTIVITY:

               The Company, a development stage company, plans to provide
               in-depth and unique e-commerce solutions with specific emphasis
               on audio and video delivery over the Internet. The Company also
               plans to design and develop websites in exchange for fees from
               its customers.

        REVENUE RECOGNITION:

               The Company recognizes website design and development revenue
               upon delivery of the product.

        CASH:

               EQUIVALENTS

               For purposes of the statement of cash flows, cash equivalents
               include all highly liquid debt instruments with original
               maturities of three months or less which are not securing any
               corporate obligations.

               CONCENTRATION

               The Company maintains its cash in bank deposit accounts which, at
               times, may exceed federally insured limits. The Company has not
               experienced any losses in such accounts.




See accompanying independent auditors' report.


                                                                             10

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

        USE OF ESTIMATES:

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

        PROPERTY AND EQUIPMENT:

               Property and equipment are valued at cost. Expenditures for
               maintenance and repairs are charged to earnings as incurred;
               additions, renewals and betterments are capitalized. When
               property and equipment are retired or otherwise disposed of, the
               related cost and accumulated depreciation are removed from the
               respective accounts, and any gain or loss is included in
               operations. Depreciation is computed using the straight-line
               method over the estimated useful lives of the assets.

        INCOME TAXES:

               The Company uses the liability method of accounting for income
               taxes pursuant to SFAS No. 109, "Accounting for Income Taxes."

               Deferred income tax assets result from temporary differences when
               certain amounts are deducted for financial statement purposes and
               when they are deducted for income tax purposes.

               The principal temporary difference is the net operating loss
               carryforward, which was immaterial at December 31, 1998 and 1997,
               respectively. A deferred tax asset has been provided and is
               completely offset by a valuation allowance because its
               utilization does not appear to be reasonably assured.

               On January 5, 1999, there was a 100% change in the control and
               ownership of the Company. As a result of this change in control,
               there are significant limitations on the utilization of the net
               operating loss carryforwards through December 31, 1998. Federal
               net operating loss carryforward starts to expire on December 31,
               2018 and California state net operating loss carryforward starts
               to expire on December 31, 2003.

        COMMON STOCK:

               On October 15, 1997, the Company effected a 10:1 reverse split of
               its common stock, thus decreasing the number of outstanding
               common stock shares from 23,401,000 shares to 2,340,100 shares.
               All share and per share data in the financial statements reflect
               the reverse split for all periods presented.




See accompanying independent auditors' report.


                                                                             11

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

        NET LOSS PER SHARE:

               The Company computes net loss per share following SFAS No. 128,
               "Earnings Per Share". Under the provisions of SFAS No. 128, basic
               net income (loss) per share is computed by dividing the net
               income (loss) available to common shareholders for the period by
               the weighted average number of common shares outstanding during
               the period. Diluted net income (loss) per share is computed by
               dividing the net income (loss) for the period by the weighted
               average number of common and common equivalent shares outstanding
               during the period. Common equivalent shares are not included in
               the computation of diluted loss per share for the periods
               presented because the effect would be anti-dilutive.

        INTERIM FINANCIAL STATEMENTS (UNAUDITED):

               The accompanying unaudited condensed consolidated financial
               statements for the interim periods ended September 30, 1999 and
               1998 have been prepared in accordance with generally accepted
               accounting principles for interim financial information and with
               the instructions to Form 10-QSB and Regulation S-B. Accordingly,
               they do not include all of the information and footnotes required
               by generally accepted accounting principles for complete
               financial statements. In the opinion of management, all
               adjustments (consisting of normal recurring accruals) considered
               necessary for a fair presentation have been included. Operating
               results for the nine months ended September 30, 1999 are not
               necessarily indicative of the results that may be expected for
               the year ending December 31, 1999.


(2)     DUE FROM RELATED PARTY (UNAUDITED):

        Due from related party represents short-term loans to the officers of
        the Company. The amounts are non-interest bearing, unsecured and due on
        demand.


(3)     PROPERTY AND EQUIPMENT (UNAUDITED):

        A summary at September 30, 1999 is as follows:

<TABLE>

               <S>                                     <C>
               Computer and office equipment           $       21,133
               Less accumulated depreciation                    2,242
                                                       --------------
                                                       $       18,891
                                                       ==============
</TABLE>

        Depreciation expense for the nine months ended September 30, 1999
        amounted to $2,242. There was no property and equipment as of December
        31, 1998 and 1997, and accordingly, there was no deprecation expense for
        the years ended December 31, 1998 and 1997.




See accompanying independent auditors' report.


                                                                             12

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(4)     INVESTMENT IN MEDCOM NETWORK, INC. (UNAUDITED):

        On June 15, 1999, the Company purchased 20% of the outstanding shares of
        an unrelated startup company, Medcom Network, Inc. for $30,000. The
        purchase included a six-month anti-dilution provision and an agreement
        not to sell the shares for a period of one year or until the shares are
        registered with the United States Securities and Exchange Commission.
        This investment is being accounted for using the equity method. Medcom
        Network, Inc. was incorporated on June 11, 1999 and does not expect to
        recognize revenue until December 1999. As of September 30, 1999, Medcom
        Network, Inc. had no sales, cost of sales or gross profit, resulting in
        a loss from continuing operations and net loss of $31,216. The Company's
        share of the investee's net loss of approximately $7,000 is reflected in
        the accompanying financial statements.


(5)     ACCRUED EXPENSES (UNAUDITED):

        A summary at September 30, 1999 is as follows:

<TABLE>
               <S>                                    <C>

               Accrued payroll and related taxes      $       99,000
               Accrued professional fees                      22,956
               Other overhead expenses                        15,811
               Accrued interest                                5,000
               Accrued legal                                   1,880
                                                      --------------
                                                      $      144,647
                                                      ==============
</TABLE>

        There were no accrued expenses for the years ended December 31, 1998 and
1997.


(6)     NOTE PAYABLE (UNAUDITED):

        The note is due to a foreign trust (related through an officer) and is
        unsecured. It is due on April 15, 2002 and accrues interest at 7.5% per
        annum. The note may be extended in one-year increments, subject to the
        note holder's approval. Interest expense amounted to $5,000, and is
        included in accrued expenses.




See accompanying independent auditors' report.


                                                                             13

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(7)     STOCKHOLDERS' DEFICIT (UNAUDITED):

        PRIVATE PLACEMENT OFFERING

        The Company commenced a private placement offering under Regulation D,
        rule 504 of the Securities Act of 1933, up to the limit of $1,000,000.
        During January 1999, the Company raised $25,000 from the issuance of
        2,500,000 shares of common stock at $0.01 per share, to an investment
        group. The Company also granted 2,000,000 stock options to this
        investment group to purchase additional shares of common stock at an
        exercise price of $0.10 per share. During the nine months ended
        September 30, 1999, 2,000,000 options were exercised for $200,000.

        EMPLOYEE STOCK OPTION PLAN

        Effective January 6, 1999, the Company adopted a Stock Option Plan (the
        "Plan") for its directors, employees and consultants under which a
        maximum number of 7,000,000 options maybe granted to purchase common
        stock of the Company. The Compensation Committee of the Board of
        Directors administers the Plan, selects recipients to whom options are
        granted and determines the number of shares to be awarded. Options
        granted under the Plan are exercisable at a price determined by the
        Compensation Committee at the time of grant, but in no event less than
        fair market value.

        The number and weighted average exercise price of options granted under
        the Employee Stock Option Plan, for the nine months ended September 30,
        1999 are as follows:

<TABLE>
<CAPTION>

                                                                           WEIGHTED AVERAGE
                                                         SHARES             EXERCISE PRICE
                                                         ------            ----------------
                  <S>                                    <C>               <C>
                  Outstanding at beginning of period             -             $        -
                  Outstanding at end of period                   -                      -
                  Exercisable at end of period                   -                      -
                  Granted during period                  2,000,000                   .001
                  Exercised during period                2,000,000                   .001
</TABLE>

        The holders of these stock options have executed agreements to exercise
        these options; however, no cash was received to date. Accordingly, the
        $2,000 due for the 2,000,000 shares has been presented on the
        accompanying balance sheet as common stock receivable at September 30,
        1999.

        The Company has elected to follow Accounting Principles Board Opinion
        No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
        interpretations in accounting for its employee stock options because the
        alternative fair value accounting provided for under FASB Statement No.
        123, "Accounting for Stock-Based Compensation," requires use of option
        valuation models that were not developed for use in valuing employee
        stock options. Accordingly, $18,000 has been recognized as compensation
        expense relating to the options granted during the nine months ended
        September 30, 1999.




See accompanying independent auditors' report.


                                                                             14

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(7)     STOCKHOLDERS' DEFICIT (UNAUDITED), CONTINUED:

        EMPLOYEE STOCK OPTION PLAN, CONTINUED

        Pro forma information regarding the effect on operations is required by
        SFAS 123, and has been determined as if the Company had accounted for
        its employee stock options under the fair value method of that
        statement. Pro forma information using the Black-Scholes method at the
        date of grant based on the following assumptions:

<TABLE>

                  <S>                               <C>
                  Expected life                     1 month
                  Risk-free interest rate             6.00%
                  Dividend yield                          -
                  Volatility                           100%
</TABLE>

        This option valuation model requires input of highly subjective
        assumptions. Because the Company's employee stock options have
        characteristics significantly different from those of traded options,
        and because changes in the subjective input assumptions can materially
        affect the fair value estimate, in management's opinion, the existing
        model does not necessarily provide a reliable single measure of fair
        value of its employee stock options.

        For purposes of proforma disclosures, the estimated fair value of the
        options is amortized to expense over the option's vesting period. The
        Company's proforma information is as follows:

<TABLE>
<CAPTION>

                                                              SEPTEMBER 30,
                                                                  1999
                                                              -------------
               <S>                                            <C>
               Net loss, as reported                          $   (618,447)
               Proforma net loss                              $   (622,447)

               Basic and diluted historical loss per share    $       (.08)
               Proforma basic and diluted loss per share      $       (.08)
</TABLE>

        SHARES ISSUED IN EXCHANGE FOR SERVICES

        Shares issued in exchange for services were valued at the cost of the
        services rendered, which was the most readily determinable at that time.




See accompanying independent auditors' report.


                                                                             15

<PAGE>

                     CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
            NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)



(8)     RELATED PARTY TRANSACTION:

        The loan payable, related party, represents short-term borrowings from
        an officer of the Company. It is non-interest bearing and due on demand
        (unaudited).

        Prior to January 5, 1999, the Company neither owned nor leased any real
        or personal property. Office services were provided without charge by a
        director. Such costs were immaterial to the financial statements and,
        accordingly, have not been reflected therein.

        Effective February 1, 1999, the Company entered into a one-year
        employment agreement with two of its officers. Pursuant to this
        agreement, the Company will compensate each officer $5,000 per month.
        Adjustments for compensation and renewal of employment terms are subject
        to the Board of Directors' approval (unaudited).


(9)     LEASE COMMITMENTS (UNAUDITED):

        The Company has a three-year agreement to lease its office space from
        Manhattan West, Inc., a related party through common ownership. The
        Company is responsible for all overhead expenses including utilities,
        telephone and insurance expense. The Company also rents certain office
        equipment on a monthly basis from the same related party.

        The following is a schedule by years of future minimum rental payments
        required under operating leases that have noncancellable lease terms in
        excess of one year as of September 30, 1999:

<TABLE>
<CAPTION>

               Year ending December 31,
               <S>                                 <C>
                   1999                            $       13,200
                   2000                                    52,800
                   2001                                    52,800
                   2002                                    13,200
                                                   --------------
                                                   $      132,000
                                                   ==============
</TABLE>

        Rent expense for the nine months ended September 30, 1999 amounted to
approximately $40,000.




See accompanying independent auditors' report.


                                                                             16



<PAGE>



                                  EXHIBIT 10.6



<PAGE>




January 19, 2000



KNIGHTRIDER INVESTMENTS LIMITED, hereby agrees to LOAN Converge Global, Inc.,
$200,000 (two hundred thousand USD) for a period of one year starting on April
15, 2000. The annual interest on the loan will be 8% to be paid annually. In the
event that the note is not paid back by April 15, 2001, it will convert into an
equity position at a 30% discount to the previous days closing bid on Converge
Global.



/s/ Mr. John King                               /s/ Mr. Imran  Husain
- ---------------------                          ---------------------
Managing Director                               CEO
Knightrider Investments, Ltd.                   Converge Global, Inc.


<PAGE>

                             BARRY L. FRIEDMAN, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT

1582 TULITA DRIVE                                         OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123                                   FAX NO. (702) 896-0278



January 18, 2000


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549



Ladies and Gentlemen:

We have read Part II, Item 3 of Amendment 4 to the Form 10-SB of Converge
Global, Inc. and are in agreement with the statements therein.

In addition, we have no basis to agree or disagree with other statements of the
registrant contained in paragraphs of the same section identified above.

Subsequent to the issuance of our Report of Independent Auditors dated July 9,
1998, with respect to the balance sheet of Converge Global, Inc. as of September
30, 1999, we have no further opinion on the financial statements issued by the
new accountants.



/s/ Barry Friedman
- ------------------

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999             DEC-31-1998             DEC-31-1998             DEC-31-1997
<PERIOD-START>                             JAN-01-1999             JAN-01-1998             JAN-01-1998             JAN-01-1997
<PERIOD-END>                               SEP-30-1999             SEP-30-1998             DEC-31-1998             DEC-31-1997
<CASH>                                           1,000                       0                       0                       0
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                    4,189                       0                       0                       0
<ALLOWANCES>                                         0                       0                       0                       0
<INVENTORY>                                          0                       0                       0                       0
<CURRENT-ASSETS>                                 5,189                       0                       0                       0
<PP&E>                                          21,133                       0                       0                       0
<DEPRECIATION>                                 (2,242)                       0                       0                       0
<TOTAL-ASSETS>                                  47,080                       0                       0                       0
<CURRENT-LIABILITIES>                          161,647                       0                       0                       0
<BONDS>                                        250,000                       0                       0                       0
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                         8,918                   2,340                   2,340                       0
<OTHER-SE>                                   (373,485)                 (2,340)                 (2,340)                       0
<TOTAL-LIABILITY-AND-EQUITY>                    47,080                       0                       0                       0
<SALES>                                              0                       0                       0                       0
<TOTAL-REVENUES>                                 5,870                       0                       0                       0
<CGS>                                                0                       0                       0                       0
<TOTAL-COSTS>                                        0                       0                       0                       0
<OTHER-EXPENSES>                               611,517                       0                       0                  26,110
<LOSS-PROVISION>                                     0                       0                       0                       0
<INTEREST-EXPENSE>                               5,000                       0                       0                       0
<INCOME-PRETAX>                              (617,647)                       0                       0                (26,110)
<INCOME-TAX>                                       800                       0                       0                       0
<INCOME-CONTINUING>                          (618,447)                       0                       0                (26,110)
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                 (618,447)                       0                       0                (26,110)
<EPS-BASIC>                                     (0.08)                       0                       0                  (0.01)
<EPS-DILUTED>                                   (0.08)                       0                       0                  (0.01)


</TABLE>


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